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Form 8-K

sec.gov

8-K — RenX Enterprises Corp.

Accession: 0001213900-26-035974

Filed: 2026-03-30

Period: 2026-03-25

CIK: 0001959023

SIC: 4953 (REFUSE SYSTEMS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0283811-8k_renx.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENX ENTERPRISES CORP (ea028381101ex3-1.htm)

EX-99.1 — PRESS RELEASE DATED MARCH 24, 2026 (ea028381101ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 25, 2026

RENX ENTERPRISES CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-41581

87-1375590

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

100 Biscayne Blvd., #1201

Miami, FL 33132

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since

last report.)

Registrant’s telephone number, including

area code: 646-240-4235

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001‌

RENX

The Nasdaq Stock Market LLC‌

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.03. Material Modification to Rights

of Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated

by reference herein.

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On September 29, 2025, the stockholders of RenX

Enterprises Corp., a Delaware corporation (the “Company”), approved a proposal at the Company’s 2025 annual meeting

of stockholders (the “Annual Meeting”) to amend the Company’s Amended and Restated Certificate of Incorporation, as

amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s common stock, par value

$0.001 per share (the “Common Stock”), at a ratio between 1-for-5 to 1-for-20, with the ratio within such range to be determined

at the discretion of the Company’s Board of Directors (the “Board”), without reducing the authorized number of shares

of Common Stock. Following the Annual Meeting, the Board approved a final split ratio of 1-for-20 (the “Reverse Stock Split”).

Following such approval, on March 25, 2026, the Company filed an amendment to the Certificate of Incorporation (the “Amendment”)

with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, with a legally effective time of 12:01 a.m. Eastern

Time on March 26, 2026 (the “Effective Time”). The Common Stock began trading on a split-adjusted basis when the Nasdaq Capital

Market opened on March 26, 2026.

No fractional shares will be issued in connection

with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise be entitled to a fractional share of Common

Stock as a result of the reclassification and combination following the Effective Time of the Reverse Stock Split (after taking into account

all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s paying

agent, Equiniti Trust Company, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the

Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales

price of the Common Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.

The Reverse Stock Split will reduce the number

of outstanding shares of Common Stock from approximately 50 million shares to approximately 2.5 million shares. Proportional adjustments

will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards

and warrants, as well as the applicable exercise price.

After the Reverse Stock Split, the trading symbol

on the Nasdaq Capital Market for the Common Stock will continue to be “RENX.” The new CUSIP number for the Common Stock following

the Reverse Stock Split will be 78637J 402.

The description of the Amendment set forth above

does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto

as Exhibit 3.1 and is incorporated herein by reference.

1

Item 8.01. Other Events.

The primary purpose of the 1-for-20 Reverse Stock

Split is to raise the per-share trading price of the Common Stock to allow for its continued listing on the Nasdaq Capital Market, among

other benefits, including making the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital

Market requires, among other things, that for continued listing a company’s common stock maintain a minimum bid price of at least

$1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising

the bid price of the Common Stock for the required period.

In addition, on March 24, 2026, the Company issued

a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is attached

as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of RenX Enterprises Corp.

99.1

Press Release dated March 24, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

RENX ENTERPRISES CORP.

Dated: March 30, 2026

By:

/s/ Nicolai Brune

Name:

Nicolai Brune

Title:

Chief Financial Officer

3

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENX ENTERPRISES CORP

EX-3.1

Filename: ea028381101ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

RENX ENTERPRISES CORP.

(Pursuant to Section 242

of the

General Corporation Law of the State of Delaware)

RenX

Enterprises Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions

of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies as

follows:

1.

The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law setting

forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Restated

Certificate”), and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved

said proposed amendment in accordance with Section 242 of the General Corporation Law. The amendment amends the Restated Certificate

of the Corporation as follows:

Article IV,

Section (A) of the Restated Certificate is hereby amended to add the following paragraph immediately after the first paragraph of

Article IV, Section (A):

“Upon

this Certificate of Amendment to the Restated Certificate becoming effective pursuant to the General Corporation Law of the State of Delaware

(the “Effective Time”), the shares of the Corporation’s Common Stock, par value $0.001 per share, issued

and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation

immediately prior to the Effective Time shall be reclassified as and combined into a smaller number of shares such that every twenty

(20) shares of issued and outstanding Common Stock immediately prior to the Effective Time are automatically combined into one

(1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.001 per share (the “Reverse

Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof,

any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following

the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled

to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that

would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock

as reported on the Nasdaq Capital Market for the ten (10) days preceding the Effective Time.

Each

stock certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Common Stock that were issued

and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity

of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares

of Common Stock formerly represented by such certificate or book-entry position shall have been reclassified and combined (as well as

the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time).”

2.

This Certificate of Amendment shall be effective at 12:01 a.m. Eastern Time on March 26, 2026.

IN

WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation,

as amended, to be signed by its Chief Executive Officer this 25th day of March, 2026.

