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Safe and Green Development Corp filings document the company's transition into RenX Enterprises Corp and its public-company reporting as an emerging growth company with common stock listed on Nasdaq. The record includes Form 8-K disclosures for material agreements, Regulation FD updates, operating and financial results, listing-rule notices and capital-structure changes.
Key filing subjects include private placements involving senior convertible notes, warrants and preferred stock, proxy materials seeking shareholder approval for share issuances, and certificate amendments related to reverse-stock-split authority. The filings also document Nasdaq minimum-bid-price compliance matters, security-holder rights, governance votes and the financing arrangements used to support the company's environmental processing and sustainable materials platform.
RenX Enterprises Corp. files a Form S-3 to register up to 13,022,458 shares of its common stock for resale by certain selling stockholders. The registration covers Conversion Shares and Warrant Shares from a private placement tied to senior convertible notes and warrants issued in April/May 2026. The company will not receive proceeds from resales; it may receive proceeds only if warrants are exercised for cash. The prospectus states 2,613,877 shares outstanding as of May 8, 2026 and a pro forma count of 15,636,335 shares after issuance if all Private Placement Shares are issued. The registration arises from a registration rights agreement and supports resale of privately issued securities under the Purchase Agreement dated April 30, 2026.
RenX Enterprises Corp. is asking stockholders at its June 12, 2026 annual meeting to approve several major financing and capital-structure actions alongside routine items like director elections and auditor ratification.
Key proposals would allow issuing up to 862,335 shares upon exercise of Additional February Warrants, up to 26,779,029 shares upon conversion of April Notes with up to $13.0 million principal, and up to 179,213,485 shares upon conversion of additional April Notes with up to $87.0 million principal, all under Nasdaq Rule 5635(d). The Board also seeks authority for a reverse stock split at a ratio between 1-for-5 and 1-for-10, and an increase in shares available under the 2023 Incentive Compensation Plan from 138,861 to 520,000 shares. Common stock outstanding was 2,499,293 shares as of April 13, 2026, the record date for voting.
RenX Enterprises Corp. reported strong top-line growth but deep losses for the three months ended March 31, 2026. Revenue rose to $3,958,124, largely from engineered soils and organic recycling operations acquired with Resource Group, compared with $18,170 a year earlier.
The company posted a net loss of $9,329,001, versus a $2,179,993 loss in 2025, driven by a $2,768,927 operating loss and $6,560,074 in net other expense, including large losses tied to a derivative liability. Cash was $511,741 against current liabilities of $29,995,204, and total debt was $25,023,687, leaving a working capital deficit of $26,802,112. Management states these factors raise substantial doubt about the company’s ability to continue as a going concern.
RenX Enterprises reported first quarter 2026 results highlighted by consolidated revenue of $3.96 million, up approximately 20.5% quarter-over-quarter, driven by growth in its upgraded Myakka City platform.
The Logistics segment generated positive operating income and net income of $36,000, while the Biomass Recycling segment posted a net loss of $1.07 million and negative Adjusted EBITDA of $245,000. Company-wide, RenX recorded a consolidated net loss of $9.33 million and consolidated Adjusted EBITDA of $(1.59) million for the three months ended March 31, 2026.
Management is prioritizing expanding utilization and margins in Logistics, scaling Biomass Recycling material and service sales into the spring and summer demand cycle, and advancing the Microtec UTM 1200 Turbo Mill toward commissioning in the second half of 2026 to enable locally produced engineered substrates.
RENX ENTERPRISES CORP. ownership disclosure: Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri each report beneficial ownership of 278,548 shares of Common Stock as of March 31, 2026. The filings state these holdings include 50 shares held directly and 278,498 shares issuable upon exercise of warrants and conversion of convertible notes/preferred equity, with a 9.99% beneficial ownership blocker. The filer bases percentage calculations on 2,507,537 shares outstanding as of March 31, 2026.
RenX Enterprises Corp. entered into a tranched PIPE financing using senior convertible notes and warrants, providing an initial $13 million commitment and potential access to up to $87 million more. The company received approximately $5.7 million net at the first closing and expects about $6.4 million net at a second closing.
The notes carry 10% annual interest, mature in 12 months, and are initially convertible at $2.895 per share, with an alternate conversion feature tied to a floor price of $0.534. Proceeds are earmarked for working capital and repayment of earlier February 2026 senior convertible notes at 110% of principal.
RenX Enterprises Corp. filed a Form S-3 prospectus to register up to 2,290,312 shares of Common Stock for resale by the selling stockholders. The registered shares consist of (i) up to 1,215,048 Conversion Shares issuable upon conversion of senior convertible notes and (ii) up to 1,075,264 First Warrant Shares issuable upon exercise of accompanying warrants. The registration covers resale only; the Company will not receive proceeds from resales (other than potential cash proceeds if the First Warrants are exercised), and the Private Placement Shares equal approximately 91% of the 2,507,537 shares outstanding as of April 8, 2026. The Private Placement closed on February 17, 2026, and the Notes bear 12% interest, mature in 13 months, and include conversion and ownership limitations (4.99% / 9.99%).
RenX Enterprises Corp. has regained compliance with Nasdaq’s minimum bid price rule, ensuring its common stock remains listed on the Nasdaq Capital Market under the symbol RENX. Nasdaq confirmed that for the 10 consecutive business days from March 26, 2026 through April 9, 2026, the closing bid price of RenX’s common stock was at least $1.00 per share, satisfying Nasdaq Listing Rule 5550(a)(2). The company highlights that its operations and project pipeline are progressing and reiterates its focus on key initiatives for 2026, including expanding its technology-driven environmental processing platform and monetizing legacy real estate assets to support growth.
RenX Enterprises Corp. entered into consent and waiver agreements with the institutional investors from its February 17, 2026 private placement of senior convertible promissory notes and warrants. The Investors agreed to extend several key deadlines tied to stockholder approval and registration of shares underlying the notes and warrants.
The deadline to file a proxy statement seeking stockholder approval of the exercise of certain Second Warrants is extended from 45 to 73 days after the Closing Date. The deadline to hold the stockholder meeting is extended from 90 to 118 days after the Closing Date. The date by which the initial registration statement for shares issuable upon conversion and exercise of the notes and certain warrants must be declared effective is extended from 45 to 57 days after the Closing Date, or 75 days if the SEC conducts a full review. RenX also agreed to file a new Form S-3 registration statement to register for resale the shares issuable upon exercise of the Second Warrants on or before the tenth calendar day after obtaining the required stockholder approval, while all other Private Placement terms remain in effect.
RenX Enterprises Corp. has transformed from a real estate developer into a three-segment company focused on biomass recycling, logistics, and legacy real estate monetization. In June 2025 it acquired Resource Group and Zimmer Equipment Inc., gaining a vertically integrated organics processing and bulk-hauling platform centered in Florida.
For the year ended December 31, 2025, RenX generated $8,220,449 in revenue, primarily from logistics ($5,935,296) and biomass recycling ($2,266,983), but recorded a net loss of $15,957,099 and ended the year with cash of $54,066 and an accumulated deficit of about $32 million. Auditors raised substantial doubt about its ability to continue as a going concern, and the company expects to need additional capital despite raising roughly $9 million in October 2025 and $6 million in February 2026.