UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 14, 2026 the issuer had a total
of
RENX ENTERPRISES CORP. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
i
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
RENX ENTERPRISES CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid assets and other current assets | ||||||||
| Inventory | ||||||||
| Accounts receivable, net | ||||||||
| Current Assets | ||||||||
| Land | ||||||||
| Property and equipment, net | ||||||||
| Project development costs and other non-current assets | ||||||||
| Equity-based investments | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholder’s Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to affiliates | ||||||||
| Short-term notes payable, net | ||||||||
| Notes payable - related party, current | ||||||||
| Operating lease liabilities, current | ||||||||
| Finance lease liabilities, current | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Long-term notes payable, net | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholder’s Equity: | ||||||||
| Preferred Series A stock, $ | ||||||||
| Preferred Series B stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost – | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholder’s Equity | ||||||||
| Total Liabilities and Stockholder’s Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
1
RenX Enterprises Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue: | ||||||||
| Sales | $ | $ | ||||||
| Total | ||||||||
| Cost of Revenue: | ||||||||
| Cost of revenue | ||||||||
| Total | ||||||||
| Gross Profit: | ||||||||
| Operating expenses: | ||||||||
| Payroll and related expenses | ||||||||
| General and administrative expenses | ||||||||
| Professional and consulting fees | ||||||||
| Marketing and business development expense | ||||||||
| Total | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Loss on settlement of derivative liability | ( | ) | ||||||
| Loss on sale of equipment | ( | ) | ||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share | ||||||||
| Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these condensed financial statements.
2
RenX Enterprises Corp. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited)
| $0.001 Par Value Common Stock | Preferred Stock (Series A) | Preferred Stock (Series B) | Additional Paid-in | Accumulated | Non- controlling | Total Stockholder’s | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Interest | Equity | |||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| Conversion of notes payable and accrued interest | - | - | ||||||||||||||||||||||||||||||||||||||
| Exercise of prefunded warrant | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Issuance of stock for debt issuance | - | - | ||||||||||||||||||||||||||||||||||||||
| Forgiveness of related party debt | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||||||||||||||||||||||
| Deconsolidation of Sugar Phase | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| $0.001 Par Value Common Stock | Preferred Stock (Series A) | Preferred Stock (Series B) | Additional Paid-in | Accumulated | Total Stockholder’s | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Issuance of stock for warrant exercise | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Conversion of Series B preferred stock to common stock | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Series B preferred stock accrued dividends | - | - | - | ( | ) | |||||||||||||||||||||||||||||||
| Issuance of stock for services | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of Series A preferred stock to common stock | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||
| Forgiveness of related party debt | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of warrants for debt issuance | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
3
RenX Enterprises Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
| For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Change in fair value of derivative liability | ||||||||
| Loss on settlement of derivative liability | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Amortization of debt issuance costs | ||||||||
| Stock based compensation | ||||||||
| Amortization of right of use asset | ||||||||
| Loss on sale of equipment | ||||||||
| Common stock for services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ||||||||
| Prepaid assets and other current assets | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Due to affiliates | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Additions to intangible assets | ( | ) | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Additions to equity based investments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Debt issuance costs | ( | ) | ( | ) | ||||
| Proceeds from notes payable | ||||||||
| Principal payments on debt | ( | ) | ( | ) | ||||
| Payments on finance leases | ( | ) | ||||||
| Cash payment of derivative liability | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash – beginning of period | ||||||||
| Cash – end of period | $ | |||||||
| Supplemental disclosure of non-cash operating activities: | ||||||||
| Forgiveness of related party accounts payable and accrued expenses | $ | $ | ||||||
| Issuance of stock for derivative liability settlement | $ | $ | ||||||
| Issuance of stock for warrant exercise | $ | $ | ||||||
| Conversion of Series A preferred stock to common stock | $ | $ | - | |||||
| Note receivable from sale of equity investment | $ | $ | ||||||
| Deferred gain on sale from sale of equity investment | $ | |||||||
| Forgiveness of due from affiliate | $ | $ | ||||||
| Issuance of stock and warrants for debt issuance | $ | $ | ||||||
| Conversion of notes payable | $ | $ | ||||||
| Pre-funded warrants | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements.
4
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 1. | Description of Business |
RenX Enterprises Corp. (the “Company or RenX”) is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From its inception through 2023, the Company’s operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.
In 2023 and early 2024, the Company expanded its strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. Due to the Company’s shift in its focus as described below, the Company is no longer pursuing real estate AI related activities. The Company also announced plans to monetize its real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested in its current operations.
In June 2025, the Company completed its acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in its core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Through its subsidiary, Zimmer Equipment Inc. (“ZEI”), the Company provides comprehensive waste logistics and collection services for its own products as well as for products of third parties through ZEI’s owned fleet of high-capacity transportation equipment and third-party contractors engaged by ZEI. ZEI offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works with ZEI to streamline operations by internalizing certain transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency.
Going Concern
The Company began operations during 2021 and has
incurred net losses since inception and has a net capital deficiency, which raises substantial doubt about its ability to continue as
a going concern. As of March 31, 2026, the Company has an accumulated deficit of $
Reverse Stock Split
On October 8, 2024, the Company effected a
On March 26, 2026, the Company effected a second
All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the Stock Split and March Stock Split as if they had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 have been adjusted to reflect the reverse stock split effected in October 2024 and March 2026.
5
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 2. | Summary of Significant Accounting Policies |
Basis of presentation and principles of consolidation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on April 1, 2026. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, LV Peninsula Holding, LLC (“LV Holding”), MyVonia Innovations LLC (“MyVonia LLC”), Resource Group, Resource Group US LLC (“Resource”), Zimmer Equipment Inc. (“ZEI”) and ETS Realty 1, LLC (“ETS”), as well as Sugar Phase I LLC (“Sugar Phase”) and Pulga Internacional LLC (“Pulga”) (until the time of deconsolidation).
Recently adopted accounting pronouncements — New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate.
Accounting estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates.
Revenue recognition — The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy:
| (1) | Identify the contract with a customer |
| (2) | Identify the performance obligations in the contract |
| (3) | Determine the transaction price |
| (4) | Allocate the transaction price to performance obligations in the contract |
| (5) | Recognize revenue as performance obligations are satisfied |
The revenue the Company has generated resulted primarily from the sale of materials (compost, engineered soils, and mulch) as well as the collection and disposal services of waste, which at times, is produced into saleable materials. Such revenue is recognized at the point in time when control of the product transfers to the customer, which typically occurs upon delivery or customer pickup at the Company’s facility. For revenue from commissions related to residential real estate purchased and sales transactions, the Company applies recognition of revenue when the customer obtains control over such service, which is at a point in time.
Revenue from the sale of materials amounted to
$
6
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 2. | Summary of Significant Accounting Policies (cont.) |
Accounts receivable and allowance for credit losses — Accounts receivable are receivables generated from sales to customers. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts.
The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions.
The allowance for credit losses reflects the Company’s
best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based
on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews
accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts
to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection
losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations,
and cash flows. As of March 31, 2026 and December 31, 2025, the Company’s allowance for credit losses amounted to $
Inventory — Inventory consists
of dirt, sand, mulch and compost. The Company’s inventory is valued at the lower of cost (first-in, first-out method) or net realizable
value, and consists of all finished goods. As of March 31, 2026 and December 31, 2025 there was inventory of $
Variable Interest Entities — The Company accounts for certain legal entities as variable interest entities (“VIE”). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change.
7
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 2. | Summary of Significant Accounting Policies (cont.) |
Investment Entities — The
Company obtained a
During the three months ended March 31, 2026 and 2025, Norman Berry did not have any material earnings or losses as the investments are in development. In addition, management believes there was impairment as of March 31, 2026 and December 31, 2025.
Cash and cash equivalents — The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. The Company has minimal cash and cash equivalents on hand as of March 31, 2026 and December 31, 2025.
Property, plant and equipment — Property,
plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset.
Repairs and maintenance are charged to expense when incurred. Included in property, plant and equipment, are recoverable reserves acquired
in connection with the Resource acquisition described below. Such reserves represent the approximately
Intangible assets — Intangible
assets consist of $
Project Development Costs — Project development costs are stated at cost. At March 31, 2026 and December 31, 2025, the Company’s project development costs are expenses incurred related to development costs on various projects that are capitalized during the period the project is under development.
8
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 2. | Summary of Significant Accounting Policies (cont.) |
Fair value measurements — Financial instruments, including accounts payable and accrued expenses are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The short-term note payable is carried at cost which approximates fair value due to corresponding market rates. Financial instruments, such as derivative liabilities are measured at fair value at each reporting date (see Note 6 for additional information).
Derivative liability — The Company evaluates all features contained in financing agreements to determine if there are any embedded derivatives that require separate accounting from the underlying agreement under ASC 815 – Derivatives and Hedging. An embedded derivative that requires separation is accounted for as a separate liability or asset from the host agreement. The separated embedded derivative is accounted for at fair market value, with changes in fair value recognized in the statements of operations within the other financing costs line item. The Company determined that certain features under the October Private Placement (See Note 10 — Stockholders’ Equity) qualified as an embedded derivative. The derivative was accounted for separately from the underlying Series B Preferred Stock and is accounted for at fair value.
