RenX Exchanges Debt for Preferred Stock in Deal with Executive

RenX Enterprises Corp. (Nasdaq: RENX) has entered into a definitive agreement to convert outstanding debt into equity, settling a promissory note with James D. Burnham through the issuance of Series D Convertible Preferred Stock. The company reported the transaction in an 8-K filing dated September 30, 2026, detailing the exchange of $1,446,774.32 in principal and accrued interest for new securities.

Under the terms of the exchange agreement, RenX issued 1,441 shares of a newly designated series of Series D Convertible Preferred Stock to Burnham. Each preferred share carries a par value of $0.001 and a stated value of $1,000.00. The debt was cancelled upon the issuance of these securities on September 30, 2026. Alongside the preferred shares, the company issued a warrant allowing the holder to purchase up to 124,438 shares of common stock at an initial exercise price of $2.895 per share.

Burnham currently serves as RenX's Director of Growth and M&A and previously held a seat on the company's board of directors. The agreement includes standard representations and warranties, as well as specific limitations on share issuance to maintain compliance with Nasdaq listing rules. If the company's common stock is delisted from Nasdaq for 30 or more consecutive trading days without relisting, Burnham may elect to exchange the preferred shares for an unsecured promissory note bearing 10% annual interest with a 24-month maturity.

The preferred stock is convertible at an initial price of $2.895 per share into 497,754 shares of common stock. This conversion price is subject to proportional adjustments for stock dividends and splits, with a floor price set at $1.50. The terms also include full-ratchet adjustments for dilutive issuances, provided such issuances are not exempted under the certificate of designation. If a dilutive issuance lowers the conversion price below the floor, the holder receives shares based on the floor price plus a cash true-up.

Dividends on the preferred stock accrue at an annual rate of 8% of the stated value, compounding quarterly. If dividends are not paid in cash, the accrual rate increases to 9% per annum. The company filed the certificate of designation for these shares with the Delaware Secretary of State on October 2, 2026.

Conversion of the preferred stock is subject to shareholder approval if required by Nasdaq rules and is capped by a beneficial ownership limitation. A holder cannot convert shares if doing so would result in beneficial ownership exceeding 4.99% of the total common stock issued and outstanding immediately after conversion. This limit can be adjusted upward to 19.99% upon 61 days' prior notice. If all preferred shares were to convert, including any adjustments to the conversion price down to the floor, RenX would issue up to 960,666 shares of common stock.