{"url_path":"/sec/rmxi/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1970743/0001213900-26-058408-index.html","accession_number":"0001213900-26-058408","cik":"0001970743","ticker":"RMXI","issuer_name":"RMX INDUSTRIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1970743/0001213900-26-058408-index.html","primary_entity_key":"0001970743","primary_entity_name":"RMX INDUSTRIES, INC."},"word_count":1015,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Intellectual Property Purchase Agreement**\n\n \n\nOn May 8, 2026, RMX Industries, Inc. (the “Company”)\nentered into an intellectual property purchase agreement (the “IP Purchase Agreement”) with Apollo Group Enterprises, LLC\n(“Apollo”), pursuant to which the Company will acquire all of Apollo’s right, title and interest in and to certain intellectual\nproperty assets described therein relating to software platforms (the “IP Assets”) in consideration for issuing Apollo\n1,500,000 shares (the “Consideration Shares”) of Class A Common Stock, $0.001 par value per share, of the Company (the “Class\nA Common Stock”).\n\n \n\nPursuant to the IP Purchase Agreement, the closing\nshall occur no later than May 17, 2026 (the “Closing”). At the Closing, the Company shall issue the Consideration Shares and\nApollo shall deliver title to the IP Assets. The Consideration Shares shall be fully vested at the time of issuance, but shall bear restrictive\nlegends and be subject to a lock-up period of 180 days following such issuance and an additional leak-out period of 180 days following\nthe lock-up period, during which sales of the Consideration Shares shall be limited to no more than 10% of the average daily trading volume\nper trading day.\n\n \n\nThe IP Purchase Agreement\nalso contains mutual indemnification provisions with respect to breaches of representations and warranties as well as to any breach or\nfailure to perform any covenant, agreement, or obligation contained therein, and indemnification by Apollo of the Company and its affiliates\nwith respect to certain damages arising from or relating to any excluded asset, any third-party non-frivolous intellectual property right\nclaim existing on or prior to the Closing, and any taxes attributable to the IP Assets for any period ending on or prior to the Closing.\nIn the case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying\nparty will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $50,000. However,\nthis threshold limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful\nmisconduct or intentional misrepresentation by the indemnifying party, excluded assets, or taxes. In addition, the aggregate remedy with\nrespect to any and all indemnifiable losses may in no event exceed the value of the Consideration Shares as of the Closing. However, this\nremedy limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful misconduct\nor intentional misrepresentation by the indemnifying party, excluded assets, or taxes.\n\n \n\nThe IP Purchase Agreement is filed as Exhibit\n10.3 to this Current Report on Form 8-K and the description above is qualified in its entirety by reference to such exhibit.\n\n \n\n**Private Placement Offering**\n\n \n\nOn April 17, 2026, the Company conducted a closing of its ongoing private\nplacement offering (the “Offering”) and entered into a subscription agreement (the “Subscription Agreement”) with\ncertain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 54.4 units (the “Units”),\nwith each Unit consisting of (i) an unsecured 18% promissory note (the “Note”) and (ii) a five year warrant to purchase shares\nof Class A Common Stock with an exercise price of $0.50 per share (the “Warrants”). The Warrants are exercisable immediately\nand may be exercised on a cashless basis.\n\n \n\nEach Unit was priced $25,000 and included a Note\nwith an aggregate principal amount of $25,000 and a Warrant to purchase 50,000 shares of Class A Common Stock. The gross proceeds from\nthe Offering were $1,360,000, or up to $2,720,000 if the Warrants are fully exercised for cash, and will be used for working capital and general\ncorporate purposes.\n\n \n\nThe Notes mature on the earlier of June 30, 2026,\nor upon the occurrence of a Liquidity Event. A “Liquidity Event” is any of the following: (i) a firm commitment underwritten\ninitial public offering or direct listing of the Class A Common Stock, resulting in a listing of the Class A Common Stock on a national\nsecurities exchange, (ii) an acquisition of the Company as a result of a sale of all or substantially all of the capital stock or assets\nof the Company to any unaffiliated third person, (iii) the merger of the Company with a special purpose acquisition corporation listed\non a national securities exchange (a “SPAC”) or a subsidiary of a SPAC, in which transaction the stockholders of the Company\nown a majority of the equity securities of the SPAC following the closing thereof, or (iv) the consummation of a merger of the Company\nwith a fully reporting public corporation without any significant business activities that is then trading on a national securities exchange.\n\n \n\nThe Company may prepay the Notes in full at any\ntime with no prepayment penalty. Upon the occurrence of any Event of Default (as defined in the Note), at the option and upon the declaration\nof the holders of a majority in principal amount of the Notes and upon written notice to the Company, the Notes shall accelerate and\nall principal and unpaid accrued interest shall become due and payable.\n\n \n\n2\n\n \n\n \n\nThe Subscription Agreement contains customary\nrepresentations, warranties and agreements by the Company, indemnification obligations of the Company, and other obligations of the parties.\nThe representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of such Subscription\nAgreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may\nbe subject to qualifications and limitations agreed upon by the parties instead of establishing matters as facts; and may be subject\nto standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors generally.\nInvestors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual\nstate of facts or condition of the Company.\n\n \n\nForms of the Warrants, the Subscription Agreement,\nand the Notes are filed as Exhibit 4.1, Exhibit 10.1, and Exhibit 10.2, respectively, to this Current Report on Form 8-K and the descriptions\nabove are qualified in their entirety by reference to such exhibits."}