{"url_path":"/sec/rmxi/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1970743/0001213900-26-058772-index.html","accession_number":"0001213900-26-058772","cik":"0001970743","ticker":"RMXI","issuer_name":"RMX INDUSTRIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970743/0001213900-26-058772-index.html","primary_entity_key":"0001970743","primary_entity_name":"RMX INDUSTRIES, INC."},"word_count":497,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds\n\n \n\n**Unregistered Sales of Equity Securities**\n\n \n\nDuring the three months ended March 31, 2026,\nwe have conducted closings of an ongoing private placement of units, with each unit consisting of an unsecured 18% promissory note and\na five-year warrant to purchase shares of Class A Common Stock, and entered into certain subscription agreements with a number of accredited\ninvestors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained\nin Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.\nPursuant to the agreements, we sold 16.8 units at a price of $25,000 per unit for gross proceeds of $420,000 and issued 840,000 warrants\nwith an exercise price of $0.50 per share.\n\n \n\nOn March 31, 2026, we issued 5,000 shares of Series\nX Convertible Preferred Stock to Karl Kit, the Company’s Chief Executive Officer, President and member of the Board, for gross proceeds\nof $19,250, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated\nthereunder, and applicable state securities laws.\n\n \n\n**Use of Proceeds**\n\n \n\nOn April 9, 2026, we filed a registration statement\non Form S-1 (File No. 333-294940) with the Securities and Exchange Commission, which was declared effective on April 20, 2026, relating\nto the offer and resale from time to time, by the selling stockholders identified therein, of up to 11,862,543 shares of Class A Common\nStock. These sales will occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market\nprices, or at negotiated prices. We will not receive any proceeds from the sale of Class A Common Stock by the selling stockholders.\n\n \n\nThe selling stockholders will pay any underwriting\ndiscounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred\nby them in disposing of the shares. We bear all other costs, fees and expenses incurred in effecting the registration of the shares covered\nby the registration statement, including, without limitation, all registration and filing fees and fees and expenses of our counsel and\nour accountants, as set forth in the following table.\n\n \n\n  \nAmount \n\nSEC registration fee \n$3,980.87 \n\nAccounting fees and expenses \n 25,000.00 \n\nLegal fees and expenses \n 100,000.00 \n\nTransfer agent fees and expenses \n 10,000.00 \n\nPrinting and miscellaneous fees \n 11,019.13 \n\nTotal \n$150,000.00 \n\n \n\nAll amounts, other than the SEC registration fee,\nare estimates. None of the payments were direct or indirect payments to any of our directors or officers, any of their associates, any\npersons owning 10% or more of any class of our equity securities, or any of our affiliates, or direct or indirect payments to any others\nother than for the direct costs of the offering.\n\n \n\n**Purchases of Equity Securities**\n\n \n\nNo repurchases of our common stock were made during\nthe three months ended March 31, 2026.\n\n  \n\n22"}