RenX Enterprises Corp. — Form 8-K

On September 30, 2026, RenX Enterprises Corp. exchanged an 11.5% promissory note (principal $1,255,000 plus $191,774.32 accrued interest = $1,446,774.32 total outstanding debt) held by James D. Burnham with Resource Group US LLC (a RenX subsidiary) for 1,441 shares of Series D Convertible Preferred Stock (Stated Value $1,000/share) and warrants to purchase 124,438 shares of common stock at $2.895/share (5-year term). The preferred stock converts at $2.895/share, carries 8% annual dividends (9% if unpaid), has a floor price of $1.50, and includes a 4.99% beneficial ownership limitation (increasable to 19.99%). The preferred stock ranks pari passu with Series B and C preferred stock and senior to common stock in liquidation (receiving 150% of Stated Value). The exchange satisfies the outstanding debt obligation in full.