DYNR 8-K
Dynaresource, Inc. (DYNR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025, the Company entered into the following agreements:
1. An Amendment to the Employment Agreement for Rohan Hazelton, the Company's President and Chief Executive Officer, which, among other things: (i) provides for the surrender and cancellation of all right, title, and interest in and to the Hazelton Signing Bonus Securities, and authorizes the re-issuance of such securities to Hazelton as of November 20, 2025, in accordance with applicable securities laws, in light of Hazelton’s current residency in the United States, (ii) removes the requirement that the Hazelton Annual Bonus Securities be payable entirely in DSUs, (iii) removes Hazelton’s entitlement to any “Benefit Pay” and in lieu thereof, increases his base salary by 10%, and (iv) contemplates other changes to the Hazelton Agreement in light of the fact that Hazelton now maintains residence in Florida.
2. An Offer of Continued Employment for Alonso Sotomayor, the Company's Chief Financial Officer, superseding and replacing Alonso Sotomayor's original employment agreement in its entirety, which, amongst other things, (i) removes any entitlement of Sotomayor to the Sotomayor Signing Bonus Securities until such securities are approved for issuance by the Company's Compensation Committee and Board; and (ii) amends the governing law of Sotomayor’s employment relationship with the Company from Texas, United States, to Ontario, Canada, given Sotomayor is a Canadian resident, and includes various changes given the foregoing change of jurisdiction.
Item 9.01 Financial Statements and Exhibits.
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104 |
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SIGNATURES
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.
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DynaResource, Inc. |
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Date: |
November 26, 2025 |
By: |
/s/ Rohan Hazelton |
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Rohan Hazelton, Chief Executive Officer |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Agreement") is made as of November 20, 2025 (the "Effective Date"), by and between DynaResource, Inc., a Delaware corporation (the "Company"), and Rohan Hazelton ("Executive").
RECITALS
WHEREAS the Company and Executive entered into an Employment Agreement dated as of June 3, 2024 (the "Employment Agreement");
WHEREAS the Company and Executive wish to amend certain provisions under the Employment Agreement;
AND WHEREAS capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement, including the compensation to be paid to Executive, the parties hereby agree as follows:
The first sentence of Section 1.5 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Executive's primary office location will be at his home in Estero, Florida. Executive’s primary office location may be changed upon mutual agreement with the Board.
Section 2.1 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Base Salary. Effective January 1, 2025, Executive shall receive an annual base salary (the ''Base Salary") of Two Hundred Forty-Seven Thousand, Five Hundred Dollars ($247,500), payable in accordance with the Company's standard payroll dates and practices. Executive's Base Salary may be reviewed and adjusted no more frequently than annually by the Compensation Committee of the Board.
Section 2.2 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Annual Bonus. Executive shall be eligible to receive an annual discretionary bonus, as determined by the Comp Committee (the "Discretionary Bonus"), in an amount up to 50% of the Base Salary paid to Executive in the calendar year to which the Discretionary Bonus applies.
In light of the fact that Executive was never issued any of the Options, Grant Date DSUs or Grant Date RSUs as contemplated in the Employment Agreement, Section 2.3 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Section 2.4 of the Employment Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Other Benefits. Executive will be eligible to participate in any healthcare, retirement, and other benefit plans and programs of the Company generally available from time to time to employees of the Company and for which Executive qualifies under the terms thereof. Nothing in this Agreement shall limit the Company's ability to change, modify, cancel, amend or discontinue any of these plans.
Additionally, all references to the defined term “Benefit Pay” throughout the Employment Agreement shall be deleted, including, for certainty, in sections 3.6(a) and 3.9(d)(ii) of the Employment Agreement.
Except as otherwise provided herein, the Employment Agreement shall remain in full force and effect. Each reference to the Employment Agreement in the Employment Agreement or any other document shall be deemed to be a reference to the Employment Agreement, as amended by this Agreement.
This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The delivery of an electronic copy of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the Effective Date.
DYNARESOURCE, INC.
