MINERALRITE Corp 8-K

What Happened

• On May 7, 2026, MINERALRITE Corp (RITE) announced a private transaction among existing securityholders: Abstract Concepts 1618 LLC agreed to acquire from NMC, Inc. 6.9 million shares of Series NMC $25 Convertible Preferred Stock and 6.9 million associated warrants (including associated sinking fund provisions and conversion rights). The company is not a party to the sale and is not issuing any new securities in connection with it.
• After conversion or exercise of the acquired securities (and accounting for securities directly held by Abstract and related voting/investment authority), Abstract is expected to beneficially own approximately 37% of MINERALRITE’s common stock. MINERALRITE and Abstract have entered into a Shareholder Control Limitation and Standstill Agreement that, among other things, caps Abstract’s voting power at 45% on a fully diluted basis and prohibits Abstract from seeking to obtain control. The agreement is filed as Exhibit 10.1 and a press release was furnished as Exhibit 99.1.

Key Details

• Transaction parties: Abstract Concepts 1618 LLC (buyer) and NMC, Inc. (seller); MINERALRITE is not a party.
• Securities involved: 6.9 million Series NMC $25 Convertible Preferred shares and 6.9 million warrants; conversion/exercise rights and sinking fund provisions apply.
• Expected ownership: ~37% beneficial ownership of common stock on an as‑converted/exercised basis.
• Control limits: Voting power for Abstract capped at 45% (fully diluted) under a Shareholder Control Limitation and Standstill Agreement.

Why It Matters

• This transaction could materially concentrate ownership in a single holder: Abstract would hold a large as‑converted stake (~37%), which can influence shareholder votes and corporate decisions if exercised.
• The Standstill Agreement and voting cap reduce the immediate risk that Abstract converts that stake into controlling power (capped at 45% and prohibited from seeking control), which is material to governance and takeover risk assessments.
• No new shares were issued by MINERALRITE in this private transfer, so this is a change in holder composition among existing securities rather than company‑driven dilution. Investors should monitor future filings for any conversions, exercises, or related governance actions.