Warrants — The Company reviews the terms of warrants to purchase its common stock to determine whether warrants should be classified as liabilities or stockholders’ equity in its condensed consolidated balance sheets. In order for a warrant to be classified in stockholders’ equity, the warrant must be (i) indexed to the Company’s equity and (ii) meet the conditions for equity classification. If a warrant does not meet the conditions for stockholders’ equity classification, it is carried on the condensed consolidated balance sheets as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the condensed consolidated statements of operations. If a warrant meets both conditions for equity classification, the warrant is initially recorded, at its relative fair value on the date of issuance, in stockholders’ equity in the condensed consolidated balance sheets, and the amount initially recorded is not subsequently remeasured at fair value.
Income taxes — The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
9
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 2. | Summary of Significant Accounting Policies (cont.) |
On July 4, 2025, the One Big Beautiful Bill Act
(“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the
restoration of
Business Combinations — The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred.
For acquisitions of assets that do not constitute a business, any assets and liabilities acquired are recognized at their cost based upon their relative fair value of all asset and liabilities acquired.
Recently Accounting Pronouncements - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity discloses more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its financial statements.
| 3 | Property and Equipment |
Property and equipment are stated at cost less accumulated depreciation
and amortization and depreciated using the straight-line method over their useful lives.
| 2026 | 2025 | Estimated Life | ||||||||
| Computer equipment and software | $ | $ | ||||||||
| Equipment | ||||||||||
| Reserves | ||||||||||
| Furniture and fixtures | ||||||||||
| Land improvements | ||||||||||
| Vehicles and trailer | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| Property, plant and equipment, net | $ | $ | ||||||||
| * |
Included in property and equipment is $
Depreciation expense for the three months ended
March 31, 2026 and 2025 amounted to $
10
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 4. | Intangible Assets |
At March 31, 2026 and December 31, 2025 the Company’s intangible assets consisted of the following:
| 2026 | 2025 | |||||||
| Website costs | $ | $ | ||||||
| Trade name | ||||||||
| License agreement | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Amortization expense for the three months ended March 31, 2026 and
2025 amounted to $
The following table represents the total estimated amortization of intangible assets for the succeeding years:
| Estimated | ||||
| amortization | ||||
| For the year ending December 31: | expense | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 and thereafter | ||||
| $ | ||||
| 5. | Equity-based investments |
As of March 31, 2026, the Company’s investment
in Norman Berry amounted to $
| Balance sheet information: | 2026 | 2025 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Total assets | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| Members’ equity | $ | $ | ||||||
11
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 6. | Fair Value Measurements |
The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
The Company uses three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).
Transfer into and transfers out of the hierarchy
levels are recognized as if they had taken place at the end of the reporting period. There have been no changes in Level 1, Level 2, and
Level 3 and no changes in valuation. The fair value of the Company’s derivative liability was determined using significant unobservable
measures and therefore classified as Level 3 .
| Fair value measured as of March 31 2026 | ||||||||||||||||
| Total at March 31, | Quoted prices in active markets | Significant other observable inputs | Significant unobservable inputs | |||||||||||||
| 2026 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Liabilities: | ||||||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
| Fair value measured as of December 31 2025 | ||||||||||||||||
| Total at December 31, | Quoted prices in active markets | Significant other observable inputs | Significant unobservable inputs | |||||||||||||
| 2025 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Liabilities: | ||||||||||||||||
| Derivative liability | $ | $ | $ | $ | ||||||||||||
The table below shows the inputs used to determine the fair value of the derivative liability:
| March 31, 2026 | December 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Market discount rate | % | % | ||||||
| Term | ||||||||
| Expected volatility | % | % | ||||||
12
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 6. | Fair Value Measurements (cont.) |
The following table sets forth a summary of the change in the fair value of the derivative liability that are measured at fair value on a recurring basis for the three months ended March 31, 2026
| Balance, as of December 31, 2025 | $ | |||
| Payments made * | ( | ) | ||
| Change in fair value | ||||
| Loss on settlement | ||||
| Balance, as of March 31, 2026 | $ |
| * |
| 7. | Notes Payable and Notes Payable – Related Party |
The following outlines the Company’s Notes Payable and Notes Payable – Related Party. Any related party notes payable is noted as such.
LV Note
On April 3, 2024, LV Holding, entered into a Modification
and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to
During 2025, the Company entered into the Restructuring
Agreement and Loan Modification Agreement. In accordance with the Loan Modification Agreement, the new maturity date of the remaining
$
BCV
On November 10, 2025, the Company entered into
a new Loan Agreement (the “New BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV Renew Earth (“BCV
Renew Earth”), for up to $
13
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
1800 Diagonal
On April 29, 2025, the Company issued a promissory
note (the “Fifth 1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“1800 Diagonal”) in the principal
amount of $
On May 12, 2025, the Company issued a promissory
note (the “Sixth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $
On June 3, 2025, the Company issued a promissory
note (the “Seventh 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $
On August 11, 2025, the Company issued a promissory
note (the “Eighth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $
14
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
On December 15, 2025, the Company issued a promissory
note (the “Tenth 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $
Cedar
On March 13, 2025, the Company entered into a
Cash Advance Agreement (the “Fourth Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which
the Company sold to Cedar $
Resource Group Note – Related Party
On June 2, 2025, the Company entered into an
Amendment (the “Amendment”) to the Membership Interest Purchase Agreement, dated February 25, 2025, (the “Resource
Group MIPA”) with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members
of Resource Group (the “Equityholders”). The Amendment altered the consideration to be paid by the Company to the Equityholders
in connection with the purchase of
15
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
The Amendment also provides that, subject to
shareholder approval, that the Company will issue an aggregate of
Boot Capital
On December 15, 2025, the Company issued a promissory
note (the “Boot Capital Note”) in favor of Boot Capital LLC in the principal amount of $
Sixth Borough Partners
On October 8, 2025, the Company issued a promissory
note (the “Sixth Borough Note”) in favor of Sixth Borough Partners LLC in the principal amount of $
Peak One
On January 16, 2026, the Company entered into
a Securities Purchase Agreement, dated January 16, 2026 (the “Peak One Agreement”) with an institutional investor (the “Peak
Investor”), pursuant to which the Company received from the Peak Investor a debenture in the principal amount of $
16
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
Private Placement Notes
On February 12, 2026, the Company entered into
a securities purchase agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) for
the issuance and sale in a private placement transaction (the “Private Placement”) of Senior Convertible Notes (“Notes”)
in the principal amounts of $
The Private Placement closed on February 17, 2026
(the “Closing Date”). The net proceeds to the Company from the Private Placement were approximately $
The Notes mature 13 months from their date of
issuance (subject to extension under certain circumstances), bear interest at a rate of
The Notes are convertible, at the option of the
holder, at any time after the date of issuance, into that number of shares of Common Stock equal to the principal amount of the Notes,
plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Conversion Price of $
The Notes are redeemable by the Company at any
time, at the Company’s option, in whole or in part, at a redemption price equal to
The Notes contain customary events of default.
