RMX INDUSTRIES, INC. (RMXI) SEC Filings

RMX Industries, Inc. (RMXI) files Post-Effective Amendment No. 2 to its Form S-1 registration statement under Rule 462(d) solely to add and update exhibits, including a legal opinion and related consents. The company states that all other parts of the registration statement remain unchanged and that this amendment becomes effective immediately upon filing with the SEC.

The filing details estimated offering expenses of $150,000, including legal, accounting, transfer agent, printing and the SEC fee, all to be paid by RMX. It also provides an extensive history of the past three years’ unregistered capital-raising activity, including private placements of Class A common stock, multiple rounds of unsecured promissory note-and-warrant units with varying interest rates, a Regulation A unit offering, warrant and option grants under the 2022 Equity Incentive Plan, and conversions of debt to equity through warrant exercises.

RMX describes indemnification and expense advancement protections for directors and officers under Nevada law, its articles and bylaws, separate indemnification agreements, and director-and-officer insurance. The company notes the SEC’s position that indemnification for Securities Act liabilities is contrary to public policy and therefore unenforceable.

RMX INDUSTRIES, INC. (RMXI), a Nevada corporation, has filed a Form D for a Regulation D exempt private offering relying on Rule 506(b). This is a new notice, with the first sale occurring on 2026-08-14. The company reports that it has sold $363,750 of securities and that $2,636,250 remains available to be sold in the offering. The securities include debt, options or warrants or other rights to acquire another security, and securities to be acquired upon exercise of such rights. The issuer indicates $0 in finders' fees, and revenue or asset size is marked as “Decline to Disclose.”

RMX Industries, Inc. (RMXI) has filed a post-effective amendment to its Form S-1 to update disclosures and cover the resale of 3,954,182 shares of Class A Common Stock by selling stockholders, including shares issuable upon conversion of JAK Notes and exercise of Boustead Warrants. RMX is not selling any securities in this offering and will not receive proceeds from resale, though it may receive up to $992,579.40 if the Boustead Warrants are exercised for cash.

The filing updates a 1-for-3 reverse stock split effective July 24, 2026, recent private placements of 18% promissory notes with warrants, and a shift in business focus to the QuantrusX Real-World Intelligence™ edge-computing platform. The company reports very limited revenue and large losses, and its auditor has expressed substantial doubt about its ability to continue as a going concern.

As of the prospectus date, RMX had cash of $2.16 million (including restricted cash), total assets of $35.9 million, and total liabilities of $5.2 million. Its Class A Common Stock trades on the OTCQB under “RMXI” at a last reported price of $7.70 on August 21, 2026, and RMX has applied to uplist to NYSE American. A multi-class capital structure gives holders of Class B Common Stock and Series X Preferred Stock approximately 94.5% of total voting power, concentrating control with two senior executives.

RMX INDUSTRIES, INC. (RMXI) filed an amended current report to add detailed disclosure about completing an acquisition of software-related intellectual property assets from Apollo Group Enterprises, LLC under an Intellectual Property Purchase Agreement dated May 8, 2026.

On May 17, 2026, RMXI acquired these IP assets in exchange for 500,000 shares of its Class A common stock (as adjusted for a one-for-three reverse stock split effective July 24, 2026). The shares were valued at approximately $3.8 million, and the acquired assets represented about 11.8% of RMXI’s total assets of approximately $32.2 million as of December 31, 2025.

RMX Industries, Inc., a physical-edge intelligence technology company, reported minimal commercialization and heavy losses for the quarter and six months ended June 30, 2026. Revenue was $1,440 for both the quarter and year-to-date, down sharply from $12,592 and $38,792 in the prior-year periods, as activity shifted to the inaugural QuantrusX™ deployment, with $26,624 recorded as deferred revenue.

Operating expenses declined, but substantial non-operating charges drove a much larger loss: the company recorded a net loss of $11,049,252 for the quarter and $17,078,045 year-to-date, including a $10,420,483 loss on conversion of notes via warrant exercises and $3,962,244 of debt discount amortization. The accumulated deficit reached $57,916,272.

RMX held $2,161,653 in cash, cash equivalents and restricted cash at June 30, 2026, including $1,913,320 of restricted cash, against $2,945,000 of convertible and promissory notes payable and $638,382 of derivative liability. Management estimates it needs about $4.0 million to fund operations over the next 12 months and discloses substantial doubt about continuing as a going concern. Plans include an NYSE American uplisting that would unlock approximately $5.0 million (restricted cash release plus an institutional deposit) and a contingent $45.0 million credit facility, but these are subject to conditions outside the company’s control. A 1-for-3 reverse stock split became effective July 24, 2026.

RMX Industries, Inc., a Nevada corporation based in Dallas, filed a Notice of Exempt Offering of Securities under Regulation D, Rule 506(b). This is a new notice for an offering that began with a first sale on July 22, 2026. The company has sold $25,000 of securities so far, with $2,975,000 remaining to be sold. The securities include options, warrants or other rights to acquire a security, as well as the underlying securities to be acquired upon exercise. The issuer reports $0 in finders' fees and declines to disclose its revenue or asset size.

RMX Industries, Inc. filed a Certificate of Change to implement a 1-for-3 reverse stock split of its Class A and Class B common stock, effective at 5:00 p.m. Eastern Time on July 24, 2026. Every three pre-split shares will automatically combine into one share, with no action required by stockholders.

Authorized common stock will decrease from 200,000,000 shares to 66,666,666, including 65,466,666 Class A and 1,200,000 Class B shares. The number of outstanding Class A shares will be reduced from 30,045,216 to approximately 10,015,072, and Class B shares from 1,000,000 to approximately 333,334. The Class A stock will continue to trade on the OTCQB under the symbol “RMXI” on a split-adjusted basis starting July 27, 2026.

The company states that the reverse split is intended to increase the Class A share price and improve marketability and liquidity, and forms part of a strategy to pursue an uplisting to a national securities exchange, such as NYSE American. RMX also reports an agreement for an up to $50 million contingent financing facility that becomes fully available upon a successful uplisting, and highlights the initial commercial deployment of its QuantrusX edge intelligence platform.

RMX Industries, Inc. has amended the terms of an existing financing by extending the maturity of a senior secured convertible note. The company previously issued an Initial Note with an aggregate original principal amount of $2,020,000 under a larger $50,000,000 senior secured convertible note Offering bearing a 15% interest rate. This Initial Note, which had been extended to mature on March 31, 2026 and then to May 30, 2026, will now mature on August 31, 2026 pursuant to an agreement with the institutional investor documented via email on June 22, 2026.

RMX Industries, Inc. reported a challenging quarter as it continued pre‑revenue operations while scaling its video compression and data infrastructure platform. For the three months ended March 31, 2026, revenue was $0, down from $26,200 a year earlier, reflecting a focus on development rather than commercialization.

The company posted a net loss of $6,028,795 versus $4,533,644 in the prior-year period, driven largely by non-cash financing costs, including debt discount amortization and losses on warrant conversions. Operating expenses fell to $1,026,936, a 62% decrease, as RMX cut general and administrative, marketing, and professional services spending.

As of March 31, 2026, RMX held $2,022,553 in cash, cash equivalents and restricted cash (including $1,913,320 restricted), against an accumulated deficit of $46,867,022. Management and the auditors highlight substantial doubt about the company’s ability to continue as a going concern, noting it may only have sufficient liquidity for a few months without new capital.

To fund operations, RMX raised $570,000 during the quarter through private placements of 18% promissory note and warrant units and issued equity via warrant exercises and preferred stock. Subsequent events include additional private placements, a resale registration covering 11.86 million Class A shares for existing holders, and an agreement to issue 1.5 million shares for new intellectual property.