RenX Enterprises extends key investor approval deadlines

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.

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Proxy statement filing deadline: 73 days after February 17, 2026 Stockholder meeting deadline: 118 days after February 17, 2026 Registration effectiveness deadline: 57 days after February 17, 2026 +2 more

5 metrics

Proxy statement filing deadline 73 days after February 17, 2026 Extended from 45 days after the Closing Date

Stockholder meeting deadline 118 days after February 17, 2026 Extended from 90 days after the Closing Date

Registration effectiveness deadline 57 days after February 17, 2026 Extended from 45 days; 75 days if SEC conducts full review

New Form S-3 timing On or before tenth calendar day After obtaining requisite stockholder approval for Second Warrant exercise

Agreement dates April 8 and April 9, 2026 Dates RenX entered into consent and waiver agreements with Investors

Key Terms

consent and waiver agreement, senior convertible promissory notes, Private Placement, Stockholder Approval, +2 more

6 terms

consent and waiver agreement financial

"entered into a consent and waiver agreement (the “Agreement”) with each of the institutional investors"

senior convertible promissory notes financial

"institutional investors ... purchased senior convertible promissory notes and warrants from the Company"

A senior convertible promissory note is a formal IOU where a company borrows money and promises to repay it, with this loan getting first priority for repayment if the company runs into trouble. The note also gives the lender the option to swap the debt for company shares, like turning an IOU into ownership, which can dilute existing shareholders. Investors care because it affects a company’s cash needs, its risk profile (higher priority reduces lender risk), and the potential for future share dilution if conversion occurs.

Private Placement financial

"that private placement (the “Private Placement”) of securities of the Company that closed on February 17, 2026"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Stockholder Approval financial

"file a proxy statement ... to obtain stockholder approval (“Stockholder Approval”) of the exercise of certain of the warrants"

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

Second Warrants financial

"the exercise of certain of the warrants (the “Second Warrants”) sold and issued to the Investors in the Private Placement"

registration statement on Form S-3 regulatory

"file a new registration statement on Form S-3 to register for resale by the Investors"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RenX Enterprises Corp. change in its April 2026 agreements with investors?

RenX Enterprises Corp. signed consent and waiver agreements extending several deadlines linked to its February 17, 2026 private placement. These extensions cover proxy filing, the stockholder meeting for warrant approval, and the effectiveness of a registration statement for shares underlying notes and warrants.

How were RenX (RENX) proxy and stockholder meeting deadlines extended?

The proxy statement filing deadline for stockholder approval of exercising certain Second Warrants was extended from 45 to 73 days after the February 17, 2026 Closing Date. The deadline to hold the stockholder meeting for that approval was extended from 90 to 118 days after the same Closing Date.

What changes were made to RenX Enterprises’ registration statement timing?

The deadline for RenX’s initial registration statement to be declared effective, covering shares issuable upon conversion and exercise of notes and certain warrants, was extended from 45 to 57 days after the Closing Date, or 75 days if the SEC conducts a full review of the registration statement.

What is the new Form S-3 commitment related to RenX Second Warrants?

RenX agreed to file a new registration statement on Form S-3 to register for resale the shares of common stock issuable upon exercise of the Second Warrants. This filing must occur on or before the tenth calendar day after the company secures the requisite stockholder approval.

Do the consent and waiver agreements alter other private placement terms for RENX?

Aside from the extended deadlines and the new Form S-3 registration obligation, all other terms of the transaction documents from the February 17, 2026 private placement remain in full force and effect. The core economic and structural features of the notes and warrants are unchanged by these agreements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 05:00 PM Learn about SEC filing dates

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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): April 8, 2026

RENX ENTERPRISES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41581		87-1375590
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

100 BISCAYNE BLVD., #1201

MIAMI, FL, 3313

(Address of Principal Executive Offices, Zip Code)

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

Registrant’s telephone number, including area code: (786) 808-5776

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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
Common Stock, par value $0.001		RENX		The Nasdaq Stock Market LLC‌

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant 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 8.01. Other Events.

On April 8, 2026 and April 9, 2026, RenX Enterprises Corp., a Delaware corporation (the “Company”), entered into a consent and waiver agreement (the “Agreement”) with each of the institutional investors (collectively, the “Investors”) that purchased senior convertible promissory notes and warrants from the Company in that private placement (the “Private Placement”) of securities of the Company that closed on February 17, 2026 (the “Closing Date”). Pursuant to the Agreement, the Investors each agreed to (i) extend the deadline by which the Company must file a proxy statement with the Securities and Exchange Commission (the “SEC”) to obtain stockholder approval (“Stockholder Approval”) of the exercise of certain of the warrants (the “Second Warrants”) sold and issued to the Investors in the Private Placement from 45 days to 73 days after the Closing Date; (ii) extend the deadline by which the Company must hold a stockholder meeting for the purpose of obtaining Stockholder Approval from 90 days to 118 days after the Closing Date; and (iii) extend the date by which the initial registration statement filed by the Company with the SEC to register the shares of Company common stock issuable upon conversion and exercise, respectively, of the notes and certain of the warrants sold and issued to the Investors in the Private Placement must be declared effective by the SEC from 45 days to 57 days after the Closing Date (or 75 days in the case of a full review of the registration statement by the SEC). Additionally, the Company agreed to file a new registration statement on Form S-3 to register for resale by the Investors those shares of common stock issuable upon exercise of the Second Warrants on or prior to the tenth calendar day after the Company obtains the requisite Stockholder Approval.

Except as set forth above, all of the other terms of the transaction documents entered into by and between the Company and the Investors in connection with the Private Placement remain in full force and effect. A summary of the material terms of the transaction documents entered into by and between the Company and the Investors in connection with the Private Placement, as well as copies of the forms of such transaction documents, are set forth in that Current Report on Form 8-K filed by the Company with the SEC on February 17, 2026.

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SIGNATURES

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

	RENX ENTERPRISES CORP.
Dated: April 10, 2026	By:	/s/ Nicolai Brune
		Name:	Nicolai Brune
		Title:	Chief Financial Officer

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