If an event of default occurs, from and after the occurrence, and during the continuance of, an such event of default, the interest rate
of the Notes shall automatically increase to
17
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
As of March 31, 2026 and December 31, 2025, notes payable consisted of the following:
| 2026 | 2025 | |||||||
| LV Note | $ | $ | ||||||
| 2nd Lien Note | ||||||||
| New BCV Loan Agreement | ||||||||
| Fifth 1800 Diagonal Note | ||||||||
| Sixth 1800 Diagonal Note | ||||||||
| Seventh 1800 Diagonal Note | ||||||||
| Eighth 1800 Diagonal Note | ||||||||
| Tenth 1800 Diagonal Note | ||||||||
| Cash Advance Agreement | ||||||||
| Boot Capital Note | ||||||||
| Sixth Borough Note | ||||||||
| Anson East Master Fund LP | ||||||||
| Anson Investment Master Fund LP | ||||||||
| Alto Opportunity Master Fund, SPC | ||||||||
| Member Note (related party) - $ | ||||||||
| Gail Baird Foundation – Mortgage note payable with an original principal amount of $ | ||||||||
| CCG Loan1 – Note payable with an original principal amount of $ | ||||||||
| CCG Loan2 – Note payable with an original principal amount of $ | ||||||||
| CCG Loan3 – Note payable with an original principal amount of $ | ||||||||
| CCG Loan4 – Note payable with an original principal amount of $ | ||||||||
18
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
| CCG Loan5 – Note payable with an original principal amount of $ | ||||||||
| John Deere Equipment – Note payable with an original principal amount of $ | ||||||||
| Loeb – Note payable with an original principal amount of $ | ||||||||
| Index Loan 2 (related party) – Note payable dated November 8, 2022 due on demand and interest rate of | ||||||||
| MCS (related party) – Note payable with an original principal amount of $ | ||||||||
| ZEI Seller Loan – Note payable with an original principal amount of $ | ||||||||
| Moorback 6600 STA – Note payable with an original principal amount of $ | ||||||||
| Blending Line STA – Note payable with an original principal amount of $ | ||||||||
| 911 Grapple Truck – Note payable with an original principal amount of $ | ||||||||
| Ford T350 – Note payable with an original principal amount of $ | ||||||||
| Allegiant Partners Incorporated - Note payable with an original principal amount of $ | ||||||||
| John Deere Equipment 2 - Note payable with an original principal amount of $ |
19
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
| John Deere Equipment 3 - Note payable with an original principal amount of $ | ||||||||
| John Deere Equipment 4 - Note payable with an original principal amount of $ | ||||||||
| John Deere Equipment 5 - Note payable with an original principal amount of $ | ||||||||
| First Insurance Funding – Note payable with an original principal amount of $181,423 dated January 1, 2026 with a maturity date of November 1, 2026, interest rate of 8.2% per annum, secured by underlying equipment and monthly payments of principal and interest. | ||||||||
| First Insurance Funding 2 – Note payable with an original principal amount of $ | ||||||||
| MCA2-Unique Funding Solutions - Cash advance agreement dated May 6, 2025 with a maturity date of | - | |||||||
| MCA3-CFG Merchant Solutions - Cash advance agreement dated June 20, 2025 with a maturity date of | ||||||||
| BMO Note payable – Note payable with an original principal amount of $ | ||||||||
| Huntington Note Payable – Note payable with an original amount of $ | ||||||||
| Xerox Copier Note Payable – Note payable with an original amount of $ | ||||||||
| PNC Equipment Finance – Note payable with an original amount of $ | ||||||||
| SMFL Note Payable – Note payable with an original amount of $ | ||||||||
| Verdant – Note payable with an original amount of $ | ||||||||
| MCA3-CFG Merchant Solutions - Cash advance agreement dated March 21, 2025 with a maturity date of | ||||||||
| MCA4 - Cedar Advance- Cash advance agreement dated June 16, 2025 with a maturity date of | ||||||||
| International HZ620 Loan - Note payable with an original principal amount of $ | ||||||||
| Total | ||||||||
| Less: debt discount and debt issuance costs | ( | ) | ( | ) | ||||
| Total debt | ||||||||
| Less: current maturities, net | ( | ) | ( | ) | ||||
| Long-term debt, net | $ | $ |
20
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 7. | Notes Payable and Notes Payable – Related Party (cont.) |
Scheduled maturities of notes payable is as follows for the succeeding years:
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Less: debt discount and debt issuance costs | ( | ) | ||
| Total debt | ||||
| Less: current maturities | ( | ) | ||
| Long-term debt, net | $ |
For the three months ended March 31, 2026 and
2025, the Company recognized amortization of debt issuance costs and debt discount of $
| 8. | Business Combination and Acquisition of Assets |
On June 2, 2025, the Company completed the acquisition
of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised
of (i) $
21
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 8. | Business Combination and Acquisition of Assets (cont.) |
The purchase consideration amounted to:
| Note payable | $ | |||
| Equity compensation | ||||
| $ |
The total equity compensation
was valued as follows: common stock at the closing price upon acquisition which amounted to $
The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the Resource Group Acquisition:
| Cash and cash equivalents | $ | |||
| Accounts receivable | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Land | ||||
| Property and equipment | ||||
| Intangible assets and goodwill | ||||
| Right of use assets | ||||
| Accounts payable and accrued expenses | ( | ) | ||
| Due to affiliates | ( | ) | ||
| Notes payable | ( | ) | ||
| Operating lease liabilities | ( | ) | ||
| Finance lease liabilities | ( | ) | ||
| $ |
The following unaudited pro forma consolidated results of operations for the three months ended March 31, 2025 assume the acquisition Resource Group was completed on January 1, 2024:
| For the Three Months Ended March 31, 2025 | ||||
| (Unaudited) | ||||
| Pro-forma total revenues | $ | |||
| Pro-forma net loss | $ | ( | ) |
22
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 9. | Net Loss Per Share |
Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive.
At March 31, 2026, there were
| 10. | Stockholder’s Equity |
As of March 31, 2026, the Company has
During the three months ended March 31, 2026 the
Company issued
During the three months ended March 31, 2026,
the Company issued
During the three months ended March
31, 2026, the Company forgave $
During the three months ended March 31, 2026,
the Company issued warrants in connection with debt issuances which had a value of $
October Private Placement Agreement
On October 16, 2025, the Company entered into
a securities purchase agreement (the “October Purchase Agreement”) with institutional investors (the “Purchasers”)
for the issuance and sale in a private placement transaction (the “October Private Placement”) of
During the three months ended March 31, 2026,
Additionally, the Company recorded a derivative
liability associated with certain embedded features in the Series B Preferred Stock. These instruments were classified as liabilities
at fair value in accordance with ASC 815 due to their settlement provisions and other contractual terms. See below for a description
of the terms of the Series B Preferred Stock. The Company measured its bifurcated embedded derivative liability at fair value on a recurring
basis using level 3 inputs. These financial instruments are measured using management’s best estimate of fair value, where the
inputs into the determination of fair value require significant management judgment to estimation. The derivative liability was measured
using a Monte Carlo valuation model. Valuations based on unobservable inputs are highly subjective and require significant judgments.
Changes in such judgments could have a material impact on fair value estimates. The initial amount of the derivative liability amounted
to $
23
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 10. | Stockholder’s Equity (cont.) |
Preferred Shares
Series A – During the three months
ended March 31, 2026,
Series B - As of March 31, 2026, the Company
has
24
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 10. | Stockholder’s Equity (cont.) |
Upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder shall be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Non-Voting Convertible Preferred Stock if such shares had been converted to Common Stock immediately prior to such liquidation (without giving effect for such purposes to the Beneficial Ownership Limitation are set forth subject to the preferential rights of holders of any class or series of Capital Stock of the Company specifically ranking by its terms senior to the Series B Non-Voting Convertible Preferred Stock as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily.
Except as otherwise provided herein or as otherwise required by the law, the Series B Non-Voting Convertible Preferred Stock shall have no voting rights. However, as long as any shares of Series B Non-Voting Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Non-Voting Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Non-Voting Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series B Non-Voting Convertible Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Non-Voting Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.
On the Mandatory Conversion Date, which is the
five year anniversary of the issuance date, all outstanding shares of Series B Non-Voting Convertible Preferred Stock and, to the extent
that the Company elects to pay dividends in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, all
accrued but unpaid dividends thereon through and including the Mandatory Conversion Date shall be automatically converted into shares
of Common Stock at the Conversion Price of $
Each share of Series B Non-Voting Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Issuance Date through the Mandatory Conversion Date, at the option of the Holder thereof, into a number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) equal to the sum of (A) the quotient of (i) the aggregate Stated Value of those shares being converted, divided by (ii) the Conversion Price, plus (B) to the extent that the Corporation elects to pay the Dividend Share Amount Payment and Make-Whole Payment pursuant to Section 3 hereof in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, the quotient of (X) the sum of all accrued but unpaid dividends thereon plus the Make-Whole Payment, divided by (Y) the Dividend Conversion Price. Holders shall effect conversions by providing the Corporation with the form of Notice of Conversion.
25
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 10. | Stockholder’s Equity (cont.) |
Warrants
In conjunction with the issuance of debentures
issued in February and March 2024 to Peak One Opportunity Fund, L.P (“Peak One”), the Company issued warrants to purchase
an aggregate of
| Risk-free interest rate | % | |||
| Contractual term | ||||
| Dividend yield | % | |||
| Expected volatility | % |
In conjunction with the issuance of additional
debentures issued to Peak One in April and May 2024, the Company issued warrants to purchase an aggregate of
| Risk-free interest rate | % | ||||
| Contractual term | |||||
| Dividend yield | % | ||||
| Expected volatility | % |
In conjunction with the issuance of First Closing
Arena Debentures in August 2024, the Company issued warrants to purchase an aggregate of
| Risk-free interest rate | % | |||
| Contractual term | ||||
| Dividend yield | % | |||
| Expected volatility | % |
26
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 10. | Stockholder’s Equity (cont.) |
In conjunction with the issuance of Second Closing
Debentures in October 2024, the Company issued warrants to purchase an aggregate of
| Risk-free interest rate | % | |||
| Contractual term | ||||
| Dividend yield | % | |||
| Expected volatility | % |
In conjunction with the issuance of Third Closing
Debentures in April 2025, the Company issued warrants to purchase an aggregate of
| Risk-free interest rate | % | |||
| Contractual term | ||||
| Dividend yield | % | |||
| Expected volatility | % |
In conjunction with the October Private Placement,
the Company issued warrants to purchase an aggregate of
27
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 10. | Stockholder’s Equity (cont.) |
In conjunction with the February Purchase Agreement,
the Company issued warrants to purchase an aggregate of
| Risk-free interest rate | % | |||
| Contractual term | ||||
| Dividend yield | % | |||
| Expected volatility | % |
Warrant activity for the three months ended March 31, 2026 are summarized as follows:
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Number of | Exercise | Term | Intrinsic | |||||||||||||
| Warrants | Warrants | Price | (Years) | Value | ||||||||||||
| Outstanding and exercisable - January 1, 2026 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Outstanding and exercisable - March 31, 2026 | $ | $ | ||||||||||||||
| 11. | Share-based Compensation |
On
February 28, 2023, the Company’s Board of Directors approved the issuance of up to
28
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 12. | Leases |
The Company leases various
equipment under non-cancellable operating lease agreements. The leases have remaining lease terms ranging from approximately
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | March 31, 2026 | |||||
| Operating Leases | ||||||
| Right-of-use assets | $ | |||||
| Current liabilities | ||||||
| Non-current liabilities | ||||||
| Total operating lease liabilities | $ | |||||
| Weighted Average Remaining Lease Term | ||||||
| Operating leases | ||||||
| Weighted Average Discount Rate | ||||||
| Operating leases | % | |||||
The Company also leases various equipment under non-cancellable lease agreements, which have been determined to be finance leases. The leases have remaining lease terms ranging from approximately one year to six years.
