CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
December 22, 2015, 2015
Date of Report
(Date of Earliest Event Reported)
DYNARESOURCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-30371 | 94-1589426 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
222 W. Las Colinas Blvd., Suite 744 East Tower, Irving, Texas 75039
(Address of principal executive offices (zip code))
(972) 868-9066
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Effective December 22, 2015, the Board of Directors of DynaResource, Inc. (the “ Company ”) adopted the First Amendment to the Amended and Restated Bylaws of the Company (the “ First Amendment ”), to restate Article III, Section 3.02 thereof in its entirety. The effect of the First Amendment is to alter the permitted composition of the Board of Directors of the Company, consistent with both (i) the June 29, 2015 Certificate of Amendment filed with the Secretary of State of the State of Delaware (the “ Certificate of Amendment ”) and (ii) the current composition of the Board.
Prior to the Certificate of Amendment, the Board was comprised of directors divided into two classes: the Class I Directors were elected by the vote of the holders of the issued and outstanding shares of Series A Preferred Stock voting together as a single class, and the Class II Directors were elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class.
Following the Certificate of Amendment, and pursuant to the First Amendment, the Board of Directors shall be divided into three classes of directors, Class I Directors, Class II Directors and Class III Directors, all of whom shall be eligible for election at each annual meeting of the stockholders. No changes have been made in the election of the Class I or the Class II Directors. The Class III Directors shall be elected by the vote of the holders of the issued and outstanding shares of Series C Preferred Stock voting together as a single class (and to the extent that no shares of Series C Preferred Stock are issued and outstanding, then the Class III Directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class).
The First Amendment to the Amended and Restated Bylaws of the Company is attached as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 3.1 * | First Amendment to the Amended and Restated Bylaws of the Company |
_______________
* Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DYNARESOURCE, INC. | ||
| (Registrant) | ||
| By: /s/ K.W. Diepholz | ||
| Name: K.W. Diepholz | ||
| Title: Chairman and CEO |
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EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 * | First Amendment to the Amended and Restated Bylaws of the Company |
_______________
* Filed herewith
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Exhibit 3.1
First Amendment to the
AMENDED AND RESTATED
BYLAWS
OF
DYNARESOURCE, INC.
Effective June 29, 2015, a Certificate of Amendment (the “ Certificate of Amendment ”) was filed with the Secretary of State of the State of Delaware, to amend the Certificate of Incorporation of DynaResource, Inc. (the “ Corporation ”). The Certificate of Amendment altered the composition of the Board of Directors of the Corporation.
Consistent with the provisions of the Certificate of Amendment, the Board of Directors of the Corporation has adopted the following amendment:
Article III, Section 3.02 of the Amended and Restated Bylaws of DynaResource, Inc. is hereby amended in its entirety to read as follows:
Section 3.02 . Number, Election and Term of Office . As set forth in Article V of the Certificate of Incorporation, as amended to date, the Board of Directors shall be divided into three classes of directors, Class I Directors, Class II Directors and Class III Directors, all of whom shall be eligible for election at each annual meeting of the stockholders. The Board of Directors shall have the right to fix the number of directors from time to time; provided that the number of Class I Directors shall at all times comprise a majority of the directors and there shall always be at least one Class III Director. The Class I Directors shall be elected by the vote of the holders of the issued and outstanding shares of Series A Preferred Stock voting together as a single class (and to the extent that no shares of Series A Preferred Stock are issued and outstanding, then the Class I directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class), the Class II Directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class, and the Class III Directors shall be elected by the vote of the holders of the issued and outstanding shares of Series C Preferred Stock voting together as a single class (and to the extent that no shares of Series C Preferred Stock are issued and outstanding, then the Class III directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class). Each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders.
This First Amendment to the Amended and Restated Bylaws of DynaResource, Inc. was approved by the affirmative vote of a majority of the total number of directors currently serving, without taking into effect any vacancies, on December 22, 2015.
/s/ K.D. Diepholz
K.W. (“K.D.”) Diepholz
Chairman & CEO