RenX Enterprises Prices $6.0 Million Private Placement with Fixed Conversion Price

Rhea-AI Summary

RenX Enterprises (NASDAQ: RENX) entered a PIPE financing to issue $6.0 million of senior convertible notes bearing 12% interest, maturing in 13 months, convertible at $0.281 per share. The deal includes warrants equal to 100% of note face value exercisable at $0.15594 for six years. Proceeds are intended primarily for working capital and the financing is expected to close on or about Feb 13, 2026, subject to customary conditions.

Positive

• $6.0M gross proceeds from PIPE financing
• Conversion price fixed at $0.281 per share
• Warrants equal to 100% of note face value with six-year term
• Registration rights agreed to enable resale of issued shares

Negative

• Notes carry high 12% annual interest
• Short 13-month maturity creates near-term refinancing need
• Potential dilution from convertible notes and 100% face-value warrants

Key Figures

PIPE gross proceeds: $6.0 million Notes principal: $6.0 million Note interest rate: 12% per annum +5 more

8 metrics

PIPE gross proceeds $6.0 million Senior Convertible Notes PIPE, before fees and expenses

Notes principal $6.0 million Aggregate principal amount of Senior Convertible Notes

Note interest rate 12% per annum Coupon on Senior Convertible Notes

Note maturity 13 months Tenor from date of issuance

Conversion price $0.281 per share Fixed conversion price of Senior Convertible Notes

Warrant coverage 100% of face value Warrants equal to 100% of note principal

Warrant term 6 years Expiration from issuance of Warrants

Warrant exercise price $0.15594 per share Exercise price of Warrants

Market Reality Check

Price: $0.2518 Vol: Volume 31,291,415 vs 20-d...

high vol

$0.2518 Last Close

Volume Volume 31,291,415 vs 20-day average 4,058,651 (relative volume 7.71x) shows unusually heavy trading ahead of this financing. high

Technical Shares at 0.2518 are trading below the 1.08 200-day MA and 91.28% under the 52-week high, but still 48.29% above the 52-week low.

Peers on Argus

The stock was up 42.26% while sector peers showed modest, mixed moves (e.g., XIN...

1 Up 1 Down

The stock was up 42.26% while sector peers showed modest, mixed moves (e.g., XIN up 3.17%, JFB down 10.36%). Momentum scanner peers were split, with one up ~4.44% and one down ~4.31%, indicating stock-specific factors rather than a sector-wide move.

Previous Private placement Reports

1 past event · Latest: Oct 16 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Oct 16	Private placement financing	Negative	-7.4%	Announced $9.0M PIPE using Series B preferred stock and warrants.

Pattern Detected

The last tagged private placement on Oct 16, 2025 saw a -7.44% move, suggesting prior financings were met with negative price reactions.

Recent Company History

Over recent months, the company has relied on structured financings, including a $9.0 million PIPE on Oct 16, 2025 using Series B non-voting convertible preferred stock and warrants. Related proxy and resale registration filings highlighted significant potential dilution and complex anti-dilution features. Against this backdrop, the new $6.0 million senior convertible note PIPE continues the pattern of balance sheet-driven updates and capital raises to support operations and growth plans.

Historical Comparison

-7.4% avg move · In the past year, the company disclosed one tagged private placement, which saw an average move of -...

private placement

-7.4%

Average Historical Move private placement

In the past year, the company disclosed one tagged private placement, which saw an average move of -7.44%, indicating prior financings were received bearishly compared with typical corporate news.

Historical and current announcements both center on PIPE structures with convertibles and warrants, showing continued reliance on equity-linked financing to fund expansion and working capital.

Regulatory & Risk Context

Active S-3 Shelf · $9.0 million

Shelf Active

Active S-3 Shelf Registration 2025-10-31

$9.0 million registered capacity

An effective Form S-3 has been filed for the resale of up to 91,115,703 shares by selling stockholders. The company would only receive up to $9.0 million if registered warrants are exercised for cash, and the filing emphasizes potential substantial dilution from conversions and anti-dilution mechanisms.

Market Pulse Summary

This announcement details a $6.0 million PIPE using 12% Senior Convertible Notes and six‑year warran...

Analysis

This announcement details a $6.0 million PIPE using 12% Senior Convertible Notes and six‑year warrants, adding near-term liquidity but also introducing new convertible and warrant overhang. Historically, a similar PIPE in Oct 2025 coincided with a -7.44% move. Investors may watch future SEC filings on registration of underlying shares, any changes to financing terms, and progress in monetizing operations and legacy real estate assets.

Key Terms

private investment in public equity, PIPE financing, senior convertible notes, warrants, +2 more

6 terms

private investment in public equity financial

"entered into a securities purchase agreement for a private investment in public equity"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

PIPE financing financial

"securities purchase agreement for a private investment in public equity (“PIPE”) financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

senior convertible notes financial

"issue to investors Senior Convertible Notes (“Notes”) in the aggregate principal amount"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

warrants financial

"The Company will also issue warrants (“Warrants”) to purchase shares of the Company’s common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration rights agreement regulatory

"the parties also entered into a registration rights agreement, pursuant to which the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Regulation D regulatory

"and/or Regulation D promulgated thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. Not financial advice.