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | March 31, 2026 | |||||
| Finance Leases | ||||||
| Right-of-use assets (included in property and equipment) | $ | |||||
| Current liabilities | ||||||
| Non-current liabilities | ||||||
| Total finance lease liabilities | $ | |||||
| Weighted Average Remaining Lease Term | ||||||
| Finance leases | ||||||
| Weighted Average Discount Rate | ||||||
| Finance leases | % | |||||
As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.
29
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 12. | Leases (cont.) |
Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancellable leases, are as follows:
| Operating | ||||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
| 13. | Related Party Transactions |
As of March 31, 2026
and December 31, 2025, the Company had $
As of March 31, 2026
and December 31, 2025, the Company had $
As disclosed in Note
8, the Company had notes payable to related parties of $
The Company incurred consulting fees from Marc Brune, father of Nicolai
Brune, Chief Financial Officer, in the amount of $
As part of the acquisition of Resource Group,
the Company acquired an intangible asset in the amount of $
30
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 14. | Commitments and Contingencies |
At times the Company may be subject to certain claims and lawsuits arising in the normal course of business. The Company will assess liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company will record a liability in our condensed consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company will not record an accrual, consistent with applicable accounting guidance. The Company is not currently involved in any material legal proceedings.
| 15. | Segment Reporting |
The Company’s , determined that
the Company organized its operations into
| Real Estate Development | Technology | Compost Sales | Logistics | Consolidated | ||||||||||||||||
| Three Months Ended March 31, 2026 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Payroll and related expenses | ||||||||||||||||||||
| Professional and consulting fees | ||||||||||||||||||||
| Other operating expenses | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||
31
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 15. | Segment Reporting (cont.) |
| Real Estate Development | Technology | Compost Sales | Logistics | Consolidated | ||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Payroll and related expenses | ||||||||||||||||||||
| Professional and consulting fees | ||||||||||||||||||||
| Other operating expenses | ||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other income (expense) | ( | ) | ( | ) | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||
| Total assets | $ | $ | $ | $ | $ | |||||||||||||||
| 16. | Subsequent Events |
April 2026 Consent and Waiver Agreement
On April 8 and April 9, 2026, the Company entered
into a consent and waiver agreement with each of the institutional investors that purchased Senior Convertible Notes and Warrants in the
February 2026 Private Placement. Pursuant to the consent and waiver agreement, the investors agreed to (i) extend the deadline by which
the Company must file a proxy statement with the Securities and Exchange Commission to obtain Stockholder Approval of the exercise of
the Second Warrants from
Nasdaq Compliance
On April 10, 2026, the Company received written
notice from Nasdaq that, for the
32
RenX Enterprises Corp.
Notes to Financial Statements
For the Three Months Ended March 31, 2026 and 2025
| 16. | Subsequent Events (cont.) |
April 2026 Private Placement
On April 30, 2026, the Company entered into a
securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors (the “April
2026 Purchasers”) related to a tranched private placement transaction (the “April 2026 Private Placement”) of Senior
Convertible Notes (“April 2026 Notes”) and warrants (“April 2026 Warrants”) to purchase shares of Common Stock
as more particularly set forth below. Pursuant to the April 2026 Purchase Agreement, we (i) issued and sold to the purchasers, at the
initial closing on May 4, 2026 (the “Initial Closing”), April 2026 Notes in the aggregate principal amount of $
The Initial Closing of the April 2026 Private Placement occurred on May 4, 2026 (the “Initial Closing Date”). The net proceeds to us from the Initial Closing of the April 2026 Private Placement were approximately $5.7 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by us. The Second Closing shall occur promptly after effectiveness of the Initial April 2026 Registration Statement registering the Initial April 2026 Conversion Shares and the Second April 2026 Conversion Shares, in each case calculated based on the Initial April 2026 Conversion Price, and the Initial April 2026 Warrant Shares and the Second April 2026 Warrant Shares. The net proceeds to us from the Second Closing of the April 2026 Private Placement are expected to be approximately $6.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that will be payable by us. Pursuant to the Purchase Agreement, we agreed to use the net proceeds from the April 2026 Private Placement, following the Second Closing, for the repayment of February 2026 Notes, in an amount equal to 110% of the outstanding aggregate principal amount of such February 2026 Notes. Subject to the satisfaction of certain closing conditions, including the mutual agreement of the purchasers and us, Additional Closings for an aggregate of up to $87,000,000 may occur from time to time after the Second Closing. There can be no assurance that any Additional Closings will occur.
The Initial April 2026 Notes, without taking into account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of 2,176,168 shares of Common Stock at the Initial April 2026 Conversion Price, which is equal to the Minimum Price (as defined in the rules of The Nasdaq Capital Market) (the “Nasdaq Minimum Price”) at the time of the signing of the April 2026 Purchase Agreement plus $0.225. Assuming that the Initial April 2026 Notes accrue interest at 10% for a period of 12 months, the Initial April 2026 Notes would be convertible into an aggregate of 2,393,784 shares of Common Stock, based on the Initial April 2026 Conversion Price. The Initial April 2026 Warrants have a term of six years from the date of issuance and are exercisable at a price of $2.67 per share of Common Stock (the “April 2026 Exercise Price”). The Second April 2026 Notes shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of 2,314,336 shares of Common Stock at the Initial April 2026 Conversion Price. Assuming that the Second April 2026 Notes accrue interest at 10% for a period of 12 months, the Second April 2026 Notes would be convertible into an aggregate of 2,545,770 shares of Common Stock, based on the Initial April 2026 Conversion Price. The Second April 2026 Warrants will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price. The Additional April 2026 Notes, if any, shall have the same terms as the Initial April 2026 Notes, and, without taking into account any accrued and unpaid interest, will be initially convertible, at the option of the holder, into an aggregate of up to 30,051,816 shares. Assuming that all Additional April 2026 Notes are issued and sold and that such Additional April 2026 Notes accrue interest at 10% for a period of 12 months, the Additional April 2026 Notes would be convertible into an aggregate of 33,056,996 shares of Common Stock, based on the Initial April 2026 Conversion Price. The Additional April 2026 Warrants, if any, will have a term of six years from the date of issuance and will be exercisable at the April 2026 Exercise Price.
33
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Introduction and Certain Cautionary Statements
As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to the “Company,” “RENX,” “we,” “us,” and “our” refer to RenX Enterprises Corp. and its subsidiaries. The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and schedules included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements for the year ended December 31, 2025 and 2024 and the accompanying notes, which are included in our Annual Report for the year ended December 31, 2025 filed with the Securities and Exchange Commission on April 1, 2026 (the “2025 10-K”). This discussion, particularly information with respect to our future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q and the 2025 10-K for a discussion for important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements contained in this Quarterly Report on Form 10-Q may use forward-looking terminology, such as “anticipates,” “believes,” “could,” “would,” “estimates,” “may,” “might,” “plan,” “expect,” “intend,” “should,” “will,” or other variations on these terms or their negatives. All statements other than statements of historical facts are statements that could potentially be forward-looking. We caution that forward-looking statements involve risks and uncertainties, and actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate or prediction is realized. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, those discussed in the section titled “Risk Factors” included under Part II, Item 1A below and those discussed in the section titled “Risk Factors” included under Part I, Item 1A in the 2025 Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.
Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans of ours will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake to update any forward-looking statement that may be made from time to time on our behalf.
Overview
We are a Delaware corporation, formed in 2021 under the name SGB Development Corp., originally to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From our inception through 2023, our operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.
In 2023 and early 2024, we expanded our strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. Due to our shift in focus described below, we are no longer pursuing real estate related AI activities. We also announced plans to monetize our real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested in our current operations.
34
In June 2025, we completed our acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in our core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Through our subsidiary, Zimmer Equipment Inc. (“ZEI”), we provide comprehensive waste logistics and collection services for our own products as well as for products of third parties through ZEI’s owned fleet of high-capacity transportation equipment and third-party contractors engaged by us. ZEI offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works with ZEI to streamline operations by internalizing certain transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency.
In addition to our organics processing and logistics operations, we are in the process of implementing the Microtec UTM 1200 Turbo Mill system at our Myakka City facility. The UTM 1200 is a high-efficiency milling and processing technology designed to enhance the throughput and output quality of our existing organics processing operations, including the production of engineered soils and mulch products. Phase 1 deployment is targeted for 2026 and is expected to meaningfully expand processing capacity at Myakka City. There can be no assurance that the UTM 1200 system will be deployed on the anticipated timeline or that it will perform as expected upon installation.
