TX Rail Products, Inc. 8-K

What Happened TX Rail Products, Inc. filed an 8‑K (dated January 5, 2026) reporting a December 2025 private placement with a single institutional investor. The company agreed to sell 6,000,000 shares of no par value common stock at $0.30 per share for $1,800,000. The investor also received a right (warrant) to purchase an additional 4,000,000 shares at $0.50 per share for 36 months from the effective date (December 23, 2025). The filing was signed by CEO William Shrewsbury.

Key Details

• Initial sale: 6,000,000 shares at $0.30 each — total proceeds $1,800,000.
• Warrant: option to buy 4,000,000 shares at $0.50 per share for 36 months (potential additional proceeds $2,000,000 if exercised).
• Pricing: both the $0.30 purchase price and the $0.50 warrant price are above the market close of $0.2450 on December 23, 2025.
• Restrictions and control: shares issued are restricted under SEC Rule 144 (one‑year holding conditions) and the agreement states the company shall retain voting control over the purchased shares provided the investor holds at least 1% of outstanding common stock.
• Timing: closing to occur on a mutually agreed date but no later than 30 days after the December 23, 2025 effective date.

Why It Matters This transaction provides TX Rail Products with immediate capital ($1.8M) and the potential for another $2.0M if the warrants are exercised, which can support operations or growth without a public offering. However, the deal also increases the company’s outstanding share count (6M shares now, up to 10M if warrants are exercised), which may dilute existing shareholders. The company retaining voting control over the purchased shares and the Rule 144 restrictions limit immediate resale and potential shifts in voting power. Investors should note the filing date (Jan 5, 2026) and the one‑year resale restrictions when assessing liquidity and ownership impacts.