MineralRite Corporation filed a Form 8-K on November 2, 2026, disclosing that the Texas Secretary of State filed its Restated Certificate of Formation on October 26, 2026, and that the company's Board of Directors adopted Amended and Restated Bylaws on November 2, 2026, both effective immediately upon their respective filing or adoption.

Key Highlights

  • Series D Preferred shares increased: The number of shares designated as Series D Preferred Stock rose from 35,000 to 60,000.
  • Series NMC Preferred shares increased: The number of shares designated as Series NMC Preferred Stock rose from 7,100,000 to 10,000,000.
  • Undesignated Preferred Stock decreased: As a result of the two increases, undesignated shares of Preferred Stock fell from 42,627,000 to 39,702,000; total authorized capital stock remained 20,000,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock.
  • Redeemed preferred shares policy changed: Previously cancelled and retired upon redemption or reacquisition, such shares now resume the status of authorized but unissued shares of the same series.
  • Written consent of preferred holders added: Each series of Preferred Stock now permits holders to act without a meeting by written consent signed by holders of not less than the minimum number of votes required to take the action at a meeting.
  • Bylaws updated: Amended and Restated Bylaws adopted November 2, 2026, added offices of Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, and imposed a prohibition on personal loans to directors and executive officers consistent with Section 13(k) of the Securities Exchange Act of 1934.
  • Board and shareholder approval dates: The Restated Certificate of Formation was approved by the Board and eligible shareholders on September 28, 2026.

MineralRite's Restated Charter and Bylaw Changes: What the Filing Covers

According to the filing, the Restated Certificate of Formation of MineralRite Corporation (OTC Markets (OTCID):RITE) became effective when filed with the Texas Secretary of State on October 26, 2026. The company reported that it was notified of the filing by letter and email dated October 30, 2026, a date the filing characterizes as "a Nevada state holiday on which the Company's office was closed," and that the company "first noted the notification on November 1, 2026." The restated document supersedes the prior Restated Certificate of Formation dated December 18, 2024.

The two principal share-count changes affect Series D Preferred Stock, whose designated shares increased from 35,000 to 60,000, and Series NMC Preferred Stock, whose designated shares increased from 7,100,000 to 10,000,000. The filing states that authorized shares of Series A, Series B, and Series C Preferred Stock were not changed. The filing also notes that corrections to typographical, grammatical, numbering, and cross-reference errors were made but that these "do not change the stated voting, conversion or economic terms of any class or series of the Company's stock."

Regarding the Amended and Restated Bylaws adopted on November 2, 2026, the filing states that shareholder approval was not required under Article V of the Restated Certificate of Formation and Section 21.057 of the Texas Business Organizations Code. Among the substantive bylaw changes disclosed, the filing highlights a new prohibition on personal loans to directors and executive officers, a revised shareholder inspection rights framework aligned with Section 21.218 of the Texas Business Organizations Code, and a continuity-of-management provision allowing Board-designated interim successors to preserve company assets and call special shareholder meetings, but not to issue stock or approve fundamental transactions. The filing states that the company's fiscal year end of December 31 is unchanged.

What Was Disclosed

MineralRite Corporation disclosed amendments to its Certificate of Formation increasing designated shares of two preferred series, altering redeemed-share treatment, adding written-consent rights for preferred holders, and adopting Amended and Restated Bylaws with structural governance updates, all effective as of late October and early November 2026.