RenX Enterprises Corp. filed a Form 8-K on November 6, 2026, disclosing that on November 2, 2026, it entered into an exchange agreement with an accredited investor to restructure approximately $1,022,971.22 in outstanding debt under a prior senior convertible note.

Key Highlights

  • Outstanding debt exchanged: $1,022,971.22 in principal and accrued interest under a senior convertible note dated February 12, 2026 was cancelled.
  • New Note principal: The replacement senior convertible note carries a principal amount of $1,037,283.93, equal to 110% of the outstanding principal of the prior note.
  • Warrant issued: A common stock purchase warrant to purchase 644,944 shares was issued, equal to 180% of the face value of the New Note divided by $2.895.
  • Conversion price: The New Note is initially convertible at $2.895 per share; an alternate conversion price equals the greater of a $0.534 floor price or 92% of the lowest VWAP over the prior ten trading days, subject to stockholder approval.
  • Maturity and interest: The New Note matures 12 months from issuance and bears interest at 10% per annum, increasing to 18% per annum upon an uncured event of default.
  • Beneficial ownership cap: The holder is prohibited from converting if doing so would result in beneficial ownership exceeding 4.99% (or, at the holder's option, 9.99%) of shares outstanding.
  • Stockholder meeting required: The company agreed to hold a special stockholder meeting no later than 120 days after the agreement's effective date to seek Nasdaq-required approval for issuance of shares at the alternate conversion price.

RenX Enterprises Restructures Senior Convertible Note on November 2, 2026

According to the filing, RenX Enterprises Corp. (NASDAQ:RENX) entered into the Exchange Agreement on November 2, 2026, with an accredited investor. The agreement cancelled $1,022,971.22 of principal and accrued interest outstanding under a prior senior convertible note dated February 12, 2026, replacing it with a new senior convertible note in the principal amount of $1,037,283.93 and a warrant to purchase 644,944 shares of common stock, par value $0.001 per share.

The New Note, as described in the filing, is unsecured and senior to all other indebtedness of the company and its subsidiaries. It matures 12 months from issuance and bears interest at 10% per annum, payable in full at maturity. The company retains the option to redeem the New Note in whole or in part at 110% of the principal amount to be redeemed plus any accrued interest. The filing states that assuming full conversion at the initial conversion price of $2.895 per share and 10% interest accrued over 12 months, approximately 394,133 shares of common stock would be issuable upon conversion of the New Note, excluding any default interest or penalties.

The filing also discloses that shares issuable under the New Note and the warrant are subject to an exchange cap, limiting issuances that would breach Nasdaq rules. The company agreed to file a registration statement covering the resale of conversion shares or warrant shares within 45 days of a written investor request if those shares cannot be resold under Rule 144 without volume or manner-of-sale restrictions for more than 90 consecutive days. Additionally, while the New Note is outstanding, the holder has the right to require the company to apply up to 2.39% of gross proceeds from certain equity sales to redeem all or any portion of the New Note at 110% of the amount being redeemed.

What Was Disclosed

RenX Enterprises Corp. disclosed an exchange agreement cancelling approximately $1,022,971.22 in prior note debt in exchange for a new $1,037,283.93 senior convertible note and a warrant for 644,944 shares, along with associated conversion, redemption, and stockholder approval terms.