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8-KAccepted Oct 2, 4:15 PM ET

MINERALRITE Corp: repurchases $106,724,942 of Series NMC preferred

RITEMINERALRITE Corp

Accepted (ET)

4:15 PM

Oct 2, 2026

Filed

Oct 2, 2026

Documents

20

Size

406.3 KB

Summary

MINERALRITE Corp: repurchases $106,724,942 of Series NMC preferred

Updated

What happened

  • MINERALRITE Corp reported that on Sep 30, 2026 it entered into a Series NMC Preferred Stock Repurchase, Note and Sinking-Fund Agreement with Abstract Concepts 1618 LLC under which the company repurchased 3,919,388 shares of Series NMC $25 convertible preferred stock for an aggregate repurchase price of $106,724,942 and issued Abstract a non-interest-bearing promissory note in that principal amount.
  • The company also entered into a Royalty Repurchase, Warrant Exercise and Note Satisfaction Agreement on Sep 30, 2026 under which Abstract exercised options to repurchase royalty interests and irrevocably exercised certain Series D and Series NMC preferred warrants; the promissory note was applied to satisfy the royalty repurchase prices and warrant exercise prices and was cancelled at closing.

Key details

  • Repurchase price: $106,724,942 for 3,919,388 shares; sinking-fund price compounded at 5% per year with a $25.40 floor and was approximately $27.23 per share as of Sep 30, 2026.
  • Sinking-fund cap: permanently capped at $269,049,058.76 in total payable with respect to the Series NMC shares covered by the agreement, equal to about $27.23 per share on the 9,880,612 shares expected to be held by Abstract after the transaction.
  • Royalty and warrant actions: Abstract repurchased a royalty interest for $1,641,254; Commodity Capital Advisors LLC repurchased a royalty interest for $246,188 (via Abstract as manager); Abstract irrevocably exercised 47,600 Series D preferred warrants and 6,900,000 Series NMC preferred warrants; Commodity irrevocably exercised 5,900 Series D preferred warrants.
  • Related party and procedural notes: Abstract is owned and managed by Lloyd B. Hendricks III and beneficially owns more than 5% of the company’s common stock; the company waived the standard ten-business-day exercise notice and accepted part of the note in full payment for Commodity’s repurchase price.

Why it may matter

  • The filing reports Item 1.01 (entry into a material definitive agreement) covering the repurchase, the sinking-fund terms and the cap; Item 2.03 (creation of a direct financial obligation) covering the promissory note; Item 3.02 (unregistered sales of equity securities) covering the warrant exercises and repurchases; Item 5.07 (submission of matters to a vote) covering amendments to preferred stock provisions approved Sep 28, 2026; and Item 7.01 (Regulation FD disclosure) furnishing a press release dated Oct 2, 2026.
  • The filing does not show why the insider traded or why the company acted.

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