{"url_path":"/sec/renx/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1959023/0001213900-26-068872-index.html","accession_number":"0001213900-26-068872","cik":"0001959023","ticker":"RENX","issuer_name":"RenX Enterprises Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1959023/0001213900-26-068872-index.html","primary_entity_key":"0001959023","primary_entity_name":"RenX Enterprises Corp."},"word_count":1875,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n \n\nOn June 11, 2026, RenX Enterprises Corp. (the\n“Company”) entered into an exchange agreement (the “Exchange Agreement”) with Index Equity US, LLC, a related\nparty (the “Debtholder”), to exchange (the “Exchange”) $7,169,072.79 of principal and accrued interest outstanding\n(the “Outstanding Debt”) under an Amended and Restated Promissory Note, dated January 1, 2025 (originally issued by the Company\nto MCS Lending, LLC (a related party) and assigned to Debtholder on June 9, 2026) (the “Note”), for 7,169 shares (the “Preferred\nShares”) of a newly designated series of Series C Convertible Preferred Stock (the “Preferred Stock”), convertible at\nan initial conversion price of $2.895 per share into 2,476,338.51 shares of common stock (the “Conversion Shares”) and a common\nstock purchase warrant (the “Warrant” and, together with the Preferred Shares, the “Securities”) to purchase up\nto 619,084 shares of the Company’s common stock (the “Common Stock”) exercisable at an initial exercise price of $2.895\nper share, subject to, among other things, adjustment, shareholder approval (if required under Nasdaq rules) and certain beneficial ownership\nlimitations. Pursuant to the Exchange Agreement, on June 11, 2026, the Company issued the Securities and the Outstanding Debt was cancelled.\n\n \n\nBjarne Borg, our director, is the manager of Index\nEquity US, LLC, the Debtholder.\n\n \n\n**The Preferred Stock**\n\n** **\n\n**Certificate of Designation**\n\n** **\n\nThe terms of the Preferred Stock are set forth\nin the Certificate of Designation for the Preferred Stock (the “Certificate of Designation”). On June 10, 2026, the Company\nfiled the Certificate of Designation with the Delaware Secretary of State which sets forth the following key terms:\n\n* *\n\n*Par Value/Stated Value*\n\n \n\nThe Preferred Stock has $0.001 par value and a\nstated value equal to $1,000.00.\n\n* *\n\n*Conversion Terms*\n\n \n\nEach share of Preferred Stock is initially convertible,\nat the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder\nthereof, at $2.895 per share.\n\n \n\nThe conversion price is subject to standard proportional\nadjustment for stock dividends, stock splits or similar events, subject to a floor price of $1.50 (the “Floor Price”). The\nconversion price is also subject to the full-ratchet style adjustment for dilutive issuances (each a, “Dilutive Issuance”),\nsubject to the Floor Price and with Exempt Issuances (as defined in the Certificate of Designations) carved out. If a holder elects to\nconvert following a Dilutive Issuance that causes the conversion price to be less than the Floor Price, then the holder would receive\nthe Conversion Shares based upon the Floor Price plus a cash true-up. The issuance of all of the Conversion Shares issuable upon conversion\nof the Preferred Stock, including, without limitation, to give full effect to any adjustment to the conversion price following any stock\ndividend, stock split or other share combination event or a Dilutive Issuance is subject to Company stockholder approval, to the extent\nrequired by the applicable rules and regulations of The Nasdaq Stock Market LLC. If the Preferred Stock were to fully convert (including\nif the conversion price is reduced to the Floor Price), the Company would issue up to 4,779,333 shares of Common Stock.\n\n \n\n*Limitations on Conversion*\n\n \n\nA holder of the Preferred Stock is prohibited\nfrom converting shares of Preferred Stock into shares of Common Stock (the “Beneficial Ownership Limitation”) if, as a result\nof such conversion, such holder, together with its affiliates, would beneficially own in excess of 4.99% of the total number of shares\nof Common Stock issued and outstanding immediately after giving effect to such conversion, subject to adjustment by the holder to up to\n19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion upon 61\ndays’ prior notice.\n\n * *\n\n*Dividend Terms*\n\n \n\nDividends accrue on the Preferred Stock at the\nrate of 8% per annum, compounding quarterly and, if dividends are not paid in cash, the rate increases to 9% per annum. Dividends may\nbe paid in cash from any funds legally available for the declaration of dividends, in additional shares of Preferred Stock, or by increasing\nthe stated value on the Corporation’s books by the amount of the dividend. Dividends are payable as and when the Board of Directors of\nthe Company may determine, upon liquidation and upon occurrence of a Fundamental Transaction (as such term is defined in the Certificate\nof Designation).\n\n \n\n1\n\n \n\n*Rank; Liquidation Preference*\n\n \n\nThe Preferred Stock ranks prior in and preference\nto the Common Stock and *pari passu* (unless otherwise agreed by holders of at least a majority of the outstanding shares of Preferred\nStock) with the Company’s Series B Non-Voting Convertible Preferred Stock and any other series of the Corporation’s preferred\nstock with respect to payment of dividends and the consummation of any redemption. In the event of the liquidation, dissolution or winding-up\nof the Company (a “Liquidation”), whether voluntarily or involuntarily, the holders of Preferred Stock will be entitled to\nreceive an amount in cash per share of Preferred Stock equal to 150% of the stated value of such shares prior and in preference to the\nCommon Stock and *pari passu* with the Company’s Series B Non-Voting Convertible Preferred Stock and any other series of preferred\nstock.