Integrated Rail & Resources: Series A preferred sale of $944,400

What happened

• The filing says the company entered into a Securities Purchase Agreement with Huntington Oil & Gas III, LLC on Sep 25, 2026, to sell 9,444 shares of Series A Convertible Preferred Stock at $100.00 per share for an aggregate purchase price of $944,400. The company also executed a binding term sheet dated Sep 25, 2026 relating to the same investment.
• The filing says the company received $600,000 from Huntington in tranches of $100,000 and $500,000 as an advance payment, leaving $344,400 unfunded as of Oct 5, 2026. The filing says the closing and issuance of the Series A Preferred Stock will occur on the date the full purchase price is paid.
• The filing says the company entered into a Second Amendment to its promissory note with Endeavor Capital Group, LLC, effective Jun 30, 2026, and that the maturity date was extended to Dec 31, 2026 after the company received an equity commitment letter satisfying the amendment’s condition.

Key details

• The term sheet conditions Huntington’s obligation to close on the concurrent purchase by Creto IRRX PIPE Investment, LLC of 6,000 shares of Series A Preferred Stock for $600,000 and on the company’s filing of a certificate of increase in Delaware; Huntington waived all other closing conditions and may terminate if the Creto purchase does not occur. The term sheet calls for a closing no later than Oct 31, 2026.
• The Series A Preferred Stock will have the rights, preferences and privileges set forth in the company’s Certificate of Designations filed Jan 23, 2026, including cumulative dividends at 12% per annum, a liquidation preference, conversion at the holder’s option into common stock at an initial conversion price of $10.00 per share, and redemption, voting and protective provisions.
• At closing, Huntington must execute and deliver a joinder to the Registration Rights Agreement dated Jan 23, 2026. The Purchase Agreement requires the company to maintain sufficient authorized common stock for conversion and gives Huntington certain information rights while its shares remain outstanding.
• The promissory note subject to the Second Amendment had an original principal amount of $12,000,000; the Second Amendment provided for a Sep 30, 2026 maturity date, extended to Dec 31, 2026 upon the company’s receipt of an equity commitment letter, which the company received.

Why it may matter

• The filing reports an Item 1.01 material definitive agreement (the Securities Purchase Agreement and related term sheet), Item 3.02 unregistered sales of equity securities (the sale of Series A Preferred Stock), and Item 8.01 other events (the extension of the Endeavor promissory note).
• The filing states the company intends to use the proceeds for operational purposes and to advance development of its Vernal refinery.

The filing does not show why the insider traded or why the company acted.