By: /s/ Alonso Sotomayor
Alonso Sotomayor, CFO
/s/ Rohan Hazelton
Rohan Hazelton, Individually
November 20, 2025
Alonso Sotomayor
130 Mintwood Road
Thornhill, ON L4J 0G5
Dear Alonso:
Re: Offer of Continued Employment with DynaResource, Inc. (“DynaResource” or the “Company”)
On behalf of DynaResource, it is my pleasure to extend you a conditional offer of continued employment as the Chief Financial Officer of the Company. This offer of continued employment (the “Agreement”) will come into force effective as of November 20, 2025. Your original start date of July 22, 2024 will be recognized for all employment purposes. In consideration of the mutual covenants and agreements below, a signing bonus of C$1,000 less applicable deductions and withholdings, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties have agreed as set out in this Agreement.
Position and Duties
You will continue to be employed in the position of Chief Financial Officer of the Company, reporting to the Chief Executive Officer of the Company. You shall perform such duties and responsibilities associated with this position, including but not limited to those duties and responsibilities, power and authority normally associated with the Chief Financial Officer position, as well as those duties that may be reasonably assigned to you from time to time, including those duties, responsibilities, power, and authority described in the job description attached hereto as Schedule A. You agree to perform the duties and responsibilities for the Company consistent with this Agreement. You agree that DynaResource can make reasonable changes to your duties from time to time to meet our organizational objectives. In the event of any such changes (including promotions), this Agreement will continue to apply to your employment, unless varied or replaced by a further agreement in writing.
Hours of Work
You understand and agree that your hours of work will vary from day to day and week to week. Without limiting the foregoing, the number of days and hours worked will vary based on the Company’s business needs.
You shall devote your full business time, attention, best efforts, business judgment skill and knowledge exclusively for the advancement of the business and interests of the Company and discharge of your duties and responsibilities under this Agreement. Provided however that you may manage personal investments, serve on the boards of civic and charitable entities, and, with the prior written consent of the Board of Directors of the Company, serve on the boards of other for-profit entities so long as such activities do not, individually or in the aggregate, interfere or conflict with your duties and responsibilities to the Company.
Place of Employment
Your primary place of work will be at your home office, located in Ontario, Canada. In the future, should the Company establish a physical office in the Greater Toronto Area, the Employee may be required to attend in-person at such location. Any change to the Employee’s work location shall be subject to mutual agreement between the Employee and the Company at that time.
You will be required to travel for business as may be reasonably required by the Company for the purposes of carrying out your duties and responsibilities, including to visit the Company’s site in Mexico. Accordingly,
it is a term and condition of your employment that you possess and maintain an up-to-date and valid passport and remain legally able to travel internationally.
Term
Your employment shall continue indefinitely, subject to the termination provisions provided for in this Agreement.
Mandatory Training
You agree to provide DynaResource with a certificate issued by the Ontario Ministry of Labour or evidence satisfactory to the Company in its sole discretion, confirming that you have completed the Health and Safety Awareness Training for Workers and Supervisors required by the Occupational Health and Safety Act before the effective date of this Agreement. The online training can be found on the Ministry of Labour’s website at: http://www.labour.gov.on.ca/english/hs/training/.
Compensation
For the purposes of this Agreement, “Actively Employed” means that you must be employed by the Company and must not have resigned or retired and, in the event that your employment is terminated for any reason by the Company, including unlawful or constructive termination (termination does not include a waiver of any resignation notice period), the period while “Actively Employed” shall include only the period up to the last day you performed active service for the Company plus the remaining minimum statutory notice period (if any) required under the ESA. For clarity, if a Court were ever to award you with common law notice, notwithstanding the termination provisions of any employment agreement, that the period of any such notice award, beyond any entitlement to statutory notice, is not included in the Actively Employed or Active Employment Period. You are not entitled to any Incentive payments during any common law notice period beyond any applicable statutory notice period. You also have no entitlement to pay in lieu or damages for any lost opportunity to earn incentive payments under this Agreement through any common law notice period, except to the extent required by any minimum statutory obligations in accordance with ESA.
If your employment is terminated by the Company without cause prior to the issuance of the RSUs due to the CTO remaining in effect, you will be entitled to a cash payment equal to the value of the RSUs that would have vested as of the termination date under the original vesting schedule, calculated based on the fair market value of the Company’s shares on the date of termination.
You agree that vacation pay will be paid by salary continuance through your statutory vacation time and for any earned annual bonus as a lump sum payment at the end of the year or with the payment of those amounts.