Improves Cash Position and Runway

MIAMI, FL, Feb. 13, 2026 (GLOBE NEWSWIRE) -- RenX Enterprises Corporation (NASDAQ: RENX ("RenX" or the “Company”), a technology-driven environmental processing and sustainable materials company, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing for gross proceeds to the Company of approximately $6.0 Million, before deducting placement agent fees and offering expenses.

Pursuant to the terms of the securities purchase agreement, the Company will issue to investors Senior Convertible Notes (“Notes”) in the aggregate principal amount of $6.0 million. The Notes will bear interest at a rate of 12% per annum, will mature 13 months from the date of issuance and will be convertible at the option of the holder at a fixed conversion price of $0.281 per share. In connection with the PIPE financing, the Company will also issue warrants (“Warrants”) to purchase shares of the Company’s common stock in an amount equal to 100% face value of the note and will have a term of six years and will be exercisable at a price of $0.15594 per share. The offering is being priced to be an at market transaction. as contemplated by Nasdaq Listing Rule 5635(d)(1)(A).

Dawson James acted as the sole placement agent for the PIPE financing.

The PIPE financing is expected to close on or about February 13, 2026, subject to the satisfaction of customary closing conditions.

In connection with the PIPE financing, the parties also entered into a registration rights agreement, pursuant to which the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon the conversion of the Notes and the exercise of the Warrants.

The Company intends to use the net proceeds from the PIPE financing primarily for working capital purposes.

The Senior Convertible Notes and the Warrants described above are being offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. The Notes, the Warrants, and the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, these securities may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About RenX Enterprises Corp.

RenX Enterprises Corp. is a technology-driven environmental processing and sustainable materials company focused on producing value-added compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end markets. The Company’s platform is designed to be differentiated by its use of advanced milling and material-processing technology, including a planned deployment of a licensed Microtec system, to precisely size, refine, and condition organic inputs into consistent, high-performance soil substrates. This technology-enabled approach will allow RenX to move beyond traditional waste-to-value operations and manufacture engineered growing media with repeatable quality and defined specifications.

RenX’s core operations are anchored by a permitted 80+ acre organics processing facility in Myakka City, Florida. At this facility, the Company integrates organics processing, advanced milling, blending, and in-house logistics to support the localized production of proprietary soil substrates and potting media. The Company believes that by optimizing products for regional feedstocks and customer requirements, it can shorten supply chains, enhance quality control, and improve unit economics while serving higher-value end markets. The Company also owns a portfolio of legacy real estate assets, which it intends to monetize to fund its core technology-driven environmental processing platform.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are or may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions and include statements regarding the closing of the PIPE financing, the Company’s intended use of the proceeds from the PIPE financing, the registration of the shares of common stock underlying the Notes and the Warrants. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, and expected future developments, as well as other factors we believe are appropriate in the circumstances. Important factors that could cause actual results to differ materially from current expectations include, among others, the parties’ ability to satisfy the closing conditions, timing of filing of the registration statement covering the securities underlying the Notes and the Warrants, and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

For Media and IR inquiries please contact:
info@sgdevco.com

FAQ

What financing did RenX (NASDAQ: RENX) announce on February 13, 2026?

RenX announced a PIPE to issue $6.0 million of senior convertible notes with warrants. According to the company, the notes bear 12% interest, mature in 13 months, and include warrants equal to 100% of note face value exercisable for six years.

What are the conversion and warrant exercise prices in the RenX (RENX) PIPE deal?

The notes convert at a fixed price of $0.281 per share and warrants exercise at $0.15594. According to the company, the warrants equal 100% of the note face value and have a six-year term.

How does RenX (RENX) intend to use the net proceeds from the $6.0M PIPE?

RenX intends to use the net proceeds primarily for working capital. According to the company, funds are targeted to improve cash position and runway for its technology-driven environmental processing operations centered in Myakka City, Florida.

When is the RenX (RENX) PIPE financing expected to close and what conditions apply?

The PIPE is expected to close on or about February 13, 2026, subject to customary closing conditions. According to the company, closing depends on satisfaction of those customary conditions and completion of required documentation.

What investor protections or resale provisions accompany RenX (RENX) convertible notes?

The parties agreed to registration rights to permit resale of shares underlying the notes and warrants. According to the company, it will file one or more SEC registration statements covering conversion and warrant shares for resale.

What are the immediate investor risks from RenX (RENX)’s $6.0M convertible note offering?

Immediate risks include 12% interest cost, 13-month maturity requiring near-term refinancing, and dilution from conversion and 100% face-value warrants. According to the company, these are features of the private placement to raise working capital.