RenX Enterprises Corp.: exchanges $1,446,774.32 debt for preferred stock and warrants

What happened The company filed an 8-K reporting that it entered into an exchange agreement with James D. Burnham to exchange $1,446,774.32 of principal and accrued interest outstanding under a promissory note for securities. Pursuant to the Exchange Agreement, on Sep 30, 2026 the company issued 1,441 shares of a newly designated Series D convertible preferred stock and a common stock purchase warrant, and the Outstanding Debt was cancelled. James D. Burnham currently serves as the company’s director of growth & M&A and previously served as a director on the board.

Key details

• The Preferred Stock: 1,441 shares of Series D convertible preferred stock were designated; stated value is $1,000.00 per share; Certificate of Designation was filed with the Delaware Secretary of State on Oct 2, 2026.
• Conversion terms: each preferred share is initially convertible at $2.895 per share into 497,754 shares of common stock (initial), and if fully converted (subject to adjustments) the company could issue up to 960,666 shares of common stock. The conversion price has a floor of $1.50 and includes full-ratchet protection for certain dilutive issuances.
• Warrant terms: the warrant is exercisable for up to 124,438 shares of common stock at an initial exercise price of $2.895 per share, is immediately exercisable subject to limits, and has a 5-year term.
• Other terms: dividends on the preferred accrue at 8% per annum compounding quarterly (9% if not paid in cash); a beneficial ownership limitation prevents conversion or exercise that would result in ownership above 4.99% (adjustable up to 19.99% with 61 days’ notice); redemption is available to the company after the 24-month anniversary with specified premiums.

Why it may matter This filing reports Item 1.01 (entry into a material definitive agreement) describing the Exchange Agreement and issuance of the Series D preferred stock and warrant; Item 3.02 (unregistered sales of equity securities) regarding the issuance of the securities without registration; and Item 5.03 (amendments to articles of incorporation or bylaws) concerning the filing of the Certificate of Designation for the Series D preferred stock. A filing does not show why the insider traded or why the company acted.