Confidentiality
As part of your continued employment with DynaResource, you acknowledge that you have acquired and will continue to acquire information about certain matters which are confidential to DynaResource (the “Information”), including but not limited to (i) trade secrets; (ii) lists of present and prospective clients; (iii) Company created policies and concepts; (iv) financial and marketing information (including but not limited to information about costs, prices, profitability and sales information not available outside the Company); (v) business plans, priorities, forecasts and market strategies; (vi) discoveries, inventions, research and development, formulas and technology; (vii) information regarding Company personnel; (vii) secret and confidential plans for and information about new or existing services and initiatives to address the Company’s competition; (viii) information regarding customer relationship; (ix) proprietary or confidential
information of customers or clients for which the Company may owe an obligation not to disclose such information. You acknowledge and agree that all Information is proprietary to DynaResource and a valuable trade secret of DynaResource, disclosure of which will severely damage the economic interests of DynaResource. You agree not to disclose any of such information to anyone outside DynaResource, without the prior written consent of DynaResource, except where such disclosure is necessary for the proper and bona fide execution of your duties hereunder or required by law. Your obligation not to disclose or use such Information will continue to apply after you have ceased to be an employee of DynaResource until such time as the information becomes public knowledge through no fault of your own.
You agree that:
Non-Solicitation of Employees
You agree that, in addition to any fiduciary duties that you owe to the Company, during your employment and for a period of twelve (12) months following the cessation of your employment for any reason (including, but not limited to resignation and termination with or without just cause) that you shall not directly or indirectly influence or try to influence or encourage any employee employed by or independent contractor retained by DynaResource at the time of the cessation of your employment and with whom you had contact through your employment at any time within the last twelve (12) months of your employment, to resign his or her employment or retainer, or to change his or her relationship with DynaResource. You acknowledge and agree that this provision shall survive the termination of your employment with this Agreement.
Non-Competition
During your employment and for a period of twelve (12) months following the cessation of your employment for any reason (including, but not limited to resignation and termination with or without just cause) (the “Time Period”), you agree that in addition to any and all fiduciary duties that you owe to the Corporation, you will not, directly or indirectly, whether through a corporation or otherwise, individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate, corporation or any other entity whether as principal, agent, employee, employer, consultant, shareholder, investor, creditor, licensor, licensee, independent contractor, franchisor, distributor, supplier, trustee, director, officer or otherwise (save and except as a shareholder where such shareholdings are in the aggregate less than 5% of the voting equity of an entity offering its securities to the public and having its securities listed on a stock exchange), at any time during the Time Period do any of the following:
For certainty, you shall not be in violation of this Section by virtue of being employed by or providing services to an endeavour, activity or business in all or any part of the Territory that is in the Business if such employment or services are not in a Same or Similar Capacity.
For the purposes of this Agreement, “Same or Similar Capacity” means
For the purposes of this Agreement, “Territory” means within 100 miles of the location of any mine operated by the Company or any of its subsidiaries
Intellectual Property Rights
Injunctive Relief
You acknowledge and agree that DynaResource may suffer irreparable harm if you breach any of the obligations under the Non-Solicitation of Employees, Non-Competition, and Intellectual Property Sections of this Agreement and that monetary damages would be difficult or impossible to calculate or quantify and inadequate to compensate the Company for such a breach. Accordingly, you agree that in the event of a breach, or a threatened breach, by you of any of the provisions of the Non-Solicitation of Employees, Non-Competition, and Intellectual Property Sections of this Agreement, DynaResource shall be entitled to obtain, in addition to any other rights, remedies or damages available to the Company at law or in equity, an interim,
interlocutory, and permanent injunction, without having to prove damages, to prevent or restrain such breach, by you, or by any or all of your partners, employers, employees, servants, agents, representatives and any other persons directly or indirectly acting for, or on behalf of, or with, you.
Conflicts of Interest
During your employment with DynaResource, you shall not engage in any activities (either during or outside of working hours) that create a conflict with the interests of DynaResource, nor shall you provide any service to any person, company, group or organization if, in the sole opinion of the Company, the provision of such service would actually or potentially create a conflict of interests.
