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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): August 17, 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
August 17, 2026 (the “Effective Date”), Norman Berry II Owner, LLC (“Norman Berry”), a limited liability company
that is 50% owned by RenX Enterprises Corp. (the “Company”), entered into a Purchase and Sale Agreement (the “Sale
Agreement”), with Arbour Valley Development, LLC (the “Purchaser”), pursuant to which, subject to the satisfaction
of various closing conditions, including the Purchaser’s receipt of an allocation of tax credits from the Georgia State Agency
(the “State Agency”) in the amounts requested or, as applicable, the Purchaser’s election not to file an application
(the “Application”) with the State Agency for an allocation of tax credits and/or HOME Investment Partnership Program funds
under the 2026 application round, Norman Berry agreed to sell and convey an approximately 7.7 acre parcel of land (the “Property”)
located at East Point, Fulton County, Georgia to the Purchaser for an aggregate purchase price of $2.6 million (the “Purchase Price”).
Pursuant
to the Sale Agreement: (i) within ten business days from the Effective Date, the Purchaser shall deliver $60,000 to an escrow agent as
an earnest money deposit and (ii) provided that the Purchaser has accepted an award of tax credits from the State Agency, the Purchaser
shall, within ten business days after the expiration of the Application Period (as such term is defined below), deliver an additional
$60,000 to the escrow agent as an additional earnest money deposit. The foregoing earnest money deposits will remain fully refundable
to the Purchaser until the Purchaser submits its Application to the State Agency (the “Pre-Application Period”) for an allocation
of tax credits and/or HOME Investment Partnership Program funds under the 2026 application round for financing the development of the
Property (expected on September 25, 2026). For purposes of the Purchase Agreement, the “Application Period” is the period
from the expiration of the Pre-Application Period through the award date (expected in March 2027).
To
the extent not refunded, the earnest money deposits will be credited against the Purchase Price at closing of the transaction. In the
event that (i) the Purchaser elects not submit the Application to the State Agency, which the Purchaser shall notify Norman Berry of
by September 25, 2026 or such later date published by the State Agency for submission of an Application, or (ii) the Purchaser does submit
the Application and does not obtain an allocation of tax credits in the amounts requested, the Sale Agreement will terminate and be of
no further force and effect, and the Purchaser shall receive a full refund of the earnest deposit.
Pursuant
to the Sale Agreement, the Purchaser also has 180 days following the expiration of the Application Period to secure financing believed
by it to be sufficient to fund the Purchase Price and the future development and operation of the Property (the “Financing Period”).
In the event that the Purchaser, determines, in its sole discretion, that it is unable to secure sufficient funding during the Financing
Period, the Purchaser may terminate the Sale Agreement and Norman Berry would retain the earnest money deposit.
Closing
of the transaction is subject to the satisfaction of conditions customary for transactions of this type, including the Purchaser’s
due diligence, the Purchaser securing certain state program allocations for its intended development of the Property, and the Purchaser
obtaining sufficient funding. Subject to the satisfaction of such conditions, or a waiver thereof, the closing of the transaction shall
be held on or before the date that is 120 days following the expiration of the Financing Period; provided, however, that the Purchaser
shall have the right to extend the closing date up to two times by extension periods of 60 days by providing notice to Norman Berry and
by depositing an additional, non-fundable, sum of $20,000 with the escrow agent for each such extension, which shall be credit toward
the Purchase Price at closing of the transaction.
At
closing of the transaction, of the $2.6 million Purchase Price, it is expected that Norman Berry will first apply approximately $800,000
of the proceeds, plus accrued interest, to repay two notes the Company holds against the Property, with the remaining approximately $1.8
million to be split between the members of Norman Berry, of which the Company’s 50% share is expected to be approximately $900,000.
No assurances can be provided that the transaction will close or, even if it does, that Purchase Price funded at such closing will be
allocated as set forth in this Current Report.
The
foregoing description of the Sale Agreement is qualified in its entirety by reference to the full text of the Sale Agreement, a copy
of which is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 10.1 and is incorporated herein
by reference. The representations, warranties and covenants contained in the Sale Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Sale Agreement and may be subject to limitations agreed upon
by the contracting parties.
Item
7.01 Regulation FD Disclosure.
On
August 21, 2026, the Company issued a press release (the “Press Release”) announcing the execution of the Sale Agreement.
