RenX Enterprises Corp.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
RENX$0.92+7.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110837
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057186
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 73 current paragraphs.
22 unchanged; 13 reworded; 38 added; 33 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 31 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
Introduction and Certain Cautionary Statements
Current report
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-Qwill 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.
Current report
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.
Current report
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.** **
Current report
December 2025 Resource Group Equipment Financing
Current report
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.
Current report
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.
Current report
January 2026 Lago Vista Restructuring
Current report
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.
Current report
Nasdaq Minimum Bid Price Deficiency
Current report
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).
Current report
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) 1/10 th 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.
Current report
March 2026 Reverse Stock Split
Current report
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.
Current report
April 2026 Private Placement
Current report
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.
Current report
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.
Current report
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 ofsix 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 ofsix 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 ofsix years from the date of issuance and will be exercisable at the April 2026 Exercise Price.
Current report
Revenues
Current report
Cost of Revenues
Current report
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%.
Current report
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.
Current report
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
Current report
Professional and Consulting Fees
Current report
Change in fair value of derivative liability
Current report
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.
Current report
Loss on settlement of derivative liability
Current report
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.
Current report
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.
Current report
Financing Activities
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
***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.
Current report
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.
Current report
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.
Removed paragraphs (33)
Previous report
The risks and uncertainties included here are not exhaustive or necessarily in order of importance. Other sections of this report and other reports we file with the SEC include additional factors that could affect our business and financial performance, including discussed in “Part II – Item 1A. Risk Factors” to this Quarterly Report on Form 10-Q as well as the Risk Factors set forth in our 2024 10-K and subsequent SEC filings. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Previous report
In addition, certain information presented below is based on unaudited financial information. There can be no assurance that there will be no changes to this information once audited financial information is available. As a result, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this report. We will not undertake to update any forward-looking statement herein or that may be made from time to time on behalf of us.
Previous report
While Resource Group is expected to serve as our primary operational focus going forward, we also currently intend to continue to optimize and operate our legacy real estate assets and joint venture interests. In connection with this dual-track strategy, we are evaluating the most efficient path to manage our property portfolio while supporting the growth and operational scale of Resource Group.
Previous report
July 2025 Equity Offering and Related Agreements
Previous report
On July 29, 2025, we entered into a Securities Purchase Agreement with two investors (the “July 2025 Purchase Agreement”) pursuant to which it sold 309,691 shares of common stock at $0.9094 per share, together with pre-funded warrants exercisable for 173,681 shares of common stock at an exercise price of $0.0001 per share, and five-year warrants to purchase 483,372 shares of common stock at $0.9094 per share. The warrants were sold at $0.125 per warrant, resulting in aggregate gross proceeds of approximately $560,422. Dawson James Securities, Inc. acted as financial adviser in connection with the offering and received 150,000 restricted shares of common stock and a $20,000 expense reimbursement.
Previous report
The July 2025 Purchase Agreement provided the investors with a 75-day right of first refusal to participate in any proposed sale of our equity or debt securities, subject to certain exceptions, and prohibited us during that period from entering into any transaction that could interfere with or substitute for a proposed $100 million private-placement financing (the “Treasury Opportunity”) to establish a cryptocurrency treasury reserve. The investors were required to present such an opportunity within three business days of signing, with Dawson James Securities, Inc. serving as exclusive placement agent. The agreement further established specific milestones for presenting, documenting, and consummating a Treasury Opportunity; if those milestones were not met (a “Treasury Opportunity Failure”), the investors’ right of first refusal and related restrictions expired.
Previous report
Concurrently, we entered into a consulting agreement with Bill Panagiotakopoulos, appointing him as executive consultant at an annual salary of $200,000 to assist in pursuing the Treasury Opportunity. The consulting agreement provided for automatic resignation upon the occurrence of a Treasury Opportunity Failure or if certain representations were found to be materially inaccurate. If a Treasury Opportunity were successfully consummated, Mr. Panagiotakopoulos would become Chief Executive Officer at a $200,000 annual salary and receive a restricted-stock award for 300,000 shares under the Company’s 2023 Incentive Compensation Plan, vesting 50% upon issuance and the remainder quarterly over eighteen months, subject to an amendment to increase the number of shares available under the plan.
Previous report
The July 2025 Purchase Agreement also contemplated that, following the completion of a Treasury Opportunity, we would seek, with the consent of Resource Group US Holdings LLC and its former equityholders, to unwind the transactions effected by the Membership Interest Purchase Agreement dated February 25, 2025 (as amended June 2, 2025), including cancellation of 1.5 million shares of non-voting Series A Convertible Preferred Stock previously issued to the Resource Group equityholders.
Previous report
In connection with the July 2025 Purchase Agreement, we entered into a forbearance agreement with the assignees of the Arena Debentures, under which the assignees agreed to forbear from exercising rights or remedies relating to certain defaults until sixty-one days after any Treasury Opportunity Failure. We retained a sixty-day period following any such failure to redeem or arrange the purchase of the outstanding Arena Debentures at 115% of principal. Unless and until a Treasury Opportunity Failure occurred, we were restricted from redeeming or arranging the purchase of the Arena Debentures.
