RMX Industries (OTCQB: RMXI) acquires AI IP and completes $1.36M private placement

Rhea-AI Filing Summary

RMX Industries, Inc. entered an intellectual property purchase agreement with Apollo Group Enterprises, LLC to acquire AI-centered software IP assets in exchange for issuing 1,500,000 fully vested Class A Common shares, subject to a 180-day lock-up and a further 180-day leak-out limiting sales to 10% of average daily trading volume.

The company also closed a private placement of 54.4 units at $25,000 per unit, each unit consisting of an unsecured 18% promissory note and a five-year warrant to buy 50,000 Class A shares at $0.50, generating $1,360,000 in gross proceeds for working capital and general corporate purposes.

Insights

Capital markets and corporate finance analyst

RMX combines IP acquisition with a leveraged, warrant-heavy private placement.

RMX Industries is acquiring AI-focused intellectual property from Apollo Group Enterprises in return for 1,500,000 Class A shares. These shares are fully vested but locked up for 180 days, followed by a 180-day leak-out, which spaces out potential selling pressure over time.

To fund operations, RMX raised $1,360,000 via 54.4 units of 18% unsecured notes and 5-year warrants exercisable at $0.50. The notes mature by June 30, 2026 or upon a defined Liquidity Event, creating near-term repayment pressure unless refinanced, converted through warrant exercises, or supported by future cash flows.

The 18% coupon and unsecured nature signal higher-risk capital, while the immediately exercisable, cashless-capable warrants add potential equity dilution over five years. Actual impact on ownership and balance sheet will depend on RMX’s ability to launch its next-gen visual intelligence product and future investor appetite for exercising warrants.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Consideration shares for IP: 1,500,000 shares Private placement units sold: 54.4 units Unit price: $25,000 per unit +5 more

8 metrics

Consideration shares for IP 1,500,000 shares Class A Common issued to Apollo at closing

Private placement units sold 54.4 units Ongoing offering closed April 17, 2026

Unit price $25,000 per unit Each unit includes a note and warrant

Note interest rate 18% Unsecured promissory notes in each unit

Warrant coverage per unit 50,000 shares Class A Common per unit at $0.50 exercise

Gross proceeds $1,360,000 From April 17, 2026 private placement closing

Potential cash from full warrant exercise $2,720,000 If all related warrants are exercised for cash

Warrant term 5 years Duration of warrants in each unit

Key Terms

Liquidity Event, lock-up period, leak-out period, Event of Default, +2 more

6 terms

Liquidity Event financial

"A “Liquidity Event” is any of the following: (i) a firm commitment underwritten initial public offering or direct listing..."

A liquidity event is a transaction that converts ownership in a privately held or illiquid asset into cash or a marketable security, such as a sale, merger, public stock offering, or buyout. It matters to investors because it provides a clear way to realize returns or recover capital—think of it as turning a house into a cash sale—so the timing, price and structure of the event determine how much money stakeholders actually receive.

lock-up period financial

"subject to a lock-up period of 180 days following such issuance and an additional leak-out period of 180 days"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

leak-out period financial

"an additional leak-out period of 180 days following the lock-up period, during which sales of the Consideration Shares shall be limited"

Event of Default financial

"Upon the occurrence of any Event of Default (as defined in the Note), at the option and upon the declaration of the holders"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Rule 506(b) regulatory

"in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

accredited investor financial

"Apollo and each Investor represented to the Company, among other things, that it is an “accredited investor”"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Understanding 8-K Material Events →

false 0001970743 0001970743 2026-04-17 2026-04-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): April 17, 2026

RMX INDUSTRIES, INC.

(Exact name of Company as specified in its charter)

Nevada		333-294940		88-2960484
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4514 Cole Ave, Ste. 600, Dallas, TX		92075
(Address of principal executive offices)		(Zip Code)

(866) 706-4276

(Company’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the Company 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. ☐

EXPLANATORY NOTE

With respect to the private placement offering described below, RMX Industries, Inc. (the “Company”) is filing this Current Report on Form 8-K under Item 1.01, Item 3.02, and Item 9.01 notwithstanding the fact that the Company was not a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended, as of April 17, 2026, when the events relating to the private placement offering occurred, because the Company believes the information contained herein is important to investors. The Company became a reporting company on April 20, 2026, when its registration statement on Form S-1 (File No. 333-294940) was declared effective by the Securities and Exchange Commission.

1

Item 1.01 Entry into a Material Definitive Agreement.

Intellectual Property Purchase Agreement

On May 8, 2026, RMX Industries, Inc. (the “Company”) entered into an intellectual property purchase agreement (the “IP Purchase Agreement”) with Apollo Group Enterprises, LLC (“Apollo”), pursuant to which the Company will acquire all of Apollo’s right, title and interest in and to certain intellectual property assets described therein relating to software platforms (the “IP Assets”) in consideration for issuing Apollo 1,500,000 shares (the “Consideration Shares”) of Class A Common Stock, $0.001 par value per share, of the Company (the “Class A Common Stock”).

