NT 10-K Late Filing Notification - DynaResource Inc

NT 10-K 1 dyna10-k2025-nt_fili.htm NT 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

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| (Check One) | | X Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q |
| | | ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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| | | For Period Ended: December 31, 2025 |
| | | |
| | | ☐ Transition Report on Form 10-K |
| | | ☐ Transition Report on Form 20-F |
| | | ☐ Transition Report on Form 11-K |
| | | ☐ Transition Report on Form 10-Q |
| | | ☐ Transition Report on Form N-SAR |
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| | | For the Transition Period Ended: |

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| Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

DYNARESOURCE, INC.

(Exact name of Registrant as specified in its Charter)

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| Delaware | 94-1589426 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 222 W. Las Colinas Blvd., Suite 1910 North Tower

Irving, TX | 75039 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 868-9066

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

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| X | | (a) | | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| | (b) | | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| | (c) | | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. | |

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Annual Report on Form 10‑K for the year ended December 31, 2025 on a timely basis without unreasonable effort or expense. During 2025, the Company transitioned from an exploration‑stage issuer to a production‑stage issuer and reported a significant change in operating results, including a transition from a net loss in the prior year to net income in 2025. These changes required significant judgment, including the identification, evaluation, and capitalization of production‑stage costs. As a result, the Registrant’s independent auditors require additional time to complete their audit procedures and finalize their review of the Company’s financial statements and related disclosures. The Registrant expects to file its Form 10‑K within the extension period provided by Rule 12b‑25.

PART IV — OTHER INFORMATION

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| (1) | Name and telephone number of person to contact in regard to this notification |

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| Alonso Sotomayor | | (647) | | 285-1259 |
| (Name) | | (Area Code) | | (Telephone Number) |

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| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). X Yes ☐ No |
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| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? X Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates revenues of approximately $58 million in 2025 vs. $48 million in 2024 and anticipates net income of approximately $3.8 million in 2025 vs. a net loss of $8.1 million in 2024

DYNARESOURCE, INC.

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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| Date | | March 30, 2026 | | By | | /s/ Alonso Sotomayor |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

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| ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |