RenX Enterprises Corp.: Certificate of Amendment to Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split (effective 2024-10-08).
“the Company filed a Certificate of Amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time (the “Effective Time”) of 12:01 a.m. Eastern Time on October 8, 2024 (the “Reverse Stock Split”).”
Earnings Releases
RenX Enterprises Corp. reported the three months ended March 31, 2024 results: revenue $49,816.
“technological advancements will position us favorably for continued success in the real estate industry.” Financial Highlights from the first quarter of 2024: - Revenues were $49,816 - GAAP net loss totaled ($3,067,671) - Adjusted EBITDA* totaled ($432,004) “In our strategic outlook for the immediate future, our aim is to attain a revenue milestone of around”
Material Agreements
RenX Enterprises Corp. entered into Asset Purchase Agreement with Dr. Axely Congress valued at up to 500,000 shares of the Company’s common stock (effective 2024-05-07).
“On May 7, 2024, Safe and Green Development Corporation (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Dr. Axely Congress (the “Seller”) to purchase all of the assets related to the A.I technology known as My Virtual Online Intelligent Assistant (“MyVONIA”).”
Debt Financings
RenX Enterprises Corp. incurred convertible notes of $350,000.00 with Peak One Opportunity Fund, L.P. at 8% per annum maturing twelve months from its date of issuance.
“the Company issued an 8% convertible debenture in principal amount of Three Hundred Fifty Thousand Dollars ($350,000.00) (the “Debenture”) to Peak One”
Material Agreements
RenX Enterprises Corp. entered into Securities Purchase Agreement with Peak One Opportunity Fund, L.P. valued at $1,200,000 (effective 2024-04-29).
“On April 29, 2024, Safe and Green Development Corporation (the “Company”) entered into a Securities Purchase Agreement, dated April 29, 2024 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, three Debentures to Peak One in the aggregate principal amount of $1,200,000.”
“Prior to entering into the Contract of Sale, the Company notified Preserve of its intention to enter into the Contract of Sale. As a result, on April 25, 2024, the Company received written notice from counsel to Preserve terminating the Contribution Agreement.”
Material Agreements
RenX Enterprises Corp. entered into Contract of Sale with Lithe Development Inc. valued at $5.825 million (effective 2024-04-25).
“On April 25, 2024, the Company entered into a Commercial Contract (the “Contract of Sale”) with Lithe Development Inc., a Texas corporation (“Lithe”), to sell the Company’s approximately 60-acre waterfront Lago Vista site in Lake Travis, Texas (the “Lago Vista Site”) owned by the Company to Lithe for $5.825 million.”
Material Agreements
RenX Enterprises Corp. amended Amendment with Pigmental, LLC (effective 2024-04-25).
“As of April 25, 2024, Safe and Green Development Corporation (the “Company”) entered into an amendment to the agreement of sale (the “Amendment”) with Pigmental, LLC, a Delaware limited liability company (“Pigmental Studios”), to sell approximately 27 acres of land zoned for a manufacturing facility in St. Mary’s, Georgia (the “St. Mary’s Industrial Site”).”
Listing & Compliance Notices
RenX Enterprises Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“April 25, 2024, Safe and Green Development Corporation (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (March 14, 2024 through April 24, 2024), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trad”
Listing & Compliance Notices
RenX Enterprises Corp. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“April 16, 2024, Safe and Green Development Corporation (the “Company”) received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $1,887,777 as of December 31, 2023, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024, was below the minimum requirement of $2,500,000. As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $3”
Debt Financings
RenX Enterprises Corp. incurred loan of $1,000,000 at 17.00% maturing April 1, 2025.
“pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2 nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lake Travis project site in Lago Vista, Texas, a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma,”
Debt Financings
RenX Enterprises Corp. amended loan of $5,000,000 with LV Peninsula Holding, LLC at 17.00% maturing April 1, 2025.
“On April 3, 2024, LV Peninsula Holding, LLC (“LV Holding”), a Texas limited liability company and wholly owned affiliate of Safe and Green Development Corporation (the “Company”), entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of the promissory note, in the principal amount of $5,000,000 (the “LV Note”), issued by LV Holding pursuant to a Loan Agreement, dated March 30, 2023.”
Material Agreements
RenX Enterprises Corp. entered into 2nd Lien Loan Agreement with LV Peninsula Holding, LLC valued at $1,000,000 (effective 2024-04-03).
“pursuant to a loan agreement dated April 3, 2024 (the “2nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $1,000,000 (the “2 nd Lien Note”), secured by a revised Deed of Trust and Security Agreement”
Material Agreements
RenX Enterprises Corp. amended Extension Agreement with LV Peninsula Holding, LLC valued at $5,000,000 (effective 2024-04-01).
“On April 3, 2024, LV Peninsula Holding, LLC (“LV Holding”), a Texas limited liability company and wholly owned affiliate of Safe and Green Development Corporation (the “Company”), entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of the promissory note, in the principal amount of $5,000,000 (the “LV Note”), issued by LV Holding pursuant to a Loan Agreement, dated March 30, 2023.”
Earnings Releases
RenX Enterprises Corp. reported financial results for twelve months ended December 31, 2023.
“Safe and Green Development Corp Reports Record Fiscal Year 2023 Financial Results and Provides a Business Update March 28, 2024 / March 08, 2024 (GLOBE NEWSWIRE) -- Safe and Green Development Corporation (NASDAQ: SGD)(“SG DevCo” or the “Company”), today reported financial results for the twelve months ended December 31, 2023.”
Material Agreements
RenX Enterprises Corp. entered into Third Debenture with Peak One Opportunity Fund, L.P. valued at principal amount of $250,000 (effective 2024-03-21).
“On March 22, 2024, Safe and Green Development Corporation (the "Company") closed the third tranche of the previously disclosed private placement offering (the “Offering”) pursuant to the Securities Purchase Agreement, dated November 30, 2023, as amended on February 15, 2024 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”) In connection with the closing of the third tranche, the Company issued an 8% convertible debenture, dated as of March 21, 2024, in the principal amount of $250,000 (the “Third Debenture”) to Peak One”
Debt Financings
RenX Enterprises Corp. incurred credit facility of up to the maximum amount of $250,000 with Bryan Leighton Revocable Trust Dated December 13th, 2023 at a fixed rate per annum equal to 12.0% maturing September 1, 2024.
“On March 1, 2024 Safe and Green Development Corporation (the "Company") entered into a credit agreement (the “Credit Agreement”) with the Bryan Leighton Revocable Trust Dated December 13th, 2023 (the “Lender”) pursuant to which the Lender agreed to provide the Company with a line of credit facility (the “Line of Credit”) up to the maximum amount of $250,000”
Material Agreements
RenX Enterprises Corp. entered into Credit Agreement with Bryan Leighton Revocable Trust Dated December 13th, 2023 valued at up to the maximum amount of $250,000 (effective 2024-03-01).
“On March 1, 2024 Safe and Green Development Corporation (the "Company") entered into a credit agreement (the “Credit Agreement”) with the Bryan Leighton Revocable Trust Dated December 13th, 2023 (the “Lender”) pursuant to which the Lender agreed to provide the Company with a line of credit facility (the “Line of Credit”) up to the maximum amount of $250,000”
Shareholder Votes
RenX Enterprises Corp. shareholders approved Adjournment of the Special Meeting to a later date if necessary to permit further solicitation at the 2024-02-28 meeting.
“Proposal No. 3 The stockholders approved the adjournment of the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 and/or Proposal 2. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 7,073,165 66,060 3,341 8,898”
Shareholder Votes
RenX Enterprises Corp. shareholders approved Approval of issuance of 20% or more of common stock pursuant to equity purchase agreement with Peak One at the 2024-02-28 meeting.
“Proposal No. 2 The stockholders approved, the issuance of 20% or more of the Company’s issued and outstanding common stock as of November 30, 2023 pursuant to the equity purchase agreement with Peak One. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 7,082,693 66,720 2,051 0”
Shareholder Votes
RenX Enterprises Corp. shareholders approved Approval of issuance of 20% or more of common stock pursuant to securities purchase agreement with Peak One Opportunity Fund, L.P. at the 2024-02-28 meeting.
