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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):
March 25, 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) |
100 Biscayne Blvd., #1201
Miami, FL 33132
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: 646-240-4235
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 3.03. Material Modification to Rights
of Security Holders.
To the extent required by Item 3.03 of Form 8-K,
the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated
by reference herein.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 29, 2025, the stockholders of RenX
Enterprises Corp., a Delaware corporation (the “Company”), approved a proposal at the Company’s 2025 annual meeting
of stockholders (the “Annual Meeting”) to amend the Company’s Amended and Restated Certificate of Incorporation, as
amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a ratio between 1-for-5 to 1-for-20, with the ratio within such range to be determined
at the discretion of the Company’s Board of Directors (the “Board”), without reducing the authorized number of shares
of Common Stock. Following the Annual Meeting, the Board approved a final split ratio of 1-for-20 (the “Reverse Stock Split”).
Following such approval, on March 25, 2026, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”)
with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with a legally effective time of 12:01 a.m. Eastern
Time on March 26, 2026 (the “Effective Time”). The Common Stock began trading on a split-adjusted basis when the Nasdaq Capital
Market opened on March 26, 2026.
No fractional shares will be issued in connection
with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common
Stock as a result of the reclassification and combination following the Effective Time of the Reverse Stock Split (after taking into account
all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s paying
agent, Equiniti Trust Company, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the
Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales
price of the Common Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.
The Reverse Stock Split will reduce the number
of outstanding shares of Common Stock from approximately 50 million shares to approximately 2.5 million shares. Proportional adjustments
will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards
and warrants, as well as the applicable exercise price.
After the Reverse Stock Split, the trading symbol
on the Nasdaq Capital Market for the Common Stock will continue to be “RENX.” The new CUSIP number for the Common Stock following
the Reverse Stock Split will be 78637J 402.
The description of the Amendment set forth above
does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
The primary purpose of the 1-for-20 Reverse Stock
Split is to raise the per-share trading price of the Common Stock to allow for its continued listing on the Nasdaq Capital Market, among
other benefits, including making the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital
Market requires, among other things, that for continued listing a company’s common stock maintain a minimum bid price of at least
$1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising
the bid price of the Common Stock for the required period.
In addition, on March 24, 2026, the Company issued
a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is attached
as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of RenX Enterprises Corp. |
| 99.1 |
|
Press Release dated March 24, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
RENX ENTERPRISES CORP. |
| |
|
|
|
| Dated: March 30, 2026 |
By: |
/s/ Nicolai Brune |
| |
|
Name: |
Nicolai Brune |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
RenX Announces Reverse Stock
Split to Regain Compliance with Nasdaq’s Minimum Bid Price
MIAMI, March 24, 2026 /PRNewswire/ -- RenX
Enterprises Corp. “RenX” (NASDAQ: RENX), a technology-driven environmental processing and sustainable materials company,
today announced that it will effect a 1-for-20 reverse stock split (“reverse split”) of its common stock, par value $0.001
per share (“Common Stock”), that will become effective at 12:01 a.m. Eastern Time on March 26, 2026. The Company’s Common
Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RENX” and will begin trading
on a split-adjusted basis when the Nasdaq opens on March 26, 2026 (“Effective Time”). The new CUSIP number for the Common
Stock following the reverse split will be 78637J402.
At an annual meeting of stockholders held on September
29, 2025 (the “Annual Meeting”), the Company’s stockholders granted the Company’s Board of Directors the discretion
to effect a reverse split of the Company’s Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-20, with such
ratio to be determined by the Company’s Board of Directors. Following the Annual Meeting, the final ratio of 1-for-20 was approved
by the Company’s Board. “We continue to make progress with our current business objectives, focused on producing value-added
compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end markets,” stated David Villarreal,
CEO of RenX. “Nevertheless, similar to other micro-cap companies, we have faced a challenging capital markets environment. We believe
this reverse split will allow us to regain compliance with Nasdaq’s minimum bid price requirement and to make our bid price more
attractive to a broader universe of investors. We remain highly encouraged by the outlook for the business and look forward to providing
updates on our progress.”
The 1-for-20 reverse split will proportionally
reduce the number of outstanding shares of Company Common Stock from approximately 50 million shares to approximately 2.5 million shares
and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments
will be made to the number of shares of RenX’s Common Stock issuable upon exercise or conversion of the Company’s outstanding
equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares
of RenX’s Common Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company. Stockholders whose
shares are held in brokerage accounts should direct any questions concerning the reverse split to their broker. All stockholders of record
may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC at 800-468-9716.
The reverse split is intended to bring the Company
into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market, and
to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital Market requires, among
other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.
Any person who would otherwise be entitled to
a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into
account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to
the number of shares of the Common Stock held by such stockholder before the reverse split that would otherwise have been exchanged for
such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten
days preceding the Effective Time.
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, among others, statements regarding the reverse split allowing the Company
to regain compliance with Nasdaq’s minimum bid price requirement, enabling the Company to attract a broader universe of investors,
the Company producing value-added compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end
markets; the planned deployment of a licensed Microtec system; RenX’s technology-enabled approach allowing it to move beyond traditional
waste-to-value operations and manufacture engineered growing media with repeatable quality and defined specifications; the Company’s
optimization of products for regional feedstocks and customer requirements shortening supply chains, enhancing quality control, and improving
unit economics while serving higher-value end markets; the Company’s ability to monetize its portfolio of legacy real estate assets;
the Company’s ability to fund its core technology-driven environmental processing platform. These forward-looking statements are
based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current
conditions, and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Important
factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability
to regain and maintain compliance with the Nasdaq’s minimum bid price; the Company’s ability to monetize its portfolio of
legacy real estate assets; the Company’s ability to fund its core technology-driven environmental processing platform; 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
Securities and Exchange Commission. 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
