On October 21, 2026, RMX Industries, Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., a Virginia corporation. The agreement involves the issuance of a 12% promissory note with an aggregate principal amount of $295,550. The note includes an original issue discount of $38,550, resulting in an aggregate purchase price of $257,000.
The note matures on October 15, 2027. The company is responsible for $7,000 of Vanquish’s due diligence and legal fees. The company intends to use the proceeds for general working capital purposes.
The agreement provides for additional tranches of financing of up to $1,100,000.00 in the aggregate during the next twelve months, subject to further agreement between the parties. The company may prepay the note in full at any time with no prepayment penalty upon written notice to Vanquish.
The note contains a provision for conversion into shares of the Company’s class A common stock, $0.001 par value per share. Vanquish has the right, but not the obligation, to convert the outstanding balance of the note into Class A Common Stock upon the occurrence and continuation of an Event of Default. The conversion price is 65% of the lowest trading price for the Class A Common Stock during the ten trading days immediately preceding the applicable conversion date. Vanquish is prohibited from converting any amount that would result in beneficial ownership of more than 4.99% of the outstanding shares of Class A Common Stock.
Additionally, the obligations evidenced by the note are subordinate and junior in right of payment to senior secured convertible promissory notes issued by the Company under a Securities Purchase Agreement dated as of October 15, 2025.
