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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
Date
of Report (Date of earliest event reported): September 30, 2026
RENX
ENTERPRISES CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41581 |
|
87-1375590 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1111
Brickell Ave, Floor 11 Suite 109,
Miami
FL 33131
(Address
of Principal Executive Offices, Zip Code)
(Former
name or former address, if changed since last report.)
Registrant’s
telephone number, including area code: (786) 808-5776
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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common Stock, par value
$0.001 |
|
RENX |
|
The Nasdaq Stock Market
LLC |
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
1.01 Entry into a Material Definitive Agreement
On
September 30, 2026, RenX Enterprises Corp. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”)
with James D. Burnham (the “Debtholder”), to exchange (the “Exchange”) $1,446,774.32 of principal and accrued
interest outstanding (the “Outstanding Debt”) under a Promissory Note, dated June 2, 2025 (the “Note”), for 1,441
shares (the “Preferred Shares”) of a newly designated series of Series D Convertible Preferred Stock, par value $0.001 per
share (the “Preferred Stock”), convertible at an initial conversion price of $2.895 per share into 497,754 shares of common
stock (the “Conversion Shares”) and a common stock purchase warrant (the “Warrant” and, together with the Preferred
Shares, the “Securities”) to purchase up to 124,438 shares of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), exercisable at an initial exercise price of $2.895 per share, subject to, among other things, adjustment,
shareholder approval (if required under Nasdaq rules) and certain beneficial ownership limitations. Pursuant to the Exchange Agreement,
on September 30, 2026, the Company issued the Securities and the Outstanding Debt was cancelled.
James
D. Burnham currently serves as the Company’s Director of Growth & M&A and previously served as a director on the Company’s
Board of Directors.
The
Exchange Agreement
Pursuant
to the Exchange Agreement, on September 30, 2026, the Company issued the Securities and the Outstanding Debt was cancelled. The Exchange
Agreement contains customary representations and warranties and agreements by the Company and the Debtholder.
In
the Exchange Agreement, the Debtholder acknowledged that the shares of Common Stock issuable upon conversion of the Preferred Shares
and the exercise of the Warrants are subject to an exchange cap (the “Exchange Cap”) such that the Company will not issue
shares of Common Stock upon a conversion of the Preferred Shares or the exercise of the Warrants if the issuance of such shares of Common
Stock would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching its obligations under
the rules or regulations of Nasdaq.
In
the event the Company’s Common Stock is delisted from Nasdaq for 30 or more consecutive trading days without relisting on an approved
exchange, the Exchange Agreement provides that the Debtholder may elect to, by written notice to the Company, exchange the Preferred
Shares for an unsecured promissory note of the Company bearing 10% annual interest with a 24-month maturity.
The
Preferred Stock
The
terms of the Preferred Stock are set forth in the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”).
On October 2, 2026, the Company filed the Certificate of Designation with the Delaware Secretary of State, designating 1,441 shares of
the Company’s preferred stock as Series D Preferred Stock, which sets forth the following key terms:
Par
Value/Stated Value
The
Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000.00.
Conversion
Terms
Subject
to the Beneficial Ownership Limitation (as defined below), each share of Preferred Stock is initially convertible, at the option of the
holder thereof, at any time and from time to time after the date that the Company’s receipt of stockholder approval in accordance
with Nasdaq rules, and without the payment of additional consideration by the holder thereof, at an initial conversion price of $2.895
per share.
The
conversion price is subject to standard proportional adjustment for stock dividends, stock splits or similar events, subject to a floor
price of $1.50 (the “Floor Price”). The conversion price is also subject to the full-ratchet style adjustment for dilutive
issuances (each a, “Dilutive Issuance”), subject to the Floor Price and with Exempt Issuances (as defined in the Certificate
of Designations) carved out. If a holder elects to convert following a Dilutive Issuance that causes the conversion price to be less
than the Floor Price, then the holder would receive the Conversion Shares based upon the Floor Price plus a cash true-up. The issuance
of all of the Conversion Shares issuable upon conversion of the Preferred Stock, including, without limitation, to give full effect to
any adjustment to the conversion price following any stock dividend, stock split or other share combination event or a Dilutive Issuance
is subject to Company stockholder approval, to the extent required by the applicable rules and regulations of The Nasdaq Stock Market
LLC. If the Preferred Stock were to fully convert (including if the conversion price is reduced to the Floor Price, but excluding any
shares of Preferred Stock or adjustments to the stated value that may occur as a result of dividend payments), the Company would issue
up to 960,666 shares of Common Stock.