\n\n \n\n*Voting Rights*\n\n \n\nHolders of the Preferred Stock are entitled to\nvote on an as-converted basis alongside holders of Common Stock as a single class, subject to the Beneficial Ownership Limitation. In\naddition, as long as any shares of Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders\nof a majority of the then outstanding shares of Preferred Stock, alter or change adversely the powers, preferences or rights given to\nthe Preferred Stock or alter or amend the Certificate of Designation, authorize or create any class of stock ranking as to dividends,\nredemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Preferred Stock, amend its certificate\nof incorporation in any manner that adversely affects any rights of the holders of Preferred Stock, increase the number of authorized\nshares of Preferred Stock, declare dividends on or redeem junior securities while accrued dividends remain unpaid, enter into affiliate\ntransactions exceeding $1 million without disinterested director approval or enter into any agreement with respect to any of the foregoing.\n\n* *\n\n*Redemption*\n\n* *\n\nHolders of the Preferred Stock are entitled to\nredeem their shares after three years at a redemption price equal to 110% of the stated value of such shares, plus accrued and unpaid\ndividends. The Company may redeem all or part of the Preferred Shares at any time after the 24-month anniversary of the issuance date\nby giving the holder at least 30 days’ written notice. The buyback price depends on timing: 115% of stated value if redeemed between the\n24-month and 36-month anniversaries, and 110% of stated value after the 36-month anniversary, in each case plus accrued and unpaid dividends.\n\n \n\nIn addition, in the event the Company enters into\na transaction which results in a change of control of 50% or more of its then outstanding shares of Common Stock on a fully diluted basis,\nsells substantially all its assets, or effects a “going-private” transaction such that it is no longer a publicly reporting\ncompany, a holder of Preferred Stock will be entitled to redeem its shares at a redemption price equal to the greater of (i) the stated\nvalue of such shares, plus all accrued and unpaid dividends or (ii) the as-converted market value of the shares of Common Stock issuable\nupon conversion of the shares of Preferred Stock based on the average of the last closing price of the Common Stock during the five trading\ndays preceding the date of the holder’s redemption notice.\n\n \n\n**The Warrant**\n\n \n\n*Exercise Terms*\n\n* *\n\nThe Warrants shall be immediately exercisable\nupon issuance, have a term of five years from the date of issuance, and be exercisable for shares of Common Stock at the Exercise Price\nof $2.895 per share; provided that the exercise price and number of shares of Common Stock issuable upon exercise of the Warrants are\nsubject to customary adjustments pursuant to stock dividends, stock splits or similar events.\n\n  \n\n*Fundamental Transaction*\n\n* *\n\nIf a Fundamental Transaction (as such term is\ndefined in the Warrant) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise every\nright and power that the Company may exercise and will assume all of the Company’s obligations under the Warrants with the same\neffect as if such successor entity had been named in the Warrant itself. If holders of the Common Stock are given a choice as to the securities,\ncash or property to be received in a Fundamental Transaction, then the holder shall be given the same choice as to the consideration it\nreceives upon any exercise of the Warrant following such Fundamental Transaction.\n\n* *\n\n*Rights of Holder*\n\n \n\nExcept as otherwise provided in the Warrants or\nby virtue of such holder’s ownership of shares of Common Stock, the holder of a Warrant does not have the rights or privileges of\na holder of the Common Stock, including any voting rights, until the holder exercises the Warrant.\n\n* *\n\n**\n\n2\n\n* *\n\n*Limitations on Exercise*\n\n \n\nThe holder of the Warrant is prohibited from exercising\nthe Warrant for shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially\nown in excess of 4.99%. The holder can elect a 19.99% cap instead, and any increase takes effect only 61 days after notice to the Company.** **\n\n****\n\n** **\n\n**The Exchange Agreement**\n\n \n\nPursuant to the Exchange Agreement, on June\n11, 2026, the Company issued the Securities and the Outstanding Debt was cancelled. The Exchange Agreement contains customary\nrepresentations and warranties and agreements by the Company and the Debtholder.\n\n \n\nIn the Exchange Agreement, the Debtholder acknowledged\nthat the shares of Common Stock issuable upon conversion of the Preferred Shares and the exercise of the Warrants are subject to an exchange\ncap (as defined in the Certificate of Designation and the Warrants, respectively) such that the Company will not issue shares of Common\nStock upon a conversion of the Preferred Shares or the exercise of the Warrants if the issuance of such shares of Common Stock would exceed\nthe aggregate number of shares of Common Stock which the Company may issue without breaching its obligations under the rules or regulations\nof Nasdaq.\n\n \n\nIn the event the Company’s Common Stock\nis delisted from Nasdaq for 30 or more consecutive trading days without relisting on an approved exchange, the Exchange Agreement provides\nthat the Debtholder may elect to, by written notice to the Company, exchange the Preferred Shares for an unsecured promissory note of\nthe Company bearing 10% annual interest with a 24-month maturity.\n\n \n\nThe foregoing descriptions of the Certificate\nof Designation, Exchange Agreement and the Warrants are qualified in their entirety by reference to the full text of such agreements,\ncopies of which are attached hereto as Exhibit 3.1, 10.1 and 4.1, respectively, and each of which is incorporated herein in its entirety\nby reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements\nand as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon\nby the contracting parties."}