Compliance with Company Rules and Policies
You agree to abide by the terms of the Company’s policies and procedures which may be amended by the Company in its sole discretion from time to time. More specifically, as a term of your employment with the Company, you agree to comply with the Company’s Employee Handbook that is provided herewith, terms of which may be amended by the Company from time to time in its sole discretion.
DynaResource requires all of its employees to observe the highest standards of ethics and integrity. Our Company has a reputation for upholding these values and all employees are expected to hold and observe them. As an employee of DynaResource, you have a duty of loyalty to DynaResource.
You also agree to abide by all applicable laws during your employment with DynaResource.
No Restrictive Covenants and No Inducement
You represent that you have disclosed and provided to the Company any agreements with your prior employer(s) that set forth any obligations you made to your current or former employer (whether or not enforceable) relating to confidentiality, inventions, non-solicitation of employees, non-competition or any other like covenant.
By signing below, you acknowledge that you have not:
(i) brought (and will not bring) onto the Company's premises, or use in the performance of your responsibilities at the Company, any equipment, supplies, facility, electronic media, software or trade secret information of any former employer, which are not generally available to the public, unless you obtained written authorization for their possession and use; and
(ii) solicited or induced (or caused others to solicit or induce) any employee or contractor of your present or former employer to terminate his or her employment relationship with your present or former employer, nor will you engage in such solicitation while employed with the Company, in violation of any non-solicitation agreement you signed with your former employer.
You also agree that the Company has not enticed or otherwise induced you to leave any previous employment.
Termination of Employment
The term of your employment shall be indefinite, subject to termination as provided hereunder. Any payments referred to below are subject to all required/applicable statutory deductions, withholdings and remittances.
You may also terminate your employment for Good Reason as defined below. If you terminate for Good Reason you will be entitled to the payments contemplated below for a without cause termination. Provided however, that you must give written notice of a termination for Good Reason in accordance with this agreement within 60 days following your knowledge of the first occurrence of a Good Reason and specifying the Good Reason circumstance that you are relying on, the particular action(s) or inaction(s) giving rise to such circumstances and the date that you intend to resign from your employment, which shall be no earlier than 30 days following the date of the Company’s receipt of the notice. Your resignation shall not be deemed a for Good Reason if (i) within 30 days of the Company’s receipt of such notice, the Company remedies the circumstance(s) giving rise to the notice, or (ii) your resignation from employment does not occur within 60 days after the end of the 30-day period provided to the Company to remedy the circumstances giving rise to the notice.
In consideration for the foregoing payment that is in excess of your entitlements under the ESA as of the date of termination, you agree that you will sign a full and final release of all legal claims which you may have against the Company, which are in any way related or arising from your employment with the Company and the termination of such employment, and comply with the terms and conditions of the Non-Solicitation and Non-Competition covenants contained in this Agreement.
The Company may terminate your employment without notice or severance in the event of your wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned by the Company, in accordance with and limited to the provisions of the ESA. You will be provided with any outstanding wages and accrued vacation pay owing to you up to, and including, the date of termination.
The Company may also terminate your employment on a without cause basis where permitted by applicable laws. In the event of a termination without cause following the probationary period, you will only be entitled to the following:
In exchange for receiving the amount outlined under section (vi) above in excess of the entitlements owing under the ESA, you undertake to execute and deliver to the Company a full and final release in a form acceptable to the Company and comply with the terms and conditions of the Non-Solicitation and Non-Competition covenants contained in this Agreement. The Company guarantees that under no circumstances will you receive less than the minimum entitlements required under the ESA. The entitlements outlined above are subject to applicable statutory deductions, withholdings and remittances.
You agree that this provision is fair and reasonable, and is inclusive of any statutory/contractual and/or common law entitlements that you may have. You also agree that upon termination in compliance with this provision, you shall have no cause of action, claim or demand for notice,
pay in lieu of notice, termination pay or severance pay, against the Company or any other person as a consequence of such termination.
Your employment shall end automatically upon your death and the Company shall pay your estate any and all outstanding wages and vacation pay owing to you, as well as reimbursement for any business expenses accrued but unpaid as of the date of termination.
For purposes of this Section:
In the event that: (i) the Company terminates your employment without cause upon the Change of Control or within 12 months thereafter, or (ii) you terminate your employment with the company for Good Reason upon the Change of Control or within 12 months thereafter, you shall be provided with the same entitlements as if you were terminated without cause under the “Termination by the Company” section above.