RENX ENTERPRISES CORP.

By

/s/ David Villarreal

Name:

David Villarreal

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED MARCH 24, 2026

EX-99.1

Filename: ea028381101ex99-1.htm · Sequence: 3

Exhibit 99.1

RenX Announces Reverse Stock

Split to Regain Compliance with Nasdaq’s Minimum Bid Price

MIAMI, March 24, 2026 /PRNewswire/ -- RenX

Enterprises Corp. “RenX” (NASDAQ: RENX), a technology-driven environmental processing and sustainable materials company,

today announced that it will effect a 1-for-20 reverse stock split (“reverse split”) of its common stock, par value $0.001

per share (“Common Stock”), that will become effective at 12:01 a.m. Eastern Time on March 26, 2026. The Company’s Common

Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RENX” and will begin trading

on a split-adjusted basis when the Nasdaq opens on March 26, 2026 (“Effective Time”). The new CUSIP number for the Common

Stock following the reverse split will be 78637J402.

At an annual meeting of stockholders held on September

29, 2025 (the “Annual Meeting”), the Company’s stockholders granted the Company’s Board of Directors the discretion

to effect a reverse split of the Company’s Common Stock at a ratio of not less than 1-for-5 and not more than 1-for-20, with such

ratio to be determined by the Company’s Board of Directors. Following the Annual Meeting, the final ratio of 1-for-20 was approved

by the Company’s Board. “We continue to make progress with our current business objectives, focused on producing value-added

compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end markets,” stated David Villarreal,

CEO of RenX. “Nevertheless, similar to other micro-cap companies, we have faced a challenging capital markets environment. We believe

this reverse split will allow us to regain compliance with Nasdaq’s minimum bid price requirement and to make our bid price more

attractive to a broader universe of investors. We remain highly encouraged by the outlook for the business and look forward to providing

updates on our progress.”

The 1-for-20 reverse split will proportionally

reduce the number of outstanding shares of Company Common Stock from approximately 50 million shares to approximately 2.5 million shares

and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments

will be made to the number of shares of RenX’s Common Stock issuable upon exercise or conversion of the Company’s outstanding

equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares

of RenX’s Common Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company. Stockholders whose

shares are held in brokerage accounts should direct any questions concerning the reverse split to their broker. All stockholders of record

may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC at 800-468-9716.

The reverse split is intended to bring the Company

into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market, and

to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital Market requires, among

other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

Any person who would otherwise be entitled to

a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into

account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to

the number of shares of the Common Stock held by such stockholder before the reverse split that would otherwise have been exchanged for

such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten

days preceding the Effective Time.

About RenX Enterprises Corp.

RenX Enterprises Corp. is a technology-driven

environmental processing and sustainable materials company focused on producing value-added compost, engineered soils, and specialty growing

media for agricultural, commercial, and consumer end markets. The Company’s platform is designed to be differentiated by its use

of advanced milling and material-processing technology, including a planned deployment of a licensed Microtec system, to precisely size,

refine, and condition organic inputs into consistent, high-performance soil substrates. This technology-enabled approach will allow RenX

to move beyond traditional waste-to-value operations and manufacture engineered growing media with repeatable quality and defined specifications.

RenX’s core operations are anchored by a

permitted 80+ acre organics processing facility in Myakka City, Florida. At this facility, the Company integrates organics processing,

advanced milling, blending, and in-house logistics to support the localized production of proprietary soil substrates and potting media.

The Company believes that by optimizing products for regional feedstocks and customer requirements, it can shorten supply chains, enhance

quality control, and improve unit economics while serving higher-value end markets. The Company also owns a portfolio of legacy real estate

assets, which it intends to monetize to fund its core technology-driven environmental processing platform.

Forward-Looking Statements

This press release may contain forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act

of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.

In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,”

“continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,”

“estimates,” and similar expressions, and include, among others, statements regarding the reverse split allowing the Company

to regain compliance with Nasdaq’s minimum bid price requirement, enabling the Company to attract a broader universe of investors,

the Company producing value-added compost, engineered soils, and specialty growing media for agricultural, commercial, and consumer end

markets; the planned deployment of a licensed Microtec system; RenX’s technology-enabled approach allowing it to move beyond traditional

waste-to-value operations and manufacture engineered growing media with repeatable quality and defined specifications; the Company’s

optimization of products for regional feedstocks and customer requirements shortening supply chains, enhancing quality control, and improving

unit economics while serving higher-value end markets; the Company’s ability to monetize its portfolio of legacy real estate assets;

the Company’s ability to fund its core technology-driven environmental processing platform. These forward-looking statements are

based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current

conditions, and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Important

factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability

to regain and maintain compliance with the Nasdaq’s minimum bid price; the Company’s ability to monetize its portfolio of

legacy real estate assets; the Company’s ability to fund its core technology-driven environmental processing platform; and other

factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its subsequent filings with the

Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak

only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company

undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof.

For Media and IR inquiries please contact:

info@renxent.com

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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