ASHLAND, Ky., March 13, 2026 (GLOBE NEWSWIRE) -- TX Rail Products, Inc, ("we, " "our," "us," "TX Rail" or "Company") (OTC Markets PINK: TXRP), a supplier of rail and rail products to the U.S. coal mining industry, short line railroads and tunneling contractors, today announced that previously disclosed strategic private placement financing has been terminated and will not proceed.
As previously announced, on January 5, 2026, and as updated on January 16, 2026, we entered into a securities purchase agreement with an institutional accredited investor for the sale of 6,000,000 shares of our common stock at $0.30 per share for anticipated gross proceeds to us of approximately $1.8 million, along with an option for the investor to purchase up to an additional 4,000,000 shares at $0.50 per share over a 36-month period. The closing of the transaction was subject to certain customary closing conditions.
Mr. Shrewsbury, CEO and Chairman of TX Rail, commented "While we are disappointed that this financing will not be completed, we stay focused on advancing our operational objectives and supporting customer demand. We will continue to evaluate alternative financing options, as appropriate, to strengthen our balance sheet and support working capital needs."
We believe that, based on our current operating plan, our existing resources, including cash and cash flows from operations, will be sufficient to fund our working capital requirements for the next twelve months. In order to grow our business, strengthen our balance sheet, or in the event our cash flows from operations are insufficient to fund our operations, we may need or determine to raise additional financing through one or more debt or equity financings. There can be no assurance we will be able to raise such additional financing or upon terms that are acceptable to us or at all. During the three months ending December 31, 2025, we generated cash from operations of approximately $932,000 and as of December 31, 2025, had cash and cash equivalents of approximately $68,000.
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and other applicable law. When used, the words "believe", "anticipate", "estimate", "project", "should", "expect", "plan", "assume" and similar expressions that do not relate solely to historical matters identify forward-looking statements. Forward-looking statements are based on the Company's current assumptions regarding future business and financial performance. Forward-looking statements concerning future plans or results are necessarily only estimates and actual results could differ materially from expectations. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the following: our ability to implement our business strategy; our financial strategy; a downturn in economic environment; our failure to meet growth and productivity objectives; a failure of our innovation initiatives; risks from investing in growth opportunities; fluctuations in financial results and purchases; the impact of local legal, economic, political and health conditions; adverse effects from environmental matters and tax matters; ineffective internal controls; our use of accounting estimates; our ability to attract and retain key personnel and our reliance on critical skills; impact of relationships with critical suppliers; currency fluctuations and customer financing risks; the impact of changes in market liquidity conditions and customer credit risk on receivables; our reliance on third party distribution channels; Securities and Exchange Commission regulations related to trading in "penny stocks;" the continued availability of certain financing provided by our CEO; and other risks, uncertainties and factors or in materials incorporated therein by reference. Any forward-looking statement in this release speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1933, as amended, expressly state that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward looking statements under the PSLRA may not be applied to us at certain times.
