On September 30, 2026, RenX Enterprises Corp. entered into an exchange agreement with James D. Burnham to settle outstanding debt. The company exchanged $1,446,774.32 of principal and accrued interest under a June 2, 2025 promissory note for 1,441 shares of newly designated Series D Convertible Preferred Stock. The transaction also included a common stock purchase warrant. The outstanding debt was cancelled as part of the agreement.
The Series D Preferred Stock has a par value of $0.001 per share and a stated value of $1,000.00 per share. The preferred shares are convertible into common stock at an initial price of $2.895 per share, subject to a floor price of $1.50. Holders are prohibited from converting shares if doing so would cause their beneficial ownership to exceed 4.99% of the company, though they may increase this limit to 19.99% with 61 days' notice.
Dividends on the preferred stock accrue at a rate of 8% of the stated value per annum, compounding quarterly. If dividends are not paid in cash, the rate increases to 9% per annum. In the event of a liquidation, dissolution, or winding-up of the company, holders of the Series D Preferred Stock are entitled to receive 150% of the stated value per share.
The company may redeem the preferred shares at any time after the 24-month anniversary of issuance. The redemption price is 115% of stated value between the 24th and 36th anniversaries, and 110% of stated value thereafter, plus accrued dividends. Additionally, the company filed a Certificate of Designation with the Delaware Secretary of State on October 2, 2026, formally establishing the terms of the Series D Preferred Stock.
