{"url_path":"/sec/renx/8-k/2026-06-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":287,"has_tables":true,"body_markdown":"**Item 3.02. Unregistered Sales of Equity Securities.**\n\n** **\n\nThe information set forth under Item 1.01 above\nof this Current Report on Form 8-K is incorporated by reference in this Item 3.02. When issuing the shares of Preferred Stock and the\nWarrant pursuant to the Exchange Agreement in exchange for the cancellation of the Note, the Company relied upon the exemption from the\nregistration requirements of the Securities Act available under Section 3(a)(9) promulgated thereunder due to the fact that Company\nwas the same issuer of the Note, the Debtholder did not pay any additional consideration besides cancelling the outstanding\nNote, the exchange was made with a current Company investor and the Company did not pay any commission or remuneration for the solicitation\nof the exchange. The shares of the Company’s Common Stock to be issued upon conversion of the Preferred Stock, to the extent issued,\nwill also be issued pursuant to an exemption from the registration requirements of the Securities Act available under Section 3(a)(9)\npromulgated thereunder. The shares of Preferred Stock, the Warrant and the shares of Common Stock that may be issued upon conversion of\nthe Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence\nof an effective registration statement or exemption from the registration requirements.\n\n \n\nThe shares of the Company’s Common Stock\nto be issued upon exercise of the Warrant will be issued and sold pursuant to an exemption from the registration requirements under Section\n4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. In the Exchange Agreement, the Debtholder represented\nthat it is an “accredited investor” as defined in Regulation D of the Securities Act."}