Beneficial
Ownership Limitation
A
holder of the Preferred Stock is prohibited from converting shares of Preferred Stock into shares of Common Stock (the “Beneficial
Ownership Limitation”) if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in
excess of 4.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion,
subject to adjustment by the holder to up to 19.99% of the total number of shares of Common Stock issued and outstanding immediately
after giving effect to such conversion upon 61 days’ prior notice.
Dividend
Terms
Dividends
accrue on the Preferred Stock at the rate of 8% of the stated value per share on a per annum basis, compounding quarterly and accruing
day to day and, if dividends are not paid in cash, the rate increases to 9% per annum. Dividends may be paid in cash from any funds legally
available for the declaration of dividends, in additional shares of Preferred Stock, or by increasing the stated value on the Corporation’s
books by the amount of the dividend. Dividends are payable as and when the Board of Directors of the Company may determine, upon liquidation
and upon occurrence of a Fundamental Transaction (as such term is defined in the Certificate of Designation).
Rank;
Liquidation Preference
The
Preferred Stock ranks prior in and preference to the Common Stock and Series A Preferred Stock and pari passu (unless otherwise
agreed by holders of at least a majority of the outstanding shares of Preferred Stock) with the Company’s Series B Non-Voting Convertible
Preferred Stock, Series C Non-Voting Convertible Preferred Stock and any other series of the Corporation’s preferred stock with
respect to payment of dividends and the consummation of any redemption. In the event of the liquidation, dissolution or winding-up of
the Company (a “Liquidation”), whether voluntarily or involuntarily, the holders of Preferred Stock will be entitled to receive
an amount in cash per share of Preferred Stock equal to 150% of the stated value of such shares prior and in preference to the Common
Stock and Series A Preferred Stock and pari passu with the Company’s Series B Non-Voting Convertible Preferred Stock, Series
C Non-Voting Convertible Preferred Stock and any other series of preferred stock.
Voting
Rights
Holders
of the Preferred Stock are entitled to vote on an as-converted basis, based on the initial conversion price of $2.895 per share (disregarding
any subsequent adjustments that may be made to the conversion price), alongside holders of Common Stock as a single class, subject to
the Exchange Cap (until such time that stockholder approval has been obtained) and the Beneficial Ownership Limitation. In addition,
as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority
of the then outstanding shares of Preferred Stock, alter or change adversely the powers, preferences or rights given to the Preferred
Stock or alter or amend the Certificate of Designation; authorize or create any class of stock ranking as to dividends, redemption or
distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Preferred Stock; amend its certificate of incorporation
in any manner that adversely affects any rights of the holders of Preferred Stock, increase the number of authorized shares of Preferred
Stock, declare dividends on or redeem junior securities while accrued dividends remain unpaid; or enter into affiliate transactions exceeding
$1 million without disinterested director approval or enter into any agreement with respect to any of the foregoing.
Redemption
The
Company may redeem all or part of the Preferred Shares at any time after the 24-month anniversary of the issuance date by giving the
holder at least 30 days’ written notice. The buyback price depends on timing: 115% of stated value if redeemed between the 24-month
and 36-month anniversaries, and 110% of stated value after the 36-month anniversary, in each case plus accrued and unpaid dividends.
Holders of shares of Preferred Stock may instead elect to convert their shares of Preferred Stock into shares of Common Stock at any
time during the notice period.
