RenX Enterprises Corp. 8-K

What Happened
RenX Enterprises Corp. announced a private placement that closed on February 17, 2026, issuing $6,042,985.39 aggregate principal of Senior Convertible Notes and accompanying warrants. The Notes bear interest at 12% per year, mature in 13 months, and (without accrued interest) are initially convertible into 21,505,287 shares of common stock at $0.281 per share. The Company also issued warrants to purchase 38,751,991 shares of common stock (21,505,287 “First Warrants” exercisable immediately; 17,246,704 “Second Warrants” exercisable only upon shareholder approval). Net proceeds are expected to be approximately $5.4 million after fees and expenses. The Company engaged Dawson James as placement agent (7% fee).

Key Details

• Notes: $6,042,985.39 principal, 12% annual interest, 13‑month maturity, payable in 10 monthly installments (first installment due the earlier of 180 days after closing or 90 days after registration effectiveness). Company may redeem Notes at 110% of principal plus accrued interest. Default raises interest to 18% and permits certain holder redemption rights.
• Conversion: Conversion price $0.281/share; without conversion limits and including estimated 13 months of interest, roughly 24,300,975 shares could be issuable. Holders are blocked from converting to exceed beneficial ownership caps of 4.99% (or 9.99% if elected).
• Warrants: 38,751,991 aggregate warrant shares; exercise price $0.15594; First Warrants (21,505,287) exercisable immediately for six years; Second Warrants (17,246,704) exercisable for six years only after stockholder approval (the Company must solicit approval promptly and hold repeated meetings if approval is not obtained). Cashless exercise and anti‑dilution provisions apply.
• Other terms: Registration Rights Agreement requires the Company to file a resale registration statement for Conversion and Warrant shares within 30 days of closing and to have it declared effective within 45 days (75 days if full SEC review), with liquidated damages for delays. Placement agent fee = 7% of gross proceeds (+ up to $50k expenses). As of Feb 13, 2026, RenX had 46,360,994 shares outstanding.

Why It Matters
This transaction provides RenX with roughly $5.4M in immediate cash for working capital, but it also creates short‑term indebtedness and the potential for significant future dilution if notes are converted and warrants exercised. The Notes are senior to other indebtedness and include protective and redemption features that affect both company cash flow and holder remedies in default. Investors should note the large number of potential shares (conversion + warrants), the ownership caps that limit single‑holder conversions, the requirement for shareholder approval before a portion of the warrants can be exercised, and the Company’s registration and participation provisions that influence future financings and resale ability.