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.

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