“Proposal No. 1 The stockholders approved the issuance of 20% or more of the Company’s issued and outstanding common stock as of November 30, 2023 pursuant to the securities purchase agreement with Peak One Opportunity Fund, L.P. (“Peak One”), including upon the conversion of debentures issued or issuable to Peak One and a warrant issued to Peak One Investments, LLC. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 7,084,052 65,407 2,005 0”
Debt Financings
RenX Enterprises Corp. incurred convertible notes of $250,000 with Peak One Opportunity Fund, L.P. at 8% per annum maturing twelve months from its date of issuance.
“The closing of the second tranche was consummated on February 16, 2024 and the Company issued an 8% convertible debenture in the principal amount of $250,000 (the “Second Debenture”) to Peak One”
Material Agreements
RenX Enterprises Corp. amended RRA Amendment with Peak One Opportunity Fund, L.P. valued at Amendment to Registration Rights Agreement to file a registration statement within 60 days (effective 2024-02-15).
“Also on February 15, 2024, the Company entered into an amendment (the “RRA Amendment”) to the Registration Rights Agreement, dated November 30, 2023, with Peak One where it agreed to file a registration statement within 60 days of the date of the RRA Amendment with the Securities and Exchange Commission (the “SEC”) to register the maximum number of Registrable Securities (as defined in the RRA Amendment) permitted to be included therein in accordance with applicable SEC rules.”
Material Agreements
RenX Enterprises Corp. amended Amendment to Securities Purchase Agreement with Peak One Opportunity Fund, L.P. valued at Amendment to SPA separating second tranche into two tranches of $250,000 each (effective 2024-02-15).
“On February 15, 2024, Safe and Green Development Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000.”
Material Agreements
RenX Enterprises Corp. entered into Membership Interest Purchase Agreement with Majestic World Holdings LLC valued at 500,000 shares restricted stock + $500,000 cash (effective 2024-02-07).
“On February 7, 2024, Safe and Green Development Corporation (the “Company”) acquired Majestic World Holdings LLC (“MWH”) pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of February 7, 2024, by and among the Company, the members of MWH listed therein (the “Members”), MWH and Matthew A. Barstow, as Sellers Representative.”
Material Agreements
RenX Enterprises Corp. entered into Agreement of Sale with Pigmental, LLC valued at $1.35 million (effective 2024-01-31).
“On January 31, 2024, Safe and Green Development Corporation (the “Company”) entered into an Agreement of Sale (the “Agreement of Sale”) with Pigmental, LLC, a Delaware limited liability company (“Pigmental Studios”), to sell approximately 27 acres of land zoned for a manufacturing facility in St. Mary’s, Georgia (the “St Mary’s Industrial Site”) owned by the Company to Pigmental Studios for $1.35 million”
Material Agreements
RenX Enterprises Corp. terminated Fabrication Agreement dated December 2, 2022 with SG Echo LLC valued at Terminated (effective 2023-12-18).
“In connection with the entry into the Master Purchase Agreement, on December 18, 2023, the Company and SG Echo terminated that certain Fabrication Agreement, dated December 2, 2022, between the parties relating to the McLean mixed-use site.”
Material Agreements
RenX Enterprises Corp. entered into Master Purchase Agreement with SG Echo LLC valued at Fee: 12% of agreed cost per project; payment schedule: 40% deposit, 35% monthly progress, 15% on del (effective 2023-12-17).
“On December 17, 2023, Safe and Green Development Corporation (the “Company”) entered into a Master Purchase Agreement (the “Master Purchase Agreement”) with SG Echo LLC (“SG Echo”), a wholly owned subsidiary of Safe & Green Holdings Corp. (“SG Holdings”), the Company’s majority stockholder, pursuant to which the Company may engage SG Echo from time to time to provide modular construction design, engineering, fabrication, delivery and other services (collectively, the “Work”) on such terms as the parties may mutually agree.”
Auditor Changes
RenX Enterprises Corp. dismissed Whitley Penn LLP as its auditor.
“dismissed Whitley Penn LLP (“Whitley Penn”). Whitley Penn’s report on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2022”
Auditor Changes
RenX Enterprises Corp. engaged M&K CPAS PLLC as its auditor.
