false
0001970743
0001970743
2026-06-22
2026-06-22
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):
June 22, 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 on October 17, 2025 and November 6, 2025, 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, 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 May 30, 2026 (the “Initial Note”). On June 22, 2026, the Company and the Investor agreed via email to extend the
maturity date of the Initial Note to August 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: June 26, 2026 |
RMX INDUSTRIES, INC. |
| |
|
| |
/s/ Karl Kit |
| |
Name: |
Karl Kit |
| |
Title: |
Chief Executive Officer and President |