Previous report
The use of proceeds from the July 2025 Purchase Agreement was designated as follows: $100,000 to reimburse deferred expenses incurred by the Company’s Chief Executive Officer, $200,000 to pay outstanding legal fees, and the remaining proceeds for working-capital purposes, subject to Mr. Panagiotakopoulos’s reasonable consent.
Previous report
Additionally, effective July 29, 2025, we entered into a waiver and consent with Arena Business Solutions Global SPC II, LTD, which waived certain rights under existing agreements to permit the offering pursuant to the July 2025 Purchase Agreement. In consideration for the waiver and consent, we issued a five-year pre-funded warrant exercisable for 100,000 shares of common stock at a nominal exercise price of $0.0001 per share.
Previous report
August 2025 Expiration of Right of First Refusal and Termination of Consulting Agreement
Previous report
On August 26, 2025, we provided written notice to the investors under the July 2025 Purchase Agreement that their right of first refusal to participate in any proposed sale of equity or debt securities had expired in accordance with its terms. The expiration occurred because the investors did not present a qualifying $100 million private placement financing (the “Treasury Opportunity”) within three business days of signing, no related letter of intent was received or executed, and no such transaction was consummated within the applicable 30-day period.
Previous report
As a result of the Treasury Opportunity failure, the consulting agreement between the Company and Bill Panagiotakopoulos, dated July 29, 2025, terminated pursuant to its terms, and Mr. Panagiotakopoulos’ resignation as our consultant became effective.
Previous report
Sales
Previous report
Payroll and related expenses for the three months ended September 30, 2025 were $1,038,146 compared to $521,305 for the three months ended September 30, 2024. This increase of $516,841 in expenses resulted primarily from increased payroll as a result of the June 2025 Resource Group acquisition.
Previous report
During the three months ended September 30, 2025 and 2024, we removed $62,325 and $0 of interest income. This derease of $62,294 due to the reversal of accrued interest on loans due to uncertainty of collectability during the three months ended September 30, 2025.
Previous report
Results of Operations for the Nine Months Ended September 30, 2025 and Nine Months Ended September 30, 2024
Previous report
Sales
Previous report
Payroll and Related Expenses
Previous report
Payroll and related expenses for the nine months ended September 30, 2025 were $2,175,571 compared to $3,133,037 for the nine ended September 30, 2024. This decrease of $957,466 in expenses resulted primarily from the recognition of vesting of restricted stock units during the nine months ended September 30, 2024.
Previous report
Marketing and Business Development Expenses
Previous report
Marketing and business development expenses for nine months ended September 30, 2025 were $407,105 compared to $374,031 for the nine months ended September 30, 2024. This increase of $33,074 in expenses resulted primarily from increased spend in marketing activities during 2025.
Previous report
General And Administrative Expenses
Previous report
General and administrative expenses for nine months ended September 30, 2025 were $4,382,785 compared to $1,461,531 for the nine months ended September 30, 2024. This increase of $2,921,254 resulted primarily from an increase in professional fees from various activities, impairment of our intangible asset, and additional expenses from the acquisition of Resource Group now being recognized.
Previous report
Bad Debt Expense
Previous report
Bad debt expense for the nine months ended September 30, 2025 was $3,025,000 compared to $0 for the nine months ended September 30, 2024. This increase of $3,025,000 resulted directly from the uncertainty of collectability of the Cumberland note receivable.
Previous report
Interest Expense
Previous report
Interest Income
Previous report
During the nine months ended September 30, 2025 and 2024, interest income decreased by $14,653 and $0 of interest income. This decrease is due to the reversal of accrued interest on loans due to uncertainty of collectability of the Cumberland note (?) for the nine months ended September 30, 2025.
Previous report
Operating activities used net cash of $188,060 during the nine months ended September 30, 2025, and used cash of $1,545,078 during the nine months ended September 30, 2024. Cash used in operating activities decreased by $1,733,138 due to an increase of net loss of $4,887,670, increase depreciation of $575,094, increase in amortization of $62,510, decrease in amortization of debt issuance cost of $55,334, increase in amortization of right of use of $15,384, decrease in stock based compensation of $1,813,160, common stock for services of $197,871, common stock for debt and warrant issuance of $801,088, increase of impairment of $965,812, increase in bad debt expense of $3,025,000, increase in due to affiliates of $1,044,854, decrease in lease liabilities of $15,298 increase change in prepaid assets and other current assets of $61,311, an increase in change in accounts payable of $3,169,968, and increase of $237,505 from discontinued operations.
Previous report
Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2024 (2024 Annual Report on Form 10-K). The accounting policies we used in preparing these financial statements are substantially consistent with those we applied in our 2024 Annual Report on Form 10-K.
Previous report
Our critical accounting estimates are described in Management’s Discussion and Analysis included in the 2024 Annual Report on Form 10-K.
Reworded paragraphs (13)
Previous wording
As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to the “Company,” “SG DevCo,” “we,” “us,” and “our” refer to Safe and Green Development Corporation 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, 2024 and 2023 and the accompanying notes, which are included in our Annual Report for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 31, 2025 (the “2024 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 2024 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.