“the Board of Directors of the Company approved the engagement of M&K CPAS PLLC (“M&K”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023”
Material Agreements
RenX Enterprises Corp. entered into Contribution Agreement with Preserve Acquisitions, LLC valued at $94,000 (effective 2023-11-28).
“On November 28, 2023, LV Peninsula Holding LLC (“LV Holding”), a Delaware limited liability company and wholly owned subsidiary of Safe and Green Development Corporation (the “Company”), entered into a Contribution Agreement with Preserve Acquisitions, LLC, a Delaware limited liability company (“Preserve”), to form either a Delaware or Texas limited liability company or limited partnership (the “Joint Venture”) for the purpose of owning, holding for investment and ultimately selling a residential housing development (the “Project”) to be developed by the parties on approximately 59.3712 acres located in Lago Vista, Texas currently owned by LV Holding (the “Property”) upon the terms and conditions set forth in the Contribution Agreement and in the operating agreement of the Joint Venture to be negotiated between the parties (the “JV Agreement”).”
Debt Financings
RenX Enterprises Corp. incurred convertible notes of $700,000.00 with Peak One Opportunity Fund, L.P. at 8% per annum maturing twelve months from its date of issuance.
“On November 30, 2023, Safe and Green Development Corporation (the “Company”) entered into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000. The closing of the first tranche was consummated on November 30, 2023 and the Company issued an 8% convertible debenture in principal amount of Seven Hundred Thousand Dollars ($700,000.00) (the “Debenture”) to Peak One”
Material Agreements
RenX Enterprises Corp. entered into Equity Purchase Agreement with Peak One Opportunity Fund, L.P. valued at up to $10,000,000.00 (effective 2023-11-30).
“On November 30, 2023, the Company also entered into an Equity Purchase Agreement (the “EP Agreement”) and related Registration Rights Agreement (the “Rights Agreement”) with Peak One, pursuant to which the Company shall have the right, but not the obligation, to direct Peak One to purchase up to $10,000,000.00 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the EP Agreement and Rights Agreement”
Material Agreements
RenX Enterprises Corp. entered into Securities Purchase Agreement with Peak One Opportunity Fund, L.P. valued at aggregate principal amount of $1,200,000 (effective 2023-11-30).
“On November 30, 2023, Safe and Green Development Corporation (the “Company”) entered into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000.”
Material Agreements
RenX Enterprises Corp. entered into Shared Services Agreement with SG Holdings valued at Shared services agreement (effective 2023-09-26).
“In connection with the Separation, on September 26, 2023, we and SG Holdings entered into a shared services agreement which sets forth the terms on which SG Holdings will provide to us, on a transitional basis, certain services or functions that the companies historically have shared.”
Material Agreements
RenX Enterprises Corp. entered into Tax Matters Agreement with SG Holdings valued at Tax matters agreement (effective 2023-09-26).
“In connection with the Separation, on September 26, 2023, we and SG Holdings entered into a tax matters agreement that contains certain tax matters arrangements and governs the parties’ respective rights, responsibilities, and obligations with respect to taxes, including taxes arising in the ordinary course of business and taxes incurred as a result of the Separation and the Distribution.”
Material Agreements
RenX Enterprises Corp. entered into Separation and Distribution Agreement with SG Holdings valued at Separation and distribution agreement (effective 2023-09-26).
“On September 26, 2023, SG DevCo entered into a separation and distribution agreement and several other agreements with SG Holdings to effect the Separation and provide a framework for our relationship with SG Holdings after the Separation.”
Governance Changes
RenX Enterprises Corp.: Amended and restated Bylaws effective September 13, 2023 (effective 2023-09-13).
“The Company also amended and restated its Bylaws (the “Amended and Restated Bylaws”), effective as of September 13, 2023.”
Governance Changes
RenX Enterprises Corp.: Filed an amended and restated Certificate of Incorporation effective September 15, 2023 (effective 2023-09-15).
“Safe and Green Development Corporation (the “Company”) filed an amended and restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware which became effective as of 1:42 pm on September 15, 2023.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.