RenX Enterprises Reports Second Closing of Private Placement, Amends Purchase & Registration Agreements

What Happened
RenX Enterprises Corp. announced an amendment to its Securities Purchase Agreement and Registration Rights Agreement and completed the Second Closing of its private placement on August 26, 2026. At the Second Closing the company sold Second Notes with aggregate principal of $5,662,716.07 and Second Warrants to purchase 3,520,859 shares of Common Stock, resulting in net proceeds of approximately $5.4 million after placement agent fees and offering expenses. The company used the net proceeds to repay certain outstanding senior convertible notes issued in February 2026 (the “February Notes”) at a repayment amount equal to 110% of the outstanding principal. The Second Notes and Second Warrants are substantially in the same form as those filed in the company’s prior 8-K.

Key Details

• Date of amendment and Second Closing: August 26, 2026.
• Second Notes principal: $5,662,716.07 (convertible, assuming 10% interest for 12 months into 2,151,638 shares at the Initial Conversion Price, or up to 11,664,772 shares at the Floor Price).
• Second Warrants: exercisable for an aggregate of 3,520,859 shares.
• Net proceeds to RenX: approximately $5.4 million (after fees/expenses).
• Purchasers’ maximum right at Second Closing: up to $6,700,000 of Second Notes and Second Warrants (pro rata by initial subscriptions).
• Registration amendments: Second Registration Statement to be filed by the 15th calendar day following the Second Closing (and 15 days after any Additional Closing). The amendment narrows what must be registered under the Initial Registration Statement and defines the shares required to be registered under the Second Registration Statement.
• The amendment carves out from the Registration Rights Agreement the liquidated damages related to the company’s failure to file or get the Initial Registration Statement declared effective by the SEC by the applicable deadline.

Why It Matters
This filing confirms RenX raised immediate cash (≈$5.4M) and used it to retire prior senior convertible debt at a 110% payoff, reducing that near-term liability. However, the new Second Notes and Second Warrants create potential dilution: depending on conversion mechanics, the Second Notes alone could convert into millions of shares (2.15M at the Initial Conversion Price or up to 11.66M at the Floor Price), plus 3.52M warrant shares. The amendment’s registration deadlines and the carve-out for certain liquidated damages affect the timing and remedies related to registering those shares for resale. Investors should note both the cash benefit and the potential dilution from these convertible securities.