A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished and shall not be deemed to be “filed” with
the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 |
| 10.1 |
|
Purchase
and Sale Agreement, dated August 17, 2026, by and between Norman Berry II Owner, LLC and Arbour Valley Development, LLC. |
| 99.1 |
|
Press
Release, dated August 21, 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:
August 21, 2026 |
RENX
ENTERPISES CORP. |
| |
|
| |
By: |
/s/
Nicolai Brune |
| |
Name: |
Nicolai
Brune |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1

RenX Enterprises Announces $2.6 Million Sale Agreement for Norman
Berry Property
Proceeds expected to provide non-dilutive funding for core operations
at Myakka City and to reduce existing real estate debt
MIAMI, FL, August 21st, 2026 —
RenX Enterprises Corp. (NASDAQ: RENX) (“RenX” or the “Company”) today announced that a joint venture in which
its subsidiary holds a 50% interest has entered into a purchase and sale agreement to sell the Norman Berry property, an approximately
7.7 acre parcel in East Point, Fulton County, Georgia, for a purchase price of $2.6 million. The purchaser is a Florida-based real estate
development company. The agreement is effective as of August 17, 2026.
The sale advances a strategy the Company has described
consistently: monetize non-core legacy real estate and redeploy that capital into its vertically integrated processing platform at Myakka
City, Florida, where the Company is preparing to commission its Microtec milling system in the second half of 2026. At closing, of the
$2.6 million purchase price, it is expected that the joint venture will first apply approximately $800,000 to repay two notes RenX holds
against the property, plus accrued interest, with the remaining approximately $1.8 million split under the joint venture, of which the
Company’s 50% share is approximately $900,000. The Company expects to utilize this capital to support its core operations at Myakka
City.
Closing is subject to conditions customary for
transactions of this type, including the purchaser’s due diligence, the purchaser securing certain state program allocations for its intended
development of the site, and the purchaser obtaining financing. The purchaser’s program application is expected to be submitted
in the second half of 2026, with allocation determinations expected in the first half of 2027. Closing would follow the satisfaction of
these conditions within the periods established by the agreement, which include a post-award financing period and purchaser extension
rights. The purchaser has agreed to make earnest money deposits under the agreement. There can be no assurance that the conditions to
closing will be satisfied or that the transaction will close on the terms described or at all. Full details of the transaction will be
set forth in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
“This transaction shows our legacy asset
strategy delivering real results. Monetizing a non-core parcel to reduce our debt and invest in the buildout at Myakka City strengthens
our balance sheet, while allowing us to focus on our core operations,” said David Villarreal, Chief Executive Officer of RenX Enterprises
Corp.
About RenX Enterprises Corp.
RenX Enterprises Corp. is a biomass recycling,
logistics, and real estate company operating a vertically integrated environmental services platform focused on the engineered soils,
organic recycling, and bulk materials logistics industries. 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 may be deemed forward-looking, including statements regarding
the expected closing of the sale of the Norman Berry property and the timing thereof; the Company’s strategy of monetizing legacy real
estate assets to fund its core processing platform; commissioning the Microtec organic waste processing unit for expected operation in
the second half of 2026; the Company receiving repayment of two notes it holds against the property; the amount of proceeds the Company
expects to receive from the sale of the Norman Berry property; using the proceeds from the sale to reduce the Company’s existing
real estate debt and to support the Company’s core operations at Myakka City; the satisfaction of the conditions to closing, including
the purchaser’s due diligence, state program allocations, and purchaser obtaining financing; submitting the purchaser’s program
application in the second half of 2026, with allocation determinations expected in the first half of 2027; moving beyond traditional waste-to-value
operations to manufacture engineered growing media with repeatable quality and defined specifications; shortening supply chains, enhancing
quality control, and improving unit economics while serving higher-value end markets by optimizing products for regional feedstocks and
customer requirements. 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
the risk that the conditions to closing are not satisfied and that the transaction does not close on the terms described or at all; the
timing and outcome of the purchaser’s state allocation application and financing efforts; the purchaser’s termination and extension rights
under the agreement; the Company’s ability to advance monetization initiatives across its real estate and legacy asset portfolio; the
Company’s ability to deploy the Microtec mill and commence commercial production as planned; the Company’s reliance on third-party technologies
and partners; the availability and cost of feedstock and other inputs; market acceptance of engineered growing media products; the Company’s
ability to maintain adequate liquidity and working capital; general economic and market conditions; and other factors discussed in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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@renxent.com