Reticulate Micro to Acquire Remaining Shares of RMX, Consolidating Operations and Rebranding Reticulate Micro as RMX

Rhea-AI Summary

Reticulate Micro (OTCQB: RMXI) has announced plans to acquire the remaining shares of RMX Industries through a share exchange transaction, expected to close by April 2025. The acquisition will consolidate operations and lead to rebranding under the RMX name.

The company, which specializes in advanced video compression technology, aims to streamline efficiencies and enhance its market position. RMX's technology has been tested in over 20 military exercises and achieved the first successful transmission of video over HF radio. The consolidated entity plans to expand its presence in commercial markets, including telecommunications, healthcare, and mining.

Following the acquisition, the company intends to pursue an uplist to a major exchange. The transaction completion is subject to entering into a definitive share exchange agreement and satisfying conditions precedent.

Positive

• Consolidation will streamline operations and reduce costs
• Planned uplist to major exchange could improve stock visibility and liquidity
• Technology proven through 20+ military exercise validations
• Expansion into multiple commercial market opportunities

Negative

• Transaction subject to definitive agreement and conditions precedent
• Currently trades on OTCQB, indicating lower trading volume and liquidity
• Share exchange transaction may lead to dilution for existing shareholders

ST. LOUIS, April 1, 2025 /PRNewswire/ -- Reticulate Micro, Inc. ("Reticulate Micro" or the "Company") (OTCQB: RMXI), a software products company specializing in advanced video compression technology, announced today that it will acquire the remaining shares of RMX Industries Inc. ("RMX") that it does not currently own through an expected share exchange transaction pursuant to an agreement to be entered into by the parties. The move will consolidate operations and align resources to accelerate commercial business opportunities across key sectors. The transaction is expected to close by the end of April 2025.

The consolidation will mark a significant milestone in the Company's evolution as it rebrands under the RMX name. Initially focused on resilient communications solutions for military applications, RMX has expanded into commercial markets, leveraging its cutting-edge video and image compression technology to drive innovation in telecommunications, healthcare, mining, and beyond.

"The acquisition of the remaining shares of RMX represents a natural next step in our growth strategy," said Michael Chermak, Reticulate Micro Executive Chairman. "By bringing all operations under one roof, we can streamline efficiencies, enhance our market position, and capitalize on the tremendous commercial opportunities ahead."

Karl Kit, CEO of RMX, added, "The timing of this consolidation is driven by the rapid expansion of our commercial business pipeline. Following the acquisition, the Company will be well-positioned to execute its growth strategy, including a planned uplist to a major exchange. The Company remains committed to innovation and expanding its presence in high-growth commercial markets."

The rebranded RMX will continue to advance its proprietary technology, which has been rigorously tested in over 20 military exercises and has demonstrated groundbreaking capabilities, including the first successful transmission of video over HF radio. The Company's technology solutions address real-world challenges in industries where video and imagery play a critical role.

The consummation of the share exchange transaction with RMX pursuant to which the Company will acquire the remaining shares of RMX is subject to the parties entering into a definitive share exchange agreement or similar agreement and to the satisfaction of conditions precedent contained in such agreement.

About Reticulate Micro, Inc.

Reticulate Micro, Inc. (OTCQB: RMXI), headquartered in St Louis, Missouri, is a video technology company focused on addressing the world's growing crisis in video data transmission and storage. Through its proprietary VAST (Video Adaptive Systems Technology) platform, Reticulate Micro is aiming to transform how organizations capture, transmit, store and share visual data. The Company's battle-tested technology, proven in military applications, reduces video bandwidth, storage, and power consumption by up to 50% while maintaining quality across any network or hardware platform. From defense to AI and enterprise applications, Reticulate Micro endeavors to redefine how organizations handle the growing demands of video data worldwide.

About RMX Industries Inc.

RMX Industries Inc., (https://rmx.io) headquartered in Dallas, Texas is a technology solutions company transforming the way industries handle data, video, and connectivity with its cutting-edge CRISP (Compressed Rate Intelligent Streaming Protocol) compression technology. As global demand for faster, more efficient data transfer continues to rise, RMX is setting a new benchmark for performance, scalability, and security. From streaming and telecommunications to AI, defense, and enterprise solutions, RMX's innovative approach optimizes infrastructure, reduces costs, and enhances efficiency across multiple sectors. With limitless potential, RMX is at the forefront of the next digital revolution.

Cautionary Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements that are subject to various risks and uncertainties. In addition, our representatives or we may make forward-looking statements orally or in writing from time to time. We base these forward-looking statements on our expectations and projections about future events, which we derive from the available information. Such forward-looking statements relate to future events or our future performance, including our financial performance and projections, revenue and earnings growth, and business prospects and opportunities. You can identify forward-looking statements by those that are not historical facts, particularly those that use terminology such as "intends," "may," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "hopes" or the negative of these or similar terms. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including the risks described in the "Risk Factors" section of the reports and other documents that we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.

Important Notice Regarding Our Regulation A Offering

An offering statement regarding our offering of units consisting of one share of class A common stock and a warrant to purchase one share of class A common stock has been filed with the SEC. The SEC has qualified that offering statement, which means that Reticulate Micro may make sales of the securities described by that offering statement. It does not mean that the SEC has approved, passed upon the merits or passed upon the accuracy or completeness of the information in the offering statement. You may obtain a copy of the offering circular that is part of that offering statement through this link.

Investing in a public offering like our Regulation A offering is subject to unique risks, tolerance for volatility, and potential loss of your investment, that investors should be aware of prior to making an investment decision. Please carefully review the risk factors contained in the offering circular for this offering. For more information about Regulation A offerings, including the unique risks associated with these types of offerings, please click on the SEC's Investor Alert.

Neither this document nor any of its content constitutes an offer to sell, solicitation of an offer to buy or a recommendation for any security by Reticulate Micro or any third party. The content of this document is provided for general information purposes only and is not intended to solicit the purchase of securities or to be used as investment, legal or tax advice. A securities offering by Reticulate Micro is only being made pursuant to the offering circular described above. The content of this document is qualified in its entirety by such offering circular. Prospective investors are urged to consult with their own investment, legal and tax advisors prior to making any investment in Reticulate Micro.

Contact:
Media:
Reticulate Micro Media Relations
media@reticulate.io

Investor Relations:
Reticulate Micro Investor Relations
ir@reticulate.io

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SOURCE Reticulate Micro, Inc.

FAQ

When will Reticulate Micro (RMXI) complete the acquisition of RMX Industries?

The acquisition is expected to close by the end of April 2025, subject to definitive agreement and conditions.

What markets does RMXI plan to expand into after the RMX acquisition?

RMXI plans to expand into telecommunications, healthcare, mining, and other commercial markets leveraging its video compression technology.

What are the key technological achievements of RMX before the RMXI acquisition?

RMX's technology has been tested in 20+ military exercises and achieved the first successful video transmission over HF radio.

What are RMXI's post-acquisition plans for stock exchange listing?

Following the acquisition, the company plans to uplist from OTCQB to a major exchange.