Current wording
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.
Previous wording
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 report 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.
Current wording
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.
Previous wording
Safe and Green Development Corporation 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 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.
Current wording
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.
Previous wording
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. We 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 into its operations or used to fund project-level or corporate activities.
Current wording
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.
Previous wording
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. Resource Group also provides comprehensive green waste logistics and collection services through its owned fleet of high-capacity transportation equipment.
Current wording
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.
Previous wording
On October 16, 2025, we entered into a securities purchase agreement (the “October Purchase Agreement”) with institutional investors (the “October Purchasers”) for the issuance and sale in a private placement transaction (the “October Private Placement”) of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) convertible at an initial conversion price of $1.36 per share into 6,617,647 shares of common stock (the “Conversion Shares”) and common warrants (the “October Warrants”) to purchase up to 6,617,647 shares of common stock (the “October Warrant Shares”) exercisable at an initial exercise price of $1.36 per share, subject, among other things, to adjustment, shareholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Series B Preferred Stock and accompanying October Warrant, which pricing was designed to be in accordance with the “Minimum Price” requirement as defined in the Nasdaq rules. The Private Placement closed on October 17, 2025 (the “Closing Date”). The net proceeds to us from the Private Placement were approximately $8.175 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.
Current wording
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.
Previous wording
During the nine months ended September 30, 2025, we generated revenues of $4,936,388 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 nine months ended September 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $173,188. This increase of $4,763,200 resulted from the acquisition of Resource Group during the nine months ended September 30, 2025.
Current wording
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.
Previous wording
Marketing and business development expenses for three months ended September 30, 2025 were $166,666 compared to $172,220 for the three months ended September 30, 2024.
Current wording
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.
Previous wording
General and administrative expenses for three months ended September 30, 2025 were $2,036,116 compared to $778,448 for the three months ended September 30, 2024. This increase of $1,257,668 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 and impairment of our intangible assets.
Current wording
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.
Previous wording
During the three months ended September 30, 2025 and 2024, we incurred $2,004,260 and $951,239 of interest expense. This increase of $1,053,021 resulted from an increase in the balance of our notes payable.
Current wording
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.
Previous wording
We have generated limited revenue and have incurred significant net losses in each year since inception. For the nine months ended September 30, 2025, we incurred a net loss of $12,266,134 as compared to a net loss of $7,378,464 for the nine months ended September 30, 2024. We expect to incur increasing losses in the future. As of September 30, 2025 and December 31, 2024, we had cash of $233,037 and $296,202, respectively. Prior to us becoming a public company, our operations were primarily being funded through advances from Safe & Green Holdings Corp. (“SG Holdings”), and we were largely dependent upon SG Holdings for funding. Since becoming a public company, we have funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. See Part I, Item 1. Financial Statements; Note 6– Notes Payable and Notes Payable– Related Party. We intend to continue to finance our operations and finance Resource Group’s expansion from the proceeds of future financings, and/or sale proceeds from properties that are sold, and future revenues. 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 October Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult for us to procure additional financing. See “Part II, Item IA. Risk Factors” Our current cash is anticipated to be sufficient to fund operations through February 2026. 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.
Current wording
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.
Previous wording
Investing activities provided net cash of $307,763 during the nine months ended September 30, 2025, and used $240,551 net cash during the nine months ended September 30, 2024, which is an increase in cash used of $548,314. This change results from, a decrease of CIP materials of $176,565, an increase of cash acquired from a business combination of $1,082, decrease in intangible assets of $203,063, decrease in the purchase of computers and software of $1,002, an increase in project pre-development costs of 35,850, increase of $309,557 from acquisition, $1,500 from JV, and increase of $177,989 from discontinued operations..
Current wording
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.
Previous wording
Cash used from financing activities was 114,434 during the nine months ended September 30, 2025, which resulted from $361,477 debt issuance costs paid, increased by $1,756,892 proceeds from short-term note payable, $2,276,653 in repayments of short-term notes payable, $62,032 payments on finance lease, $58 from payment related to stock splits, increase of $602,835 from issuance of stock and $233,414 from warrant exercises. Cash provided from financing activities was $1,796,100 during the nine months ended September 30, 2024, which resulted from $1,509,852 debt issuance costs paid, increased by $3,081,489 proceeds from short-term note payable, decreased by $526,256 principal payments made and $750,719 from issuance of common stock.
Current wording
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Forward-looking statements are subject to risks and uncertainties. Actual results could differ materially from those expressed in or implied by such forward-looking statements due to a variety of factors, including:
Previous report — wording carried elsewhere
During the three months ended September 30, 2025, we generated revenues of $3,515,708 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. For the three months ended September 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $81,210. This increase of $3,434,498 resulted from the June 2025 acquisition of Resource Group and additional sales resulting from the newly acquired companies.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2025 and 2024, we incurred $3,789,105 and $2,583,053 of interest expense. This increase of $1,206,052 resulted from an increase in the balance of our notes payable.