8-K
filed June 4, 2025, 7:59 PM ET
ticker RENX
CIK 0001959023
M&A
confidence high
sentiment positive
materiality 0.85
RenX Enterprises Corp. (RENX): M&A transaction — SGD closes Resource Group acquisition; pro forma equity ~$9.4M, regains Nasdaq compliance
RenX Enterprises Corp.
- Consideration: $480K 6% notes, 376,818 common shares (19.99% of outstanding), 1.5M Series A Preferred convertible into 9M common shares (subject to shareholder approval).
- Board expanded to 7 directors: 4 from SGD, 3 designated by Resource Group equityholders; board composition changes within 15 days post-closing.
- Pro forma stockholders' equity of $9.39M as of March 31, 2025, restoring compliance with Nasdaq minimum $2.5M requirement (previously deficient).
- Acquired Resource Group's integrated platform: permitted composting facility, 2 green waste aggregation sites, and transportation fleet.
- Bylaws amended to reduce quorum to 34% of outstanding shares; unregistered issuance of common and preferred stock in reliance on Section 4(a)(2)/Reg D.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
RenX Enterprises Corp. incurred senior notes of $480,000 with Equityholders of Resource Group at 6% maturing due on the first anniversary of the closing.
- Instrument
- senior notes
- Principal
- $480,000
- Counterparty
- Equityholders of Resource Group
- Rate
- 6%
- Maturity
- due on the first anniversary of the closing
- Event
- incurrence
Exact text from the filing
the Company issued to the Equityholders an aggregate of $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
RenX Enterprises Corp. incurred loan of $1,255,000 with James Burnham at 11.5% maturing due upon the earlier of April 30, 2026, immediately upon a change of control, or after the occurrence of an event of default.
- Instrument
- loan
- Principal
- $1,255,000
- Counterparty
- James Burnham
- Rate
- 11.5%
- Maturity
- due upon the earlier of April 30, 2026, immediately upon a change of control, or after the occurrence of an event of default
- Event
- incurrence
Exact text from the filing
Resource Group US LLC, a Florida limited liability company and wholly owned subsidiary of Resource Group, issued an 11.5% note in the principal amount of $1,255,000 to James Burnham, one of the founders of Resource Group, in consideration of funds previously advanced to Resource Group US LLC.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RenX Enterprises Corp.: Amended quorum requirement from previous level to 34% of outstanding shares entitled to vote (effective 2025-05-29).
- Change
- bylaw amendment
- Effective
- 2025-05-29
Exact text from the filing
Effective as of May 29, 2025, the Board of Directors (the “Board”) of the Company approved an amendment (the “Bylaws Amendment”) to the quorum requirement contained in Section 3.5 of the Company’s amended and restated bylaws (the “Bylaws”) to provide that the holders of thirty-four percent (34%) of the outstanding shares of stock of the Company entitled to vote at a stockholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RenX Enterprises Corp.: Filed certificate of designations for Series A Preferred Stock with Delaware Secretary of State (effective 2025-06-02).
- Change
- charter amendment
- Effective
- 2025-06-02
Exact text from the filing
On June 2, 2025 the Company filed a certificate of designations for the Series A Preferred Stock with the Delaware Secretary of State (the “Series A Certificate of Designations”) which sets forth the following key terms.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
RenX Enterprises Corp. completed an acquisition involving Resource Group US Holdings LLC and its members (the Equityholders) for The Company issued to the Equityholders an aggregate of: (i) 376,818 shares of the Company’s common stock, representing 19.99% of the Company’s issued and outst (closed 2025-06-02).
- Action
- acquisition
- Counterparty
- Resource Group US Holdings LLC and its members (the Equityholders)
- Consideration
- The Company issued to the Equityholders an aggregate of: (i) 376,818 shares of the Company’s common stock, representing 19.99% of the Company’s issued and outst
- Closing
- 2025-06-02
Exact text from the filing
On June 2, 2025, the Company completed the acquisition of Resource Group, a next-generation environmental solutions company focused on transforming organic green waste materials into engineered soil and mulch products. In connection with the closing of the acquisition of Resource Group, the Company issued to the Equityholders an aggregate of: (i) 376,818 shares of the Company’s common stock, representing 19.99% of the Company’s issued and outstanding shares as of February 25, 2025; (ii) 1,500,000 shares of Series A Preferred Stock (which, subject to the approval of the Company’s stockholders, would be convertible into 9,000,000 restricted shares of the Company’s common stock); and (iii) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing.
View on SEC.gov
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