RenX Enterprises Corp. 8-K

What Happened
RenX Enterprises Corp. announced on June 11, 2026 that it entered into an exchange agreement with Index Equity US, LLC (a related party managed by director Bjarne Borg) to cancel $7,169,072.79 of outstanding debt in exchange for 7,169 shares of a newly designated Series C Convertible Preferred Stock and a warrant to buy common stock. The Company filed the Preferred Stock Certificate of Designation on June 10, 2026, issued the Securities and canceled the debt on June 11, 2026, and disclosed the transaction in a press release that day.

Key Details

• Debt exchanged: $7,169,072.79 cancelled in exchange for 7,169 shares of Series C Preferred and a warrant.
• Conversion/exercise terms: each preferred initially converts at $2.895/share (initially equal to ~2,476,338.51 common shares); warrants exercisable at $2.895 for up to 619,084 common shares; full conversion at the Floor Price could result in issuance of up to 4,779,333 common shares (preferred) and up to 619,084 from warrants (total potential up to ~5.40M shares).
• Protective and economic terms: preferred has $0.001 par/$1,000 stated value, 8% annual dividend (compounding quarterly; increases to 9% if unpaid in kind), 150% liquidation preference of stated value, and redemption rights (holders may redeem after 3 years at 110% of stated value; Company may redeem after 24 months at specified premiums).
• Limits and protections: conversion/exercise subject to beneficial ownership caps (4.99% default, can elect up to 19.99% with 61 days’ notice) and an exchange cap tied to Nasdaq issuance rules; if RenX is delisted for 30+ trading days, the debtholder may elect to convert the preferred into an unsecured promissory note bearing 10% interest with a 24‑month maturity.
• Related-party: Index Equity US, LLC is a related-party debtholder; its manager is RenX director Bjarne Borg. Transaction occurred June 11, 2026.

Why It Matters
This transaction removes over $7.1M of debt from RenX’s balance sheet by replacing it with preferred equity and warrants, which can reduce near‑term cash interest/outflow but creates substantial potential dilution if the preferred and warrants are converted or exercised. The filing shows material investor protections (liquidation preference, dividend accrual, conversion floor, beneficial ownership limits) and a delisting fallback to a 10% note, which could affect creditor-equity dynamics. Investors should note the potential increase in outstanding common shares (company had ~2.50M shares outstanding as of the April 13, 2026 record date) if conversions occur, and that the issuance was to a related party and is subject to Nasdaq issuance limits and shareholder approvals where required.