{"url_path":"/sec/rmxi/8-k/2026-05-18/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":"2026-05-18","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":280,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth under Item 1.01 of\nthis Current Report on Form 8-K is incorporated hereby reference.\n\n \n\nThe securities that may be issued by the Company under the IP Purchase\nAgreement and the Subscription Agreement are being offered and sold by the Company in transactions that are exempt from the registration\nrequirements of the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities\nAct and Rule 506(b) of Regulation D thereunder. In the IP Purchase Agreement and the Subscription Agreement, Apollo and each Investor\nrepresented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)\nof Regulation D under the Securities Act). Accordingly, the offer and sale by the Company of the securities that may be issued and sold\nunder the IP Purchase Agreement and the Subscription Agreement have not been and will not be registered under the Securities Act or any\napplicable state securities or “Blue Sky” laws and, therefore, such securities may not be offered or sold in the United States\nabsent registration or an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky”\nlaws.\n\n \n\nThis Current Report on Form 8-K shall not constitute\nan offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of\nthe Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or\nqualification under the securities laws of any such state or other jurisdiction."}