We currently operate in three segments: compost sales, logistics, and real estate development. For the quarter ended March 31, 2026, we operated in three segments and generated $3,958,124 in revenue, of which approximately $3,010,162 was generated from our logistics business and $947,962 was generated from our compost sales business. While our logistics business operated by our subsidiary, ZEI, and our compost sales business operated by our subsidiary, Resource Group, are expected to serve as our primary operational focuses going forward, we also currently intend to continue to try to monetize our legacy real estate assets and joint venture interests.
Recent Developments.
December 2025 Resource Group Equipment Financing
Effective December 30, 2025, our wholly owned subsidiary Resource Group LLC entered into two Negotiable Promissory Notes and Security Agreements with Commercial Credit Group in the original principal amounts of $1,507,658 and $1,047,528, respectively, to finance the acquisition of a Komptech Crambo shredder and a Diamond Z horizontal grinder. The notes are secured by substantially all of the assets of Resource Group LLC and are payable over 48 monthly installments following an initial installment on December 30, 2025.
The First Note is payable as follows: the first installment of $265,266 was due on December 30, 2025 followed by 48 monthly installments of $25,879. The Second Note is payable as follows: the first installment of $195,000 was due on December 30,2025 followed by 48 monthly installments of $17,761. The Notes are secured by all the assets of Resource Group of whatever nature and kind, wherever located, in which Resource Group at the time the Notes were issued or thereafter should have any right or interest (the “Collateral”). Upon a default by Resource Group (as defined in the Notes), which includes, among other things, the failure to make any payment under the Notes on the date on which such payment is due, the failure by Resource Group to perform any other obligation under the Notes, the lender at any time deeming the security afforded by the Notes unsafe, inadequate or at any risk or any of the Collateral in danger of misuse, concealment or misappropriation, the affairs of Resource Group so evolve such that, in the lender’s sole discretion, the lender becomes insecure as to the performance of the Notes, Resource Group shall incur, create, assume, cause or suffer to exist any mortgage, trust, lien, security interest, pledge, hypothecation, other encumbrance (other than the lender’s interest), or attachment or execution of any kind whatsoever upon, affecting or with respect to the Collateral or any of the lender’s interests under the Notes, Resource Group shall sell, pledge, assign, rent, lease, lend, destroy or otherwise transfer or dispose of any Collateral or Resource Group fails to obtain or maintain insurance on the Collateral satisfactory to the lender in its sole discretion, the rate of interest under the Notes will automatically increase to the maximum lawful rate permitted by law not to exceed eighteen percent (18.0%) per annum, Resource Group is to immediately deliver possession of the Collateral to the lender, and the lender, without demand or notice, may, among other things, at its option accelerate the maturity of and declare the entire indebtedness under the Notes immediately due and payable and take possession of and sell all or part of the Collateral.
January 2026 Lago Vista Restructuring
On January 6, 2026, our wholly owned subsidiary LV Peninsula Holding, LLC (“LV Peninsula”), and our wholly owned subsidiary Norman Berry II Owners, LLC (“Norman Berry”), entered into a Restructuring and Collateral Agreement (the “Restructuring Agreement”) with an institutional investor relating to the approximately $7.0 million outstanding promissory note issued by LV Peninsula and secured by our Lake Travis project site in Lago Vista, Texas (the “Lago Vista Property”). Pursuant to the Restructuring Agreement, LV Peninsula delivered a Deed in Lieu of Foreclosure conveying title to the Lago Vista Property to the lender in exchange for the lender’s conditional extinguishment of $5.0 million of the outstanding note, subject to the terms of the Restructuring Agreement; LV Peninsula issued a $5.0 million conditional promissory note that springs into effect on specified terms if the project is not substantially completed within 24 months; and we pledged our 50% membership interest in Norman Berry as collateral. Upon sale of the Lago Vista Property by the lender, we are entitled to receive 70% of any net sale proceeds above $5.0 million, subject to the terms of the Restructuring Agreement.
35
Nasdaq Minimum Bid Price Deficiency
On January 26, 2026, we received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that for the preceding 30 consecutive business days our Common Stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2). The notice had no immediate effect on the listing or trading of our Common Stock. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were granted 180 calendar days, or until July 27, 2026, to regain compliance. On April 10, 2026, we received written notice from the Nasdaq Listing Qualifications staff notifying us that we had regained compliance with Nasdaq Listing Rule 5550(a)(2).
February 2026 Private Placement
On February 12, 2026, we entered into a securities purchase agreement (the “February 2026 Purchase Agreement”) with certain institutional investors (the “February 2026 Purchasers”) for the issuance and sale in a private placement transaction (the “February 2026 Private Placement”) of Senior Convertible Notes (“February 2026 Notes”) in the aggregate principal amount of $6,042,985.39. The February 2026 Notes bear interest at a rate of 12% per annum, mature 13 months from the date of issuance, are payable in ten monthly installments in an amount equal to 110% of (i) 1/10th of the principal of the February 2026 Notes (ii) plus accrued interest, with the first installment due and payable on the earlier of 180 days from the closing date of the February 2026 Private Placement or 90 days following the date that the registration statement registering the Common Stock to be issued upon conversion of the February 2026 Notes and upon exercise of the February 2026 Warrants (as defined below) is declared effective by the SEC. Without taking into account any accrued and unpaid interest, the February 2026 Notes were initially convertible, at the option of the holder, into an aggregate of 21,505,287 shares of Common Stock (1,075,264 as adjusted for the Reserve Stock Split) at a conversion price of $0.281 per share ($5.62 as adjusted for the Reserve Stock Split). In connection with the February 2026 Private Placement, we also issued the February 2026 Purchasers warrants (collectively, the “February 2026 Warrants”) to purchase an aggregate of 38,751,991 shares of Common Stock (1,937,600 as adjusted for the Reserve Stock Split), of which (i) Warrants to purchase 21,505,287 shares of Common Stock (1,075,264 as adjusted for the Reserve Stock Split) (the “First February Warrants”) were exercisable immediately upon issuance and (ii) Warrants to purchase 17,246,704 shares of Common Stock (862,335 as adjusted for the Reserve Stock Split) (the “Second February Warrants) cannot be exercised unless and until stockholder approval of their exercise (the “Stockholder Approval”)is obtained. The First February Warrants have a term of six years from the date of issuance and are exercisable at a price of $0.15594 per share of Common Stock ($3.1188 as adjusted for the Reserve Stock Split), and the Second February Warrants have a term of six years from the date that Stockholder Approval is obtained and will be exercisable at a price of $0.15594 per share of Common Stock ($3.1188 as adjusted for the Reserve Stock Split). On [May 10], 2026, we filed a definitive proxy statement that includes a proposal seeking Stockholder Approval.
The February 2026 Private Placement closed on February 17, 2026, and we received net proceeds of approximately $5.4 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by us and excluding any deductions for make whole payments made to certain of the February 2026 Purchasers.
March 2026 Reverse Stock Split
On March 25, 2026, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of our Common Stock (the “Reverse Stock Split”), which became effective at 12:01 a.m. Eastern Time on March 26, 2026. Our Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market on March 26, 2026 under a new CUSIP number 78637J 402. The Reverse Stock Split reduced the number of our outstanding shares of Common Stock from approximately 50,000,000 shares to approximately 2,507,537 shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of our outstanding equity awards and warrants, as well as the applicable exercise and conversion prices. Except as otherwise indicated, all share and per share amounts in this Quarterly Report on Form 10-Q have been retroactively adjusted to give effect to the Reverse Stock Split.
36
April 2026 Private Placement
On April 30, 2026, we entered into a securities purchase agreement (the “April 2026 Purchase Agreement”) with certain institutional investors (the “April 2026 Purchasers”) related to a tranched private placement transaction (the “April 2026 Private Placement”) of Senior Convertible Notes (“April 2026 Notes”) and warrants (“April 2026 Warrants”) to purchase shares of Common Stock as more particularly set forth below. Pursuant to the April 2026 Purchase Agreement, we (i) issued and sold to the purchasers, at the initial closing on May 4, 2026 (the “Initial Closing”), April 2026 Notes in the aggregate principal amount of $6,300,000 (the “Initial April 2026 Notes”) and warrants (the “Initial April 2026 Warrants”) to purchase an aggregate of 3,917,099 shares of Common Stock (which is equal to 180% of the face value of the Initial April 2026 Notes divided by $2.895 (the “Initial April 2026 Conversion Price”)), (ii) agreed to issue and sell to the purchasers, at a second closing (the “Second Closing”), April 2026 Notes in the aggregate principal amount of $6,700,000 (the “Second April 2026 Notes”) and Warrants (the “Second April 2026 Warrants”) to purchase an aggregate of 4,165,805 shares of Common Stock (which is equal to 180% of the face value of the Second April 2026 Notes divided by the Initial April 2026 Conversion Price), such issuance to occur promptly after effectiveness of a registration statement (the “Initial April 2026 Registration Statement”) registering the shares of Common Stock issuable upon conversion of the Initial April 2026 Notes (the “Initial April 2026 Conversion Shares”) and the Second April 2026 Notes (the “Second April 2026 Conversion Shares”), in each case calculated based on the Initial April 2026 Conversion Price, and the shares of Common Stock issuable upon exercise of the Initial April 2026 Warrants (the “Initial April 2026 Warrant Shares”) and the Second April 2026 Warrants (the “Second April 2026 Warrant Shares”); and (iii) agreed to sell and issue to the purchasers additional April 2026 Notes in the aggregate principal amount of up to $87,000,000 (the “Additional April 2026 Notes”) and Warrants (the “Additional April 2026 Warrants”) to purchase an aggregate of 54,093,267 shares of Common Stock (which is equal to 180% of the principal amount of the Additional April 2026 Notes that are issued, divided by the Initial April 2026 Conversion Price (the “Additional April 2026 Warrant Shares”)), such issuances of Additional April 2026 Notes and Additional April 2026 Warrants to be at additional closings (each, an “Additional Closing”) from time to time as determined by the purchasers and us, subject to mutual consent to such sales and issuances and certain conditions being met.