Pursuant to the IP Purchase Agreement, the closing shall occur no later than May 17, 2026 (the “Closing”). At the Closing, the Company shall issue the Consideration Shares and Apollo shall deliver title to the IP Assets. The Consideration Shares shall be fully vested at the time of issuance, but shall bear restrictive legends and be subject to a lock-up period of 180 days following such issuance and an additional leak-out period of 180 days following the lock-up period, during which sales of the Consideration Shares shall be limited to no more than 10% of the average daily trading volume per trading day.

The IP Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and warranties as well as to any breach or failure to perform any covenant, agreement, or obligation contained therein, and indemnification by Apollo of the Company and its affiliates with respect to certain damages arising from or relating to any excluded asset, any third-party non-frivolous intellectual property right claim existing on or prior to the Closing, and any taxes attributable to the IP Assets for any period ending on or prior to the Closing. In the case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying party will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $50,000. However, this threshold limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful misconduct or intentional misrepresentation by the indemnifying party, excluded assets, or taxes. In addition, the aggregate remedy with respect to any and all indemnifiable losses may in no event exceed the value of the Consideration Shares as of the Closing. However, this remedy limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful misconduct or intentional misrepresentation by the indemnifying party, excluded assets, or taxes.

The IP Purchase Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and the description above is qualified in its entirety by reference to such exhibit.

Private Placement Offering

On April 17, 2026, the Company conducted a closing of its ongoing private placement offering (the “Offering”) and entered into a subscription agreement (the “Subscription Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 54.4 units (the “Units”), with each Unit consisting of (i) an unsecured 18% promissory note (the “Note”) and (ii) a five year warrant to purchase shares of Class A Common Stock with an exercise price of $0.50 per share (the “Warrants”). The Warrants are exercisable immediately and may be exercised on a cashless basis.

Each Unit was priced $25,000 and included a Note with an aggregate principal amount of $25,000 and a Warrant to purchase 50,000 shares of Class A Common Stock. The gross proceeds from the Offering were $1,360,000, or up to $2,720,000 if the Warrants are fully exercised for cash, and will be used for working capital and general corporate purposes.

The Notes mature on the earlier of June 30, 2026, or upon the occurrence of a Liquidity Event. A “Liquidity Event” is any of the following: (i) a firm commitment underwritten initial public offering or direct listing of the Class A Common Stock, resulting in a listing of the Class A Common Stock on a national securities exchange, (ii) an acquisition of the Company as a result of a sale of all or substantially all of the capital stock or assets of the Company to any unaffiliated third person, (iii) the merger of the Company with a special purpose acquisition corporation listed on a national securities exchange (a “SPAC”) or a subsidiary of a SPAC, in which transaction the stockholders of the Company own a majority of the equity securities of the SPAC following the closing thereof, or (iv) the consummation of a merger of the Company with a fully reporting public corporation without any significant business activities that is then trading on a national securities exchange.

The Company may prepay the Notes in full at any time with no prepayment penalty. Upon the occurrence of any Event of Default (as defined in the Note), at the option and upon the declaration of the holders of a majority in principal amount of the Notes and upon written notice to the Company, the Notes shall accelerate and all principal and unpaid accrued interest shall become due and payable.

2

The Subscription Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, and other obligations of the parties. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of such Subscription Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

Forms of the Warrants, the Subscription Agreement, and the Notes are filed as Exhibit 4.1, Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and the descriptions above are qualified in their entirety by reference to such exhibits.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference.

The securities that may be issued by the Company under the IP Purchase Agreement and the Subscription Agreement are being offered and sold by the Company in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. In the IP Purchase Agreement and the Subscription Agreement, Apollo and each Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold under the IP Purchase Agreement and the Subscription Agreement have not been and will not be registered under the Securities Act or any applicable state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 7.01 Regulation FD Disclosure.

On May 12, 2026, the Company issued a press release to announce the IP Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” 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 it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

The press release attached hereto, and the statements contained therein, may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of today’s date and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Form of Private Placement Investor’s Warrant for January 2026 Private Placement (incorporated by reference to Exhibit 3.9 to Form 1-K filed on February 10, 2026)
10.1		Form of Private Placement Subscription Agreement for January 2026 Private Placement (incorporated by reference to Exhibit 6.62 to Form 1-K filed on February 10, 2026)
10.2		Form of Private Placement 18% Promissory Note for January 2026 Private Placement (incorporated by reference to Exhibit 6.63 to Form 1-K filed on February 10, 2026)
10.3		Intellectual Property Purchase Agreement, dated as of May 8, 2026, by and between RMX Industries, Inc. and Apollo Group Enterprises, LLC
99.1		Press Release dated May 12, 2026
104		Cover Page Interactive Data File (embedded within the XBRL document)

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026	RMX INDUSTRIES, INC.
	/s/ Karl Kit
	Name:	Karl Kit
	Title:	Chief Executive Officer and President

5

Exhibit 99.1

RMX Industries, Inc. Progresses Toward Launch of Next-Gen Visual Intelligence Solution

Dallas, TX — May 12, 2026 — RMX Industries, Inc. (“RMX” or the “Company”) (OTCQB: RMXI), a technology company redefining how visual data moves and performs across constrained networks, today announced an important step toward the upcoming launch of its new AI-powered product, the next stage in the Company’s evolution from high-performance compression to intelligent, real-time visual decision-making.