In consideration for the foregoing pay in lieu of notice that is in excess of your entitlements under the ESA as of the date of termination, you agree that you will sign a full and final release of all legal claims which you may have against the Company, which are in any way related or arising from your employment with the Company and the termination of such employment and comply with the terms and conditions of the Non-Solicitation and Non-Competition covenants contained in this Agreement.
Return of Company Property
Upon the cessation of your employment for any reason, or at any time upon the request of the Company, you shall promptly return to the Company all documents, manuals, lists (including customer lists and contact information), data, records, materials, equipment, tools, devices, and trade cards relating to the Company’s business or containing or pertaining to any confidential information, including copies or reproductions of such materials.
Discipline and Layoffs
You understand and agree that the Company has the right to implement discipline short of termination, including verbal or written warnings and suspensions with or without pay, as determined necessary by the Company in its sole discretion and that the implementation of such discipline does not constitute a termination of employment, constructive or otherwise, under this agreement.
You also understand and agree that the Company has the right to implement temporary layoffs as business needs dictate and as permitted by the ESA, and that such a temporary layoff does not constitute a termination of employment, constructive or otherwise, under this agreement.
Resignation as Officer and Director
If you are an officer or a director of the Company or any of its subsidiaries or affiliates, you agree to immediately resign as an officer and a director (1) of all such entities on the date of termination of your employment, regardless of the reason for the cessation of employment, and (2) of any subsidiaries or affiliates of the Company at any time if requested to do so by the Company. If you fail to resign as contemplated by this section, you will be deemed to have resigned from all such offices and directorships and the Company is hereby authorized by you to appoint the Chief Executive Officer or the Chief Executive Officer’s delegate to sign any documents in your name or otherwise do anything necessary or required on your behalf to give effect to such resignation.
Cooperation and Assistance
Following the termination of your employment for any reason, you agree to cooperate fully, subject to reimbursement by the Company of reasonable out-of-pocket costs and expenses (including reasonable legal fees), with the Company or any subsidiary and its or their counsel with respect to any matter (including any litigation, investigation or governmental proceeding) which relates to matters with which you were involved or about which you had knowledge during your employment with the Company or any subsidiary. Such cooperation shall include appearing from time to time at the offices of the Company or any subsidiary or its or their counsel for conferences and interviews and, in general, providing the officers of the Company or any subsidiary and its or their counsel with the full benefit of your knowledge with respect to any such matter. You further agree that upon termination of your employment for any reason, and if the Board of
Directors of the Company requests, to assist with your successor in the transition of your duties and responsibilities to such successor. You agree to render such cooperation in a timely fashion and at such times as may be mutually agreeable to the parties.
Other Terms and Conditions of Employment
Acceptance
If you have any questions about this agreement or the attached Agreements/Policies, please contact me, Rohan Hazelton, at (647) 983-3006 immediately so that we can review specific terms together. The
Company also suggests that you have your legal counsel review these terms and conditions. Any changes to this agreement must be in writing and signed by the Company. If you agree with these terms, please sign below and return a signed copy of this letter by November 26, 2025.
I welcome you to the team and look forward to working with you in building the business together.
Best Regards,
DynaResource, Inc.
/s/ Rohan Hazelton
Rohan Hazelton
President & CEO
Enclosures:
Employee Handbook; Employment Standards in Ontario Poster
Employee Acknowledgement and Acceptance
I have been given a copy of this agreement and the attached enclosures, and I agree that I have read, understand, accept and agree to comply with their terms and conditions. I acknowledge that I have been given an opportunity to obtain legal advice and have either done so, or waived my right to do so.
Accepted:
Signature /s/ Alonso Sotomayor
Date November 20, 2025
SCHEDULE A
JOB DESCRIPTION
The Chief Financial Officer of the Company shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company. The Chief Financial Officer shall exercise such powers and perform such duties as generally pertain or are necessarily incident to his office and shall perform such other duties as may be specifically assigned to him from time to time by the Board of Directors of the Company, the Chief Executive Officer, or the President of the Company. The Chief Financial Officer may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors of the Company and may execute and deliver such documents, certificates and such other instruments that the Board of Directors of the Company has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly delegated to another officer or as otherwise required by law to be executed and delivered by another person.