The Initial Closing of the April 2026 Private
Placement occurred on May 4, 2026 (the “Initial Closing Date”). The net proceeds to us from the Initial Closing of the April
2026 Private Placement were approximately $
The Initial April 2026 Notes, without taking into
account any accrued and unpaid interest, are initially convertible, at the option of the holder, into an aggregate of
37
Results of Operations for the Three Months Ended March 31, 2026 and Three Months Ended March 31, 2025
The following table sets forth, for the periods indicated, the dollar value represented by certain items in our Statements of Operations:
| For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | |||||||
| Revenues | $ | 3,958,124 | $ | 18,170 | ||||
| Cost of revenue | 2,625,668 | 11,800 | ||||||
| Total payroll and related expenses | 1,053,960 | 451,451 | ||||||
| Total general and administrative expenses | 1,421,421 | 564,506 | ||||||
| Total professional and consulting fees | 1,086,275 | 170,614 | ||||||
| Total marketing and business development expenses | 539,727 | 83,661 | ||||||
| Operating loss | $ | (2,768,927 | ) | (1,263,862 | ) | |||
| Interest expense | (1,331,744 | ) | (954,648 | ) | ||||
| Change in fair value of derivative liability | (1,268,162 | ) | - | |||||
| Loss on settlement of derivative liability | (3,881,922 | ) | - | |||||
| Interest income | - | 23,688 | ||||||
| Loss on sale of equipment | (80,289 | ) | - | |||||
| Other income | 2,043 | 14,829 | ||||||
| Net loss | $ | (9,329,001 | ) | $ | (2,179,993 | ) | ||
Revenues
During the three months ended March 31, 2026, we generated revenues of $3,958,124 primarily from the sale of materials, including compost, engineered soils, and mulch, as well as from the collection, processing, and disposal of organic and construction-related waste. Revenues also included proceeds from converting a portion of collected waste into saleable materials. For the three months ended March 31, 2025, we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $18,170. This increase of $3,939,954 resulted from the acquisition of Resource Group during 2025.
Cost of Revenues
Cost of revenue for the three months ended March 31, 2026, were $2,625,668 compared to $11,800 for the three months ended March 31, 2025. This increase of $2,613,868 in costs resulted primarily from additional revenues generated as a result from the acquisition of Resource Group. Gross profit for the three months ended March 31, 2026 was $1,332,456, representing a gross margin of approximately 34%.
Payroll and Related Expenses
Payroll and related expenses for the three months ended March 31, 2026 were $1,053,960 compared to $451,451 for the three months ended March 31, 2025. This increase of $602,509 in expenses resulted primarily from the acquisition of Resource Group, resulting in additional employees.
Marketing and Business Development Expenses
Marketing and business development expenses for three months ended March 31, 2026 were $539,727 compared to $83,661 for the three months ended March 31, 2025. This increase resulted from additional spending on marketing related activities during the three months ended March 31, 2026.
38
General And Administrative Expenses
General and administrative expenses for three months ended March 31, 2026 were $1,421,421 compared to $564,506 for the three months ended March 31, 2025. This increase of $856,915 resulted primarily from the increased cost from the acquisition of Resource Group
Professional and Consulting Fees
Professional and consulting fees for three months ended March 31, 2026 were $1,086,275 compared to $170,614 for the three months ended March 31, 2025. This increase of $915,661 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities.
Interest Expense
During the three months ended March 31, 2026 and 2025, we incurred $1,331,744 and $954,648 of interest expense. This increase of $377,096 resulted from an increase in the balance of our notes payable.
Change in fair value of derivative liability
During the three months ended March 31, 2026 and 2025, we incurred $1,268,162 and $0 of change in fair value. This increase of $1,268,162 resulted from a derivative liability balance during the three months ended March 31, 2026.
Loss on settlement of derivative liability
During the three months ended March 31, 2026 and 2025, we incurred $3,881,922 and $0 of loss on settlement. This increase of $3,881,922 resulted from the settlement of derivative liability balance during the three months ended March 31, 2026.
Interest Income
During the three months ended March 31, 2026 and 2025, we incurred $0 and $23,688 of interest income. This decrease of $23,688 resulted from a notes receivable balance during the three months ended March 31, 2025.
Income Tax Provision
A 100% valuation allowance was provided against the deferred tax asset consisting of available net operating loss carry forwards and, accordingly, no income tax benefit was provided.
Liquidity and Capital Resources
We have generated limited revenue and have incurred significant net losses in each year since inception. For the three months ended March 31, 2026, we incurred a net loss of $9,329,001 as compared to a net loss of $2,179,993 for the three months ended March 31, 2025. We expect to incur increasing losses in the future. As of March 31, 2026 and December 31, 2025, we had cash of $511,741 and $54,066, respectively. Since becoming a public company, we have funded our operations through note financings, project level financings, and the issuance of our equity and debt securities. See Part I, Item 1. Financial Statements; Note 7– Notes Payable and Notes Payable– Related Party and Note 16-Subsequent Events. We intend to continue to finance our operations and finance Resource Group’s expansion if needed from the proceeds of future financings, proceeds from the sale of properties, and future revenues from operations. As of the date of the filing of this Quarterly Report on Form 10-Q, we do not have any committed sources of financing other than the funding of the Second April 2026 Notes if the conditions to funding are met. Although the April 2026 Purchase Agreement provides for the funding of an additional $87,000,000, such funding is subject to the Purchasers’ discretion and our ability to meet certain conditions and there can be no assurance that we will be able to access such funding. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. There is no guarantee we will be successful in raising capital outside of our current sources. In addition, under the purchase agreements from our recent private placement offerings, we are subject to certain restrictive covenants that may make it difficult for us to procure additional financing. Our current cash is anticipated to be sufficient to fund operations through June 2027 . We expect that we will need additional future financing which may not be available on acceptable terms, if at all. These and other factors raise substantial doubt about our ability to continue as a going concern. The report of our independent registered public accounting firm includes an explanatory paragraph that our auditors have expressed substantial doubt that we will be able to continue as a going concern.
39
Financing Activities
The following table represents our financing activities during the three months ending March 31, 2026. See Note 8 to the financial statements included elsewhere in this Quarterly Report for additional information regarding our financing activities.
| Balance as of December 31, 2025 | Additions | Payments or Conversions | Balance as of March 31, 2026 | |||||||||||||
| LV Note | $ | 1,000,000 | $ | - | $ | - | $ | 1,000,000 | ||||||||
| 2nd Lien Note | 1,000,000 | - | - | 1,000,000 | ||||||||||||
| New BCV Loan Agreement | 2,000,000 | 1,020,000 | - | 3,020,000 | ||||||||||||
| 1800 Diagonal Notes | 478,610 | - | (315,042 | ) | 163,568 | |||||||||||
| Cedar Cash Advances | 427,000 | - | (45,000 | ) | 382,000 | |||||||||||
| Boot Capital | 87,750 | - | (40,818 | ) | 46,932 | |||||||||||
| Sixth Borough | 250,000 | - | - | 250,000 | ||||||||||||
| Member Note | 480,000 | - | - | 480,000 | ||||||||||||
| Peak One | - | 310,000 | (310,000 | ) | - | |||||||||||
| Anson East Master Fund LP | - | 1,275,000 | - | 1,275,000 | ||||||||||||
| Anson Investment Master Fund LP | - | 3,825,000 | - | 3,825,000 | ||||||||||||
| Alto Opportunity Master Fund, SPC | - | 942,985 | 942,985 | |||||||||||||
| Acquisition Related Notes and Additional Equipment Loan and Cash Advances * | 15,788,293 | 820,240 | (1,032,588 | ) | 15,575,945 | |||||||||||
| $ | 21,511,653 | $ | 8,193,225 | $ | (1,743,448 | ) | $ | 27,961,430 | ||||||||
| * | Additions include notes payable amounts acquired in connection with the Resource Group acquisition, as well as additional financing needs of our Resource and ZEI activities. |
Cash Flow Summary
| For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (2,016,375 | ) | $ | (551,874 | ) | ||
| Investing activities | (529,675 | ) | (10,000 | ) | ||||
| Financing activities | 3,003,725 | 283,211 | ||||||
| Net change in cash and cash equivalents | $ | 457,675 | $ | (278,663 | ) | |||
Operating activities used net cash of $2,016,375 during the three months ended March 31, 2026, and used cash of $551,874 during the three months ended March 31, 2025. Cash used in operating activities increased by $1,464,501 due to an increase of net loss of $7,149,008, partially offset by a $5,150,084 increase in the change in fair value of derivative liabilities. Additional factors impacting operating cash flows included an increase in depreciation expense of $553,449, a decrease in amortization of debt issuance costs of $164,840, and a decrease in stock-based compensation of $88,500, as well as common stock issued for services of $119,608 in 2026 compared to no such issuance in 2025. Changes in operating assets and liabilities also contributed to the increase in cash used, including a $603,206 increase in accounts receivable, a $124,571 decrease in inventory, and a $110,013 decrease in prepaid assets and other current assets, partially offset by a $445,980 increase in accounts payable and accrued expenses and a $47,455 decrease in amounts due to affiliates.
