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0001970743
0001970743
2026-09-28
2026-09-28
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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 28, 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.
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported in the Current Reports on Form 1-U filed with the Securities and Exchange Commission (the “SEC”) on October
17, 2025 and November 6, 2025, and the Current Report on Form 8-K filed with the SEC on June 26, 2026, RMX Industries, Inc. (the “Company”)
entered into a securities purchase agreement, as amended, with an institutional investor (the “Investor”) for the issuance
and sale of a series of senior secured convertible notes of the Company bearing a 15% interest rate (the “Offering”), in
the aggregate original principal amount of $50,000,000 (the “Notes”), which Notes shall be convertible into shares of the
Company’s class A common stock, $0.001 par value per share (the “Common Stock”), with the initial closing of the Offering
occurring on November 5, 2025, pursuant to which the Company issued to the Investor a Note in an aggregate original principal amount
of $2,020,000 maturing on March 31, 2026, as extended to August 31, 2026 (the “Initial Note”). On September 28, 2026, the
Company and the Investor agreed via email to extend the maturity date of the Initial Note to December 31, 2026, with the maturity date
automatically extending to March 31, 2027, upon the uplisting of the Company’s Common Stock to an eligible national securities
exchange prior to December 31, 2026.
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:
October 2, 2026 |
RMX
INDUSTRIES, INC. |
| |
|
| |
/s/
Karl Kit |
| |
Name: |
Karl
Kit |
| |
Title: |
Chief
Executive Officer and President |
