Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On September 30, 2026, RenX Enterprises Corp. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with James D. Burnham (the "Debtholder"), to exchange (the "Exchange") $1,446,774.32 of principal and accrued interest outstanding (the "Outstanding Debt") under a Promissory Note, dated June 2, 2025 (the "Note"), for 1,441 shares (the "Preferred Shares") of a newly designated series of Series D Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), convertible at an initial conversion price of $2.895 per share into 497,754 shares of common stock (the "Conversion Shares") and a common stock purchase warrant (the "Warrant" and, together with the Preferred Shares, the "Securities") to purchase up to 124,438 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), exercisable at an initial exercise price of $2.895 per share, subject to, among other things, adjustment, shareholder approval (if required under Nasdaq rules) and certain beneficial ownership limitations. Pursuant to the Exchange Agreement, on September 30, 2026, the Company issued the Securities and the Outstanding Debt was cancelled.

James D. Burnham currently serves as the Company's Director of Growth & M&A and previously served as a director on the Company's Board of Directors.

The Exchange Agreement

Pursuant to the Exchange Agreement, on September 30, 2026, the Company issued the Securities and the Outstanding Debt was cancelled. The Exchange Agreement contains customary representations and warranties and agreements by the Company and the Debtholder.

In the Exchange Agreement, the Debtholder acknowledged that the shares of Common Stock issuable upon conversion of the Preferred Shares and the exercise of the Warrants are subject to an exchange cap (the "Exchange Cap") such that the Company will not issue shares of Common Stock upon a conversion of the Preferred Shares or the exercise of the Warrants if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue without breaching its obligations under the rules or regulations of Nasdaq.

In the event the Company's Common Stock is delisted from Nasdaq for 30 or more consecutive trading days without relisting on an approved exchange, the Exchange Agreement provides that the Debtholder may elect to, by written notice to the Company, exchange the Preferred Shares for an unsecured promissory note of the Company bearing 10% annual interest with a 24-month maturity.

The Preferred Stock

The terms of the Preferred Stock are set forth in the Certificate of Designation for the Preferred Stock (the "Certificate of Designation"). On October 2, 2026, the Company filed the Certificate of Designation with the Delaware Secretary of State, designating 1,441 shares of the Company's preferred stock as Series D Preferred Stock, which sets forth the following key terms:

Par Value/Stated Value

The Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000.00.

Conversion Terms

Subject to the Beneficial Ownership Limitation (as defined below), each share of Preferred Stock is initially convertible, at the option of the holder thereof, at any time and from time to time after the date that the Company's receipt of stockholder approval in accordance with Nasdaq rules, and without the payment of additional consideration by the holder thereof, at an initial conversion price of $2.895 per share.

The conversion price is subject to standard proportional adjustment for stock dividends, stock splits or similar events, subject to a floor price of $1.50 (the "Floor Price"). The conversion price is also subject to the full-ratchet style adjustment for dilutive issuances (each a, "Dilutive Issuance"), subject to the Floor Price and with Exempt Issuances (as defined in the Certificate of Designations) carved out. If a holder elects to convert following a Dilutive Issuance that causes the conversion price to be less than the Floor Price, then the holder would receive the Conversion Shares based upon the Floor Price plus a cash true-up. The issuance of all of the Conversion Shares issuable upon conversion of the Preferred Stock, including, without limitation, to give full effect to any adjustment to the conversion price following any stock dividend, stock split or other share combination event or a Dilutive Issuance is subject to Company stockholder approval, to the extent required by the applicable rules and regulations of The Nasdaq Stock Market LLC. If the Preferred Stock were to fully convert (including if the conversion price is reduced to the Floor Price, but excluding any shares of Preferred Stock or adjustments to the stated value that may occur as a result of dividend payments), the Company would issue up to 960,666 shares of Common Stock.