Investing activities used net cash of $529,675 during the three months ended March 31, 2026, and $10,000 net cash during the three months ended March 31, 2025, which is an increase in cash used of $519,675. This change results from an increase in proceeds from sale of property and equipment of $25,000, decrease in intangible assets of $10,000, increase in the purchase of property and equipment of $533,375, an increase in additions to equity based investments $21,300.
Cash provided from financing activities was $3,003,725 during the three months ended March 31, 2026, which resulted from $728,009 debt issuance costs paid, increased by $8,193,226 proceeds from short-term note payable, $1,646,350 in repayments of short-term notes payable and $2,769,189 of cash payments on derivative liabilities. Cash provided from financing activities was $283,211 during the three months ended March 31, 2025, which resulted from $232,784 debt issuance costs paid, increased by $1,094,400 proceeds from short-term note payable, and $578,405 in repayments of short-term notes payable.
40
Off-Balance Sheet Arrangements
As of March 31, 2026 and December 31, 2025, we had no material off-balance sheet arrangements to which we are a party.
Critical Accounting Estimates
Our financial statements have been prepared using generally accepted accounting principles in the United States of America (“GAAP”). In connection with the preparation of the financial statements, we are required to make assumptions and estimates and apply judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends, and other factors that we believe to be relevant at the time the financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Our significant accounting policies are discussed in “Note 2— Summary of Significant Accounting Policies” of the notes to our financial statements for the three months ended March 31, 2026 and the year ended December 31, 2025 included elsewhere in this Form 10-Q. We believe that the following accounting policies are the most critical in fully understanding and evaluating our reported financial results.
Investment Entities — The Company obtained a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). The purpose of the investment in Norman Berry is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area. The Company has determined it is not the primary beneficiary of Norman Berry and thus will not consolidate the activities in its financial statements. The Company will use the equity method to report the activities as an investment in its condensed consolidated financial statements. As of March 31, 2026 the Company continued to hold a 50% interest in Norman Berry. The Norman Berry partnership recently obtained final city council and entitlement approval for the project. The next step involves completing the consolidation of the various lots into a single parcel, and the Company’s development team and surveyors are preparing the required documentation and submittals for city review and approval. Survey documents reflecting the approved M-I zoning designation are expected to be submitted to the city’s Planning Department for administrative review to obtain final parcel-map approval.
During the three months ended March 31, 2026 and 2025, Norman Berry did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of March 31, 2026 and December 31, 2025.
Property, plant and equipment — Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Repairs and maintenance are charged to expense when incurred. Included in property, plant and equipment, are recoverable reserves acquired in connection with the Resource acquisition described below. Such reserves represent the approximately 9 million tons of entitled sand reserves on the land obtained in connection with the Resource acquisition as well. The estimated amount was based on third-party engineering and appraisal reports. Cost depletion on these depletable reserves is based upon units-of-production.
Intangible assets — Intangible assets consist of $22,210 of website costs that will be amortized over 5 years, $5,458,400 of trade name that will be amortized over 15 years, and $6,368,100 of a license agreement that will be amortized over 10 years which is the life of the license.
Project Development Costs — Project development costs are stated at cost. At March 31, 2026 and December 31, 2025, the Company’s project development costs are expenses incurred related to development costs on various projects that are capitalized during the period the project is under development.
JOBS Act
The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to avail ourselves of the extended transition period for complying with new or revised financial accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, (b) in which we have total annual revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which generally means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.
41
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-1I). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures, as defined in Rule 13-15(e), were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
During the fiscal quarter ended March 31, 2026 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
42
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The information included in “Note 14 - Commitments and Contingencies” of our condensed consolidated financial statements included elsewhere in this Quarterly Report Form 10-Q is incorporated by reference into this Item.
ITEM 1A. Risk Factors
Except as set forth below, there have been no material changes in our risk factors from the risks previously reported in Part 1, Item 1A, “Risk Factors” of our 2025 10-K. You should carefully consider the factors discussed here and in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. The risks described here and in our 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
We have generated limited revenue and have incurred significant net losses in each year since inception. For the three months ended March 31, 2026, we incurred a net loss of $9,329,001 as compared to a net loss of $2,179,993 for the three months ended March 31, 2025. We expect to incur increasing losses in the future. We cannot offer any assurance as to our future financial results. Our inability to achieve profitability from our current operating plans or to raise capital to cover any potential shortfall would have a material adverse effect on our ability to meet our obligations as they become due. If we are not able to secure additional funding, if, and when needed, we would be forced to curtail our operations or take other action in order to continue to operate. These and other factors raise substantial doubt about our ability to continue as a going concern. If we are unable to meet our obligations and are forced to curtail or cease our business operations, our stockholders could suffer a complete loss of any investment made in our securities.
We will need to raise additional capital to support our long-term business plans and our failure to obtain funding when needed may force us to delay, reduce or eliminate our development plans.
During the three months ended March 31, 2026, our operating activities used net cash of $2,016,375 and as of March 31, 2026, our cash was $511,741. We have experienced significant losses since inception and have a significant accumulated deficit as of March 31, 2026 totaling $41,740,970. We expect to incur additional operating losses in the future and therefore expect our cumulative losses to increase. To date, we have not derived substantial revenue from the properties we own or have an interest in. We expect to potentially generate revenue through our growth of our compost and logistics businesses and sales of property, if any. There is uncertainty as to our ability to monetize our real estate properties or to generate sales proceeds. We expect our expenses to increase as operations increase from our compost and logistics businesses.
Although we have raised approximately $21.3 million from the sale of securities in the past twelve months, unless we generate significant revenue from our compost and logistics businesses, we believe we will need to raise additional capital to fund our business expansion plans and we cannot be certain that funding will be available to us on acceptable terms on a timely basis, or at all. To meet our financing needs, we are considering multiple alternatives, including, but not limited to, additional equity and debt financings. As of the date of the filing of this Quarterly Report on Form 10-Q, we do not have any committed sources of financing other than the funding of the Second April 2026 Notes if the conditions to funding are met. Although the April 2026 Purchase Agreement provides for the funding of an additional $87,000,000, such funding is subject to the Purchasers’ discretion and our ability to meet certain conditions and there can be no assurance that we will be able to access such funding. Our ability to raise capital through the sale of securities may be limited by our number of authorized shares of Common Stock and various rules of the SEC and Nasdaq that place limits on the number and dollar amount of securities that we may sell. Any additional sources of financing will likely involve the issuance of our equity or debt securities, which will have a dilutive effect on our stockholders, assuming we are able to sufficiently increase our authorized number of shares of Common Stock. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. Our current outstanding debentures prohibit us from engaging in certain types of financing while the debentures are outstanding. If we fail to raise additional funds on acceptable terms, we may be unable to complete planned development work.
43
On April 8 and April 9, 2026, we entered into a consent and waiver agreement extending certain deadlines under the February 2026 Purchase Agreement; our failure to meet the extended deadlines could result in additional covenant remedies or require further negotiation with the investors.
Pursuant to the consent and waiver agreement entered into with the investors in the February 2026 Private Placement on April 8 and April 9, 2026, we obtained extensions of the deadlines by which we must (i) file a proxy statement and hold a stockholder meeting to obtain Stockholder Approval of the exercise of the Second Warrants and (ii) cause the initial registration statement registering the resale of the shares of Common Stock issuable upon conversion and exercise of the notes and certain warrants to be declared effective by the Securities and Exchange Commission. If we are unable to satisfy the extended deadlines, we may be required to negotiate additional extensions, pay cash penalties, or suffer other adverse consequences under the transaction documents, which could adversely affect our financial condition, results of operations, liquidity, and the market price of our Common Stock.
Our processing and transportation operations depend on a fleet of specialized equipment financed through multiple lenders, and the unavailability of equipment or equipment financing could impair our operational capacity.
Our biomass recycling and logistics operations rely on a fleet of specialized processing equipment and transportation vehicles, including trommel screeners, grinders, shredders, and grapple trucks, a significant portion of which is financed through secured lending arrangements with third-party lenders. Effective December 30, 2025, our wholly owned subsidiary Resource Group LLC entered into two Negotiable Promissory Notes and Security Agreements with Commercial Credit Group in the aggregate original principal amount of approximately $2.55 million to finance the acquisition of a Komptech Crambo shredder and a Diamond Z horizontal grinder. These notes are secured by substantially all of the assets of Resource Group LLC. A default under any of our equipment financing arrangements, or our inability to obtain financing for additional equipment on commercially reasonable terms, could impair our operational capacity and adversely affect our business, financial condition, and results of operations.
Our legacy real estate monetization efforts are subject to significant execution risk, and we may not realize the anticipated proceeds from our legacy real estate portfolio.
We continue to pursue the monetization of our legacy real estate holdings, including through sales, joint ventures, and conveyances to secured creditors. On January 6, 2026, our wholly owned subsidiary LV Peninsula Holding, LLC delivered a Deed in Lieu of Foreclosure conveying title to our Lake Travis project site in Lago Vista, Texas, to an institutional lender in exchange for the conditional extinguishment of $5.0 million of outstanding secured debt. Although we retain the right to receive 70% of any net sale proceeds above $5.0 million upon the lender’s disposition of the Lago Vista property, and we may receive payment on a conditional $5.0 million promissory note issued by LV Peninsula in certain circumstances, there can be no assurance that any such proceeds or payments will be realized or that the amounts realized will be material. Additional risks affect our remaining legacy real estate holdings, including the Norman Berry Village joint venture in Atlanta, Georgia (as to which the first lien note held by us matured on March 11, 2025 and remains in default), our interest in JDI-Cumberland Inlet, LLC (which filed for bankruptcy protection in May 2025, and from which we have not received any proceeds as of the date of this Quarterly Report), the St. Mary’s Industrial Site (subject to a pending Agreement of Sale), and the McLean Mixed Use Site in Durant, Oklahoma (subject to a Lis Pendens filed by the Durant Industrial Authority). Any failure to monetize our legacy real estate holdings on commercially reasonable terms, or at all, could adversely affect our liquidity and financial position.
We are dependent on a limited number of customers and a limited number of commercial drivers, and the loss of key customers or drivers could adversely affect our business.
Our biomass recycling and logistics businesses currently serve a limited set of customers, including municipal entities, construction contractors, landscaping companies, and a multi-billion-dollar national waste management company. In addition, our logistics operations depend on a small number of licensed commercial drivers. The loss of any significant customer, or an inability to recruit, train, and retain qualified drivers, could materially impair our transportation capacity and revenues, adversely affect our margins, and require us to incur incremental costs to replace lost business or personnel.
44
We are subject to extensive federal, state, and local environmental laws and regulations, and changes in those laws and regulations may increase our operating costs or expose us to liability.
Our engineered soils, remediation, organics processing, and logistics operations involve the handling, transport, and processing of materials that are subject to federal, state, and local environmental laws and regulations, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act. Liability under such laws may be imposed on a strict, joint and several basis, and may be imposed even for contamination not caused by our own operations. Changes in environmental laws, regulations, or enforcement priorities including policies relating to landfill bans, organics diversion mandates, air quality, and water quality could impose additional costs and limitations on our operations and adversely affect our competitive position.
We face risks related to supply of organic feedstocks, vehicle and equipment supply chains, fuel costs, and material price volatility, any of which could adversely affect our margins.
Our operations rely on a consistent and cost-effective supply of organic feedstocks, amendments, vehicle fuel, and specialized equipment. Disruptions in the supply chain for any of these inputs, or sustained increases in fuel or input costs, could reduce our operating margins, impair our ability to fulfill customer orders, and adversely affect our business, financial condition, and results of operations.
Risks Related to Our Common Stock
The 1-for-20 Reverse Stock Split may not achieve its intended effect and may adversely affect the liquidity of our common stock.
On March 26, 2026, we effected the 1-for-20 Reverse Stock Split . The Reverse Stock Split reduced the number of our outstanding shares of Common Stock from approximately 50,000,000 to approximately 2,507,537. Although the Reverse Stock Split was effected to, among other things, raise the per-share trading price of our Common Stock to allow for continued listing on The Nasdaq Capital Market, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the per-share trading price of our Common Stock over the long term, that any resulting price level will be maintained, or that the Reverse Stock Split will not adversely affect the liquidity of our Common Stock. In addition, the reduction in the number of outstanding shares may decrease trading volume, increase price volatility, and adversely affect the market price of our Common Stock.
We remain subject to the other continued listing requirements of The Nasdaq Capital Market, one of which we currently are not in compliance with, and such noncompliance or any future failure to satisfy those requirements could result in the delisting of our Common Stock.
We are required to maintain stockholders’ equity in excess of $2,500,000. As of March 31, 2026, our stockholders’ equity was $1,235,728, which is below the $2,500,000 minimum stockholders’ equity standard set forth in Nasdaq Listing Rule 5550(b)(1). We anticipate that Nasdaq will provide us with a deficiency notice and opportunity to cure the deficiency. If we fail to satisfy the stockholder’s equity continued listing requirements and do not cure such deficiency within any cure period provided to us or fail to satisfy any other continued listing requirement, we may receive additional deficiency notices from Nasdaq, which could ultimately result in the delisting of our Common Stock. A delisting of our Common Stock would have an adverse effect on the liquidity and market price of our Common Stock and on our ability to raise additional capital in the public markets.
On January 26, 2026, we received notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the preceding 30 consecutive business days, the closing bid price of our Common Stock had not maintained the $1.00 minimum closing bid price required by Nasdaq Listing Rule 5550(a)(2). On April 10, 2026, we received notice from Nasdaq that, for the 10 consecutive business days from March 26, 2026 through April 9, 2026, the closing bid price of our Common Stock had been at or above $1.00 per share and, accordingly, we had regained compliance with Nasdaq Listing Rule 5550(a)(2), and that the matter was closed. Notwithstanding our regained compliance, as discussed above we remain subject to the other continued listing requirements of The Nasdaq Capital Market, including minimum stockholders’ equity, minimum market value of publicly held shares, and corporate governance requirements. If the trading price of our Common Stock declines below $1.00 per share for a sustained period, or if we fail to satisfy any other continued listing requirement, we may receive additional deficiency notices from Nasdaq, which could ultimately result in the delisting of our Common Stock. A delisting of our Common Stock would have an adverse effect on the liquidity and market price of our Common Stock and on our ability to raise additional capital in the public markets.
45
The conversion of our Senior Convertible Notes and the exercise of our outstanding warrants, preferred stock, and other convertible securities could result in substantial dilution to our stockholders.
As of March 31, 2026, we had outstanding Senior Convertible Notes (convertible into shares of our Common Stock at an initial conversion price of $5.62 per share, as adjusted for the Reverse Stock Split), First February Warrants (exercisable for shares of our Common Stock at an initial exercise price of $3.1188 per share, as adjusted for the Reverse Stock Split), Second February Warrants (exercisable subject to Stockholder Approval at an initial exercise price of $3.1188 per share, as adjusted for the Reverse Stock Split), Series B Non-Voting Convertible Preferred Stock, and various other warrants, options, and rights to acquire shares of our Common Stock. In addition, we issued the April 2026 Initial Notes and certain April 2026 Warrants and have agreed to issue the April 2026 Second Notes and certain of the April 2026 Warrants upon or promptly after the effective date of the registration statement that we are required to file in order to register the offer and resale of the shares of Common Stock issuable upon conversion of the April 2026 Initial Notes and the April 2026 Second Notes and exercise of the April 2026 Warrants. The conversion of the Senior Convertible Notes, the exercise of the First Warrants, Second Warrants, and other outstanding warrants, the conversion of the Series B Preferred Stock, the conversion of the April 2026 Notes and the exercise of the April 2026 Warrants and other convertible securities, could result in the issuance of a substantial number of additional shares of our Common Stock and in substantial dilution to our existing stockholders. Such issuances could also cause the market price of our Common Stock to decline. In addition, the April 2026 Purchase Agreement provides for the funding of an additional $87,000,000 and the issuance of additional notes and warrants upon such financing, subject to the Purchasers discretion and our ability to meet certain conditions, which issuances could also result in substantial dilution to our existing stockholders and also cause the market price of our Common Stock to decline.
We currently do not intend to pay dividends on our Common Stock; consequently, a stockholder’s ability to achieve a return on an investment in our Common Stock will depend on appreciation in the price of our Common Stock.
We have never declared or paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. The payment of dividends is restricted by the terms of the Senior Convertible Notes and the April 2026 Notes may be restricted by the terms of future financings. As a result, a stockholder’s ability to achieve a return on an investment in our Common Stock will depend on appreciation in the price of our Common Stock.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any equity securities during the quarter ended March 31, 2026, in transactions that were not registered under the Securities Act other than as previously disclosed in our filings with the SEC and as described below.
On February 3, 2026, we issued 17,500 restricted shares of our Common Stock to a consultant with a total value of $48,300 for services provided. On February 5, 2026, we issued 25,000 restricted shares of our Common Stock to a consultant with a total value of $70,500 for services provided. The consultants were sophisticated investors, received shares that had a restricted legend and had adequate access, though their relationship with the Company, to information about the Company. We believe that such transactions were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
During the first quarter of 2026, none of
our directors or executive officers
46
ITEM 6. Exhibits
EXHIBIT INDEX
47
48
| 32.1+ | Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2+ | Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS+ | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as the XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH+ | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL+ | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF+ | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB+ | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE+ | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Filed or furnished herewith. |
| ^ | Management contract or compensatory plan or arrangement |
| * | Exhibits and schedules have been omitted pursuant to Items 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission. |
49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 15, 2026 | RENX ENTERPRISES CORP. | |
| (Registrant) | ||
| By: | /s/ David Villarreal | |
| David Villarreal | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Nicolai Brune | |
| Nicolai Brune | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and | ||
| Principal Accounting Officer) | ||
50