Fundamental
Transaction
If
a Fundamental Transaction (as such term is defined in the Certificate of Designation) occurs, then, upon any subsequent conversion of
the Preferred Stock effected within two business days following the date that the Company announces that the Fundamental Transaction
has occurred, the holders of shares of Preferred Stock shall have the right to receive, in lieu of the right to receive shares of Common
Stock, for each share of Common Stock that would have been issuable upon such conversion immediately prior to the occurrence of such
Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share
of Common Stock.
The
Warrant
Exercise
Terms
Subject
to the Exchange Cap and the Beneficial Ownership Limitation, the Warrant shall be immediately exercisable upon issuance, has a term of
five years from the date of issuance, and be exercisable for shares of Common Stock at the Exercise Price of $2.895 per share; provided
that the exercise price and number of shares of Common Stock issuable upon exercise of the Warrant is subject to customary adjustments
pursuant to stock dividends, stock splits or similar events.
Fundamental
Transaction
If
a Fundamental Transaction (as such term is defined in the Warrant) occurs, then the successor entity will succeed to, and be substituted
for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s obligations
under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of the Common Stock
are given a choice as to the securities, cash or property to be received in a Fundamental Transaction, then the holder shall be given
the same choice as to the consideration it receives upon any exercise of the Warrant following such Fundamental Transaction.
Rights
of Holder
Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holder of a Warrant
does not have the rights or privileges of a holder of the Common Stock, including any voting rights, until the holder exercises the Warrant.
Beneficial
Ownership Limitation
The
holder of the Warrant is prohibited from exercising the Warrant for shares of Common Stock if, as a result of such conversion, such holder,
together with its affiliates, would beneficially own in excess of 4.99%. The holder can elect up to a 19.99% beneficial ownership limitation
instead, and any increase takes effect only 61 days after notice to the Company.
The
foregoing descriptions of the Certificate of Designation, Exchange Agreement and the Warrants are qualified in their entirety by reference
to the full text of such agreements, copies of which are attached hereto as Exhibit 3.1, 10.1 and 4.1, respectively, and each of which
is incorporated herein by reference. The representations, warranties and covenants contained in such agreements were made only for purposes
of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations
agreed upon by the contracting parties.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 above of this Current Report on Form 8-K (this “Current Report”) is incorporated by
reference in this Item 3.02. When issuing the shares of Preferred Stock and the Warrant pursuant to the Exchange Agreement in exchange
for the cancellation of the Note, the Company relied upon the exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), available under Section 3(a)(9) promulgated thereunder due to the fact that Company was
the same issuer of the Note, the Debtholder did not pay any additional consideration besides cancelling the outstanding Note, the exchange
was made with a current Company investor and the Company did not pay any commission or remuneration for the solicitation of the exchange.
The shares of Common Stock to be issued upon conversion of the Preferred Stock, to the extent issued, will also be issued pursuant to
an exemption from the registration requirements of the Securities Act available under Section 3(a)(9) promulgated thereunder. The shares
of Preferred Stock, the Warrant and the shares of Common Stock that may be issued upon conversion of the Preferred Stock have not been
registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement
or exemption from the registration requirements.
The
shares of Common Stock to be issued upon exercise of the Warrant will be issued and sold pursuant to an exemption from the registration
requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. In the Exchange Agreement,
the Debtholder represented that it is an “accredited investor” as defined in Regulation D of the Securities Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate
of Designation
The
matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Designation,
including the terms thereof, are incorporated herein by reference. A copy of the Certificate of Designation is attached hereto as Exhibit
3.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are filed or furnished, as applicable, with this Report:
(d)
Exhibits
Exhibit
Number |
|
Exhibit
Description |
| 3.1 |
|
Certificate of Designation of Series D Convertible Preferred Stock |
| 4.1 |
|
Warrant, September 30, 2026 |
| 10.1 |
|
Exchange Agreement, September 30, 2026 |
| 104 |
|
Cover Page Interactive
Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| Dated: October 5, 2026 |
RENX ENTERPRISES CORP. |
| |
|
| |
By: |
/s/ Nicolai
Brune |
| |
Name: |
Nicolai Brune |
| |
Title: |
Chief Financial Officer |