RMX believes it has established its credentials in defense and security, delivering field-proven solutions in advanced video compression and real-time data optimization where bandwidth is scarce and margins for error do not exist. Now the Company is advancing beyond this foundation and pushing it forward by building a product that doesn’t just move visual data faster, but makes it smarter, helping organizations capture, understand, and act on what they’re seeing in real time, even when connectivity is limited.

As part of this push, RMX has entered into an agreement to acquire AI-centered intellectual property from Apollo Group Enterprises, a purpose-built tech stack for high-performance video and real-time analytics, developed by a team with deep expertise in AI and advanced software systems. We believe that this new IP asset will strengthen RMX’s AI capabilities, shorten the path to market, and add meaningful depth to the product’s technical foundation.

RMX is responding to direct customer demand for an advanced AI-powered visual intelligence solution that scales, performs under pressure, and works across defense, security, and commercial environments without compromise.

About RMX: RMX Industries, Inc. (OTCQB: RMXI) is a technology company delivering advanced data compression and video optimization solutions that secures the data continuum from beyond the edge to operational cores. Through proprietary, field-validated technology originally developed for defense and security applications, RMX aims to transform how organizations capture, transmit, store, and deliver visual data across environments with any bandwidth while specializing in the most constrained networks where traditional solutions fail. RMX’s solutions are designed to operate seamlessly across any infrastructure, from tactical radios and narrowband satellite links to high-bandwidth enterprise cloud systems, ensuring critical visual intelligence reaches those who need it most, when they need it most, regardless of whether connectivity is abundant, limited, degraded, or contested. For more information, visit www.rmx.io.

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that are subject to various risks and uncertainties. In addition, our representatives or we may make forward-looking statements orally or in writing from time to time. We base these forward-looking statements on our expectations and projections about future events, which we derive from the available information. Such forward-looking statements relate to future events or our future performance, including our financial performance and projections, revenue and earnings growth, and business prospects and opportunities. You can identify forward-looking statements by those that are not historical facts, particularly those that use terminology such as “intends,” “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including the risks described in the risk factors section of the reports and other documents that we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.

Media Contact: media@rmx.io

Investor Relations: ir@rmx.io

FAQ

What IP acquisition did RMX Industries (RMXI) announce in this 8-K?

RMX agreed to acquire AI-centered software intellectual property from Apollo Group Enterprises, LLC in exchange for 1,500,000 Class A Common shares. The acquired IP underpins RMX’s next-gen AI-powered visual intelligence product for real-time analytics across defense, security, and commercial environments.

How is RMX Industries (RMXI) paying for the Apollo IP assets?

RMX will issue 1,500,000 Class A Common shares as consideration for the IP assets. These fully vested shares carry a 180-day lock-up followed by a 180-day leak-out period, during which Apollo’s sales are capped at 10% of average daily trading volume per day.

What are the key terms of RMX Industries’ April 17, 2026 private placement?

RMX sold 54.4 units at $25,000 each, with every unit including an unsecured 18% promissory note and a five-year warrant for 50,000 Class A shares at $0.50. The company raised $1,360,000 in gross proceeds for working capital and general corporate purposes.

When do RMX Industries’ 18% promissory notes mature or become payable?

The notes mature on the earlier of June 30, 2026, or a defined Liquidity Event such as an IPO, qualifying acquisition, SPAC merger, or merger with a reporting shell. Upon an Event of Default, holders can accelerate all principal and accrued interest.

How dilutive could the warrants from RMX Industries’ offering be?

Each of the 54.4 units includes a five-year warrant to buy 50,000 Class A shares at $0.50, exercisable immediately and on a cashless basis. Full cash exercise would provide up to $2,720,000 in proceeds, with the exact dilution depending on future exercise decisions.

Under what exemption are RMX Industries (RMXI) securities being issued?

Securities issuable under the IP Purchase Agreement and Subscription Agreement rely on Section 4(a)(2) and Rule 506(b) of Regulation D. Apollo and each investor represented accredited investor status, allowing unregistered private offerings instead of a registered public securities sale.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE DATED MAY 12, 2026 6.4 KB

Agreements & Contracts

• EX-10.3 INTELLECTUAL PROPERTY PURCHASE AGREEMENT, DATED AS OF MAY 8, 2026, BY AND BETWEE 219.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB