UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ____________ to ____________
Commission
file number: 001-41581
RENX
ENTERPRISES CORP.
(Exact
name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
(Address of principal executive offices) (Zip Code)
(786)808-5776
(Registrant’s
telephone number, including area code)
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 per share RENX The Nasdaq Stock Market LLC
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2025, the last
business day of the registrant’s most recently completed second fiscal quarter, was approximately $2,290,409 million, based upon
the last reported sale price of the registrant’s common stock on that date as reported by Nasdaq Capital Market.
As
of March 31, 2026, the registrant had a total of 2,507,537 shares of common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None
RENX
ENTERPRISES CORP
FORM
10-K
TABLE
OF CONTENTS
Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 34
Item 1C. Cybersecurity 34
Item 2. Properties 35
Item 3. Legal Proceedings 35
Item 4. Mine Safety Disclosures 35
Item 6. [Reserved] 36
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54
Item 8. Financial Statements and Supplementary Data 54
Item 9A. Controls and Procedures 54
Item 9B. Other Information 56
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 56
PART III 57
Item 10. Directors, Executive Officers and Corporate Governance 57
Item 11. Executive Compensation 63
Item 14. Principal Accountant Fees and Services 76
Item 15. Exhibit and Financial Statement Schedules 77
SIGNATURES 86
i
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K (the “Annual Report”) 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, or the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
“Exchange Act.” Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,”
“believe,” “can,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,”
“target,” “will,” “would” and similar expressions or variations intended to identify forward-looking
statements. 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 and those discussed in the section
titled “Risk Factors” included under Part I, Item 1A below. 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 statements.
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 report will 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.
As
used in this Annual Report, unless the context requires otherwise, references to “RenX”, “the Company”, “we”,
“us”, and “our” refer to RenX Enterprises Corp. and its subsidiaries, as the context requires. References to
“Common Stock” refer to the Company’s common stock, par value $0.001 per share.
“RenX”
and the RenX logo are our trademarks. All other trademarks and service marks appearing in this Annual Report are the property of their
respective owners.
On
March 26, 2026, we effected a 1-for-20 reverse stock split of our then-outstanding Common Stock (“Reverse Stock Split”).
Except as specifically provided, all share and per share amounts and related option and warrant information presented herein,
including our financial statements and accompanying footnotes, has been retroactively adjusted to give effect to the Reverse
Stock Split.
ii
Summary
of Risk Factors
An
investment in our Company is subject to a number of risks, including risks relating to our business, and risks related to our Common
Stock. Set forth below is a high-level summary of some, but not all, of these risks. You should review and consider carefully the risks
and uncertainties described in more detail in “Part I, Item 1A. Risk Factors” of this Annual Report, which includes a more
complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in
our Common Stock.
Risks
Related to Our Financial Condition and Business
iii
● We may not be able to sell our real property assets when we desire.
● Compliance with environmental regulations is costly and subject to change.
● We face intense competition and pressure from alternative products.
● Logistical challenges could disrupt supply chains and limit our market reach.
Risks
Related to Our Common Stock
iv
PART
I
Item
1. Business.
Company
Overview
RenX
Enterprises Corp. 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.
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 AI related 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.
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.
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.
We
currently operate in three segments: biomass recycling, logistics, and real estate. For the year ended December 31, 2025, we operated
in four segments and generated $8,220,449 in revenue, of which approximately $5,935,296 was generated from our logistics business, $2,266,983
was generated from our biomass recycling business, and $18,170 was generated from our technology sector. While our logistics business
operated by our subsidiary, ZEI, and our biomass recycling 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 monetize our legacy real estate assets and
joint venture interests.
Biomass
Recycling and Logistics Business
Resource
Group Acquisition
On
February 25, 2025, we entered into a Membership Interest Purchase Agreement (the “RG Purchase Agreement”) with Resource Group,
a Florida limited liability company, and the members of Resource Group (the “RG Equityholders”), to acquire 100% of the membership
interests of Resource Group. Pursuant to the RG Purchase Agreement, the purchase price to be paid for the membership interests
of Resource Group was to include $480,000 in cash, the issuance of shares of restricted Common Stock equal to 19% of our outstanding
shares of Common Stock at closing and a convertible note in an amount to be determined at closing, convertible into shares of restricted
Common Stock subject to the receipt of the approval of our stockholders post-closing in accordance with Nasdaq rules.
On June 2, 2025, we entered into an Amendment (the “Amendment”)
to the RG Purchase Agreement. The Amendment altered the consideration to be paid by us in connection with our purchase of 100% of the
membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was
amended to be comprised of (i) unsecured 6% promissory notes in the aggregate principal amount of $480,000, due on the first anniversary
of the closing, (ii) the issuance of such number of shares of restricted Common Stock equal to 19.99% of our outstanding shares of Common
Stock on the date the RG Purchase Agreement was executed; and (iii) 1,500,000 shares of a newly designated series of non-voting Series
A Convertible Preferred Stock (the “Series A Preferred Stock”). Pursuant to the Amendment, we also agreed to issue an aggregate
of 41,182 additional shares of Common Stock (the “Additional RG Shares”) (2,509 as adjusted for the Reserve Split) to the
RG Equityholders, subject to the approval of such issuance by our stockholders and provided that we continue to meet the Nasdaq continued
listing requirements.
On June 2, 2025, we completed our acquisition of Resource Group and
issued to the RG Equityholders, (i) an aggregate of 376,818 shares of the Common Stock (the “RG Closing Shares”), representing
19.99% of our issued and outstanding shares as of February 25, 2025; (ii) an aggregate of 1,500,000 shares of Series A Preferred Stock
(the “RG Preferred Shares”) (convertible into 9,000,000 shares of restricted Common Stock, the conversion of which was initially
subject to the approval of our stockholders) (450,000 as adjusted for the Reserve Split) and which approval was obtained on September
29, 2025; and (iii) unsecured 6% promissory notes in the aggregate principal amount of $480,000 (the “RG Convertible Notes”).
1
In
addition, in connection with the closing, Resource Group US LLC (“RG Group”) (which, prior to the closing, was a wholly owned
subsidiary of Resource Group and now is our wholly owned subsidiary), issued an 11.5% note in the principal amount of $1,255,000 to James
D. Burnham, a member of our Board of Directors and one of the founders of Resource Group, in consideration of funds he had previously
advanced to RG Group. The note is due upon the earlier of April 30, 2026, immediately upon a change of control, or after the occurrence
of an event of default.
On September 29, 2025, our stockholders approved the issuance of up
to 9,000,000 shares (450,000 as adjusted for the Reserve Split) of Common Stock issuable upon conversion of the RG Preferred Shares as
well as the issuance of the 41,182 Additional RG Shares (2,509 as adjusted for the Reserve Split). The Additional RG Shares are expected
to be issued in the Second Quarter of 2026.
In
accordance with the terms of the Amendment, on June 17, 2025, our Board of Directors was reconstituted to consist of seven directors,
four of which were existing directors of the Company, as designated by us, and three of which were designated by a majority in interest
of the RG Equityholders. In connection therewith, Paul M. Galvin, Alyssa Richardson and Yaniv Blumenfeld each resigned as directors of
the Company, and their board seats were filled by the new directors designated by the RG Equityholders. We believe that each director
designated by the RG Equityholders has the relevant expertise and experience in business operations, finance, real estate development,
or other applicable areas aligned with our goals.
The
Amendment also required that on or prior to the twelve-month anniversary of the closing, we will use our best efforts to have on file
with, and approved by, the SEC (subject to certain cut backs) an effective registration statement on Form S-1 or any other allowable
form providing for the resale by the RG Equityholders on a pro rata basis of any Common Stock issued to them in connection
with their conversion of shares of our Series A Preferred Stock.
Biomass
Recycling and Logistics — Industry and Business Opportunity
We
believe the biomass and recycling and logistics industries present timely and strategic opportunities for our company, particularly through
our engagement with innovative waste-to-resource and supply chain optimization technologies. We have identified Resource Group’s
suite of products and services as a valuable complement to our sustainability-driven business model. Their offerings include organic
waste processing units, dewatering systems, and composting equipment designed for on-site use at universities, hospitals, municipalities,
and private enterprises. These systems enable the efficient transformation of food and organic waste into usable compost, significantly
reducing hauling costs and landfill dependency. Additionally, Resource Group is expanding into upcycling solutions that repurpose materials
otherwise destined for disposal, transforming them into high-value products for commercial and industrial use. This aligns with circular
economy principles and opens potential new revenue streams by converting waste into functional assets. In parallel, Resource Group is
exploring logistics applications that enhance operational efficiency across waste and materials handling, including route optimization,
on-site processing coordination, and supply chain integration for upcycled materials. Their turnkey services—which include installation,
maintenance, and monitoring—help clients meet environmental goals and comply with evolving regulations. We view this business line
as an important component of our long-term growth strategy and anticipate increased demand for the services they provide as organizations
seek cost-effective, environmentally responsible, and logistically sound waste management and resource recovery solutions.
Competition
The
market for biomass recycling, and related logistics technologies is highly competitive and rapidly evolving, driven by increasing regulatory
pressure, expanding sustainability mandates, and a growing demand for environmentally conscious supply chain solutions. We recognize
that Resource Group operates in a landscape populated by both established waste management firms and emerging clean technology companies
offering composting, upcycling, and organic waste processing systems. However, Resource Group differentiates itself through its integrated,
end-to-end solutions that include equipment, site-specific logistics planning, and ongoing operational support tailored for institutions
such as universities, hospitals, and municipalities. While many competitors offer isolated components—such as equipment without
service, or processing without logistics—Resource Group provides a unified approach that lowers total costs and maximizes efficiency.
Resource Group’s focus on localized, decentralized solutions also gives Resource Group an edge over national waste firms that prioritize
centralized processing, enabling clients to reduce transportation, emissions, and costs. We believe this positioning offers a strategic
advantage as public and private sector clients increasingly seek agile, scalable, and sustainable alternatives to conventional waste
and logistics models.
The
market for bulk materials hauling and logistics in Florida is highly fragmented, characterized by a large number of regional and local
carriers competing primarily on reliability, fleet capacity, driver availability, and customer relationships. ZEI competes with both
independent owner-operators and mid-size regional trucking companies that serve construction, land clearing, and organics-adjacent customers.
Competitive dynamics are influenced by driver availability, fuel costs, equipment utilization rates, and the ability to service high-volume,
recurring contracts. Larger national carriers generally do not compete directly in the specialized local bulk hauling segment due to
the short-haul, asset-intensive nature of the work. As with the broader logistics industry, participants in this segment face ongoing
pressure from rising insurance premiums, commercial driver licensing requirements, hours-of-service regulations, and fuel cost volatility.
Regulatory
Matters
Resource
Group is subject to a range of federal, state, and local regulations that govern its waste management and environmental operations. At
the federal level, applicable laws include the Resource Conservation and Recovery Act (“RCRA”), which oversees the handling
and disposal of solid and hazardous waste, as well as the Clean Air Act and Clean Water Act, which may apply to emissions or discharges
associated with organic material processing.
2
In
Florida, where Resource Group is currently located and expects to continue to conduct business for the foreseeable future, we are primarily
regulated by the Florida Department of Environmental Protection (“FDEP”). The FDEP enforces state-specific regulations related
to solid waste management, composting, and recycling, including permitting requirements, operational standards, and reporting obligations
for facilities engaged in organic waste processing. Resource Group’s operations may also fall under Florida Administrative Code
Chapters 62-701 (Solid Waste Management) and 62-709 (Composting Facilities), which establish the framework for compliance with design,
siting, and performance standards.
At
the local level, county and municipal governments in Florida may impose additional regulations through zoning ordinances, environmental
health codes, and nuisance abatement standards. These can include rules related to odor control, vector prevention, and site-specific
permitting or inspection processes.
Our
logistics operations are also regulated and licensed by various U.S. federal and state governmental agencies. For example, they are subject
to regulation by the Department of Transportation (the “DOT”) and its agency, the Federal Motor Carrier Safety Administration
(the “FMCSA”). Ground transportation also falls under state jurisdiction with respect to the regulation of operations, safety
and insurance. These, and other applicable regulations, impact us directly and also indirectly when they regulate third-party owner-operators
we arrange and/or contract with to provide services to us and our customers.
We
and the third-party owner-operators we contract with within the U.S. must comply with the safety and fitness regulations of the DOT,
including, without limitation, those related to controlled substances, hours-of-service compliance, vehicle maintenance, hazardous materials
compliance, driver fitness, unsafe driving, and minimum insurance requirements. Other federal and state agencies, such as the U.S. Environmental
Protection Agency, also regulate our equipment, operations, cargo and independent contractor drivers. We are also subject to various
vehicle registration and licensing requirements in Florida. We may become subject to new or more restrictive regulations relating to
emissions, independent contractor eligibility requirements and other matters affecting safety or operating methods. Additionally, our
logistics operations and independent contractors are subject to various environmental laws and regulations in the jurisdictions where
we operate. In the U.S., these laws and regulations deal with vehicle emissions, engine-idling, fuel tanks and related fuel spillage
and seepage, discharge and retention of stormwater, and other environmental matters that involve inherent environmental risks. We may
be responsible for cleaning up any spill or other incident involving hazardous materials caused by our business.
The
failure to comply with these laws and regulations may adversely affect our ability to operate our vehicles. Compliance with changing
regulations could substantially increase our costs. In addition, the Federal government may institute some regulation that limits carbon
emissions by setting a maximum amount of carbon individual vehicles can emit without penalty, thus requiring us to replace noncompliant
vehicles or to modify non-compliant vehicles. This would likely affect everyone who uses fossil fuels and would disproportionately affect
users in the highway transportation industries. While there are too many variables at this time to assess the impact of the various proposed
federal and state regulations that could affect carbon emissions, many experts believe these proposed rules could significantly affect
the way companies operate in their businesses.
Resource
Group and ZEI are responsible for maintaining compliance with all applicable federal, state, and local laws and continuously monitors
regulatory developments in Florida that may affect its business operations.
Engineered
Soils and Environmental Processing Industry
The
U.S. biomass and recycling industry experienced continued growth in early 2025, driven by expanding demand across agricultural, commercial,
and consumer end markets and increasing adoption of sustainable materials in land management and infrastructure applications. Several
structural and economic factors continue to influence the industry, including:
3
The
organic waste processing and diversion industry encompasses the collection, processing, and conversion of land clearing debris, vegetative
waste, and other organic feedstocks into value-added end products including mulch, compost, and engineered soil blends. The global organic
waste management market was valued at approximately $17.4 billion in 2024 and is projected to reach approximately $37.9 billion by 2034,
g growing at a compound annual growth rate of approximately 8.1% (Source: Precedence Research / market.us). North America represents
the largest regional market, accounting for approximately 44% of global market value. Demand is driven by increasing regulatory mandates
requiring diversion of organic waste from landfills, growing municipal and commercial composting programs, and heightened emphasis on
circular economy practices across the construction, agricultural, and landscaping sectors. In Florida, construction and demolition debris,
which by state definition includes trees, vegetative matter, and soils resulting from land clearing operations, accounts for approximately
25% of the total municipal solid waste stream, generating sustained feedstock volumes for permitted processing facilities (Source: Florida
Department of Environmental Protection).
The
bulk substrate production segment, which includes locally-produced compost, mulch, and engineered soil blends derived from organic waste
streams, competes with imported and mined alternatives such as Canadian sphagnum peat, virgin topsoil, and imported bark products. Domestically-produced,
waste-derived substrates carry structural cost and logistics advantages in regional markets and are increasingly preferred by commercial
and municipal buyers in response to supply chain disruptions, rising import costs, and procurement mandates favoring recycled-content
materials. The global compost market was valued at approximately $6.7 billion in 2025, with North America accounting for approximately
30% of global market share (Source: Business Research Insights). The global soil amendments market, which includes compost, biosolids,
and organic mulch products, was valued at approximately $19.6 billion in 2025 and is projected to grow at a compound annual growth rate
of approximately 11.2% through 2030 (Source: Research and Markets), with recent U.S. tariff adjustments on imported amendment inputs
creating additional competitive tailwinds for domestic producers of waste-derived substrates. Permitted organics processing facilities
face significant barriers to entry including capital intensity, land requirements, and regulatory complexity, which constrain competitive
supply in high-growth markets.
The
bulk materials hauling and logistics industry encompasses the short-haul transport of construction aggregates, land clearing debris,
mulch, engineered soils, fill material, and related bulk commodities between generation sites, processing facilities, municipal disposal
sites, and end-use locations. Demand for bulk materials hauling is closely correlated with regional construction activity, land development
volume, and the throughput requirements of permitted waste processing and recycling facilities. The Florida freight and logistics market
was valued at approximately $78.3 billion in 2025 and is projected to reach approximately $97.1 billion by 2030, growing at a compound
annual growth rate of approximately 4.5% (Source: Mordor Intelligence). Florida ranked among the most active construction markets in
the United States in 2025, with approximately 100,945 new residential construction permits issued statewide for the year and aggregate
monthly construction values consistently exceeding $2.0 billion (Source: HBW Reports). The bulk hauling segment within Florida is characterized
by a high degree of fragmentation, with demand driven by population growth, sustained land clearing and development activity, expanding
infrastructure investment, and the logistics requirements of the state’s organics processing and waste diversion sector. Participants
compete primarily on fleet availability, driver reliability, regulatory compliance, and established customer relationships with construction
contractors, municipalities, and processing facilities.
Real
Estate Holdings
We
are in the process of monetizing our legacy real estate holdings. Where third-party appraisals have indicated meaningful value appreciation,
we intend to sell properties with proceeds to be reinvested in our current operations. Currently, the only remaining properties that
we own or have an interest in are Norman Berry and McLean.
Lago
Vista
On
May 10, 2021, LV Peninsula Holding LLC (“LV Peninsula”), our wholly owned subsidiary, acquired a 50+ acre site on Lake Travis
in Lago Vista, Texas for $3,500,000 in cash. LV Peninsula subsequently obtained approval to establish a planned development district
consisting of 174 condominium units with an allowance for 30% short-term rental. Including project development costs of $824,231, the
book value of the property was $4,400,361.
On
January 6, 2026, we and Norman Berry II, LLC entered into a Restructuring and Collateral Agreement with Austerra to restructure the Company’s
outstanding indebtedness of approximately $7.0 million (including accrued interest in excess of $750,000) originally issued by LV Peninsula
Holding LLC (‘LV Peninsula”) and secured by the Lago Vista property. Pursuant to the Restructuring Agreement, LV Peninsula
delivered a Deed in Lieu of Foreclosure conveying full title to the Lago Vista property to Austerra, conditionally extinguishing $5.0
million of the original secured debt. LV Peninsula also entered into a Loan Modification Agreement securing $2.0 million of the remaining
balance with its property in Durant, Oklahoma, bearing interest at 13.50% per annum with interest-only payments for 12 months and a maturity
date of December 1, 2028. In connection with the Deed in Lieu, LV Peninsula issued a conditional promissory note in the principal amount
of $5,000,000, bearing interest at 13.50% per annum with a maturity date of December 1, 2028, which will automatically go into effect
if, within 24 months: (i) the development, construction, flood-plain remediation, and all material improvements to the Lago Vista property
have not been substantially completed, or (ii) the entire outstanding indebtedness owed to Austerra has not been paid in full. Upon any
future sale of the Lago Vista property, the Company will receive 70% of net sale proceeds in excess of $5.0 million (plus any additional
new funds provided, including accrued interest and/or penalties). We also pledged its 50% membership interest in Norman Berry and granted
Austerra a security interest in a $209,333 promissory note payable by Norman Berry. All obligations are cross-collateralized and cross-defaulted
across the Texas, Oklahoma, and Georgia properties.
South
Texas Joint Ventures
Throughout
2024, we entered into a series of Joint Venture Agreements with Milk & Honey LLC, a Texas limited liability company (“Milk
& Honey”), for the purpose of establishing a joint ventures to be conducted for the purpose of developing and constructing
single-family homes in Edinburg, Texas.
4
On
March 6, 2025, we entered into a Buyout Agreement with Properties by Milk & Honey, pursuant to which we agreed to sell our 60% membership
interest in Sugar Phase I LLC, a joint venture (the “JV”) established under a Joint Venture Agreement with Milk & Honey,
dated July 23, 2024, for a purchase price of $700,415.24, reflecting amounts contributed and costs incurred by us in connection with
the Sugar Phase I project, and was issued a promissory note in the principal amount of $700,415.24, bearing interest at 10% per annum.
Milk & Honey made four payments between March and September 2025, with the final payment received on September 12, 2025, satisfying
all obligations under the Note. Upon receipt of the final payment, Milk & Honey acquired 100% of the membership interests in the
JV.
Norman
Berry Village
On
May 31, 2021, we acquired a 50% membership interest for $600,000 in a limited liability company, NB Owners, that is building affordable
housing in the Atlanta, Georgia metropolitan area to be known as “Norman Berry Village.” We partnered with CMC Development
Group (“CMC”), a New York City-based real estate development firm with national expertise providing design build services.
CMC owns the other 50% membership interest in NB Owners. The NB Owners’ operating agreement provides that NB Owners will initially
have two managers, one designated by CMC (the “CMC Manager”) and one designated by us. Pursuant to the operating agreement,
the CMC Manager will manage the day-to-day business and affairs of NB Owners and all non-routine decisions requires the approval of members
owning a majority of the outstanding membership interests. The operating agreement also provides that any fee earned by CMC in connection
with the acquisition and development of the Norman Berry Village and related real property will be split 75% to CMC and 25% to us. We
have no obligation under the operating agreement to make any additional capital contributions to NB Owners. In addition, neither we nor
CMC may voluntarily make any additional capital contributions to NB Owners. In accordance with the operating agreement, we are entitled
to a preferred return equal to 10% per annum on our unreturned capital contributions which return will (i) accrue from the date on which
our capital contributions were actually contributed to NB Owners until the date such capital contributions are returned to us, and (ii)
compound annually. NB Owners received approval from the city of Eastpoint to purchase the right of way approval to begin developing the
Norman Berry Village. On March 11, 2024, NB Owners, pursuant to a loan agreement dated March 11, 2022, issued a promissory note (the
“First Lien Note”) in the amount of $200,000. The First Lien Note matured on March 11, 2025 and provides for interest only
payments at a rate of 12%. To secure the full payment of the First Lien Note, the note is secured by a security deed in the NB Owners
property.
On
January 16, 2026, we entered into a Second Lien Promissory Note (the “Second Lien Note”) with NB Owners in the principal amount
of $599,000 to memorialize the fund previously advanced, contributed, or expended by us into or for the benefit of the NB Owners property
and the Norman Berry Village project. No new funds were advanced in connection with the execution and delivery of the Second Lien Note.
The Second Lien Note matures 90 days from its issuance date, and bears interest at a rate of 3.81% per annum, calculated on the basis
of a 360-day year, with the entire unpaid principal, accrued interest, and all other amounts due payable in a single balloon payment
at maturity. The Second Lien Note is secured by a second-priority lien on the NB Owners property, subordinate to the First Lien Note.
The First Lien Note matured on March 11, 2025 and, as of the date of this filing, remains outstanding and in default. The Company is
the holder of both the First Lien Note and the Second Lien Note and, as a result of the default under the First Lien Note, has the right
to foreclose on the NB Owners property. In addition, the property has been listed for sale. Upon the occurrence of a sale, if any, we
are entitled to repayment on our liens of $200,000 and $599,000 plus applicable interest as well as 50% of the remaining profits.
Cumberland
Inlet
On
June 24, 2021, we, as a member, entered into an Operating Agreement, with Jacoby Development, Inc., a Georgia corporation (“JDI”),
as manager, dated June 24, 2021 (the “Operating Agreement”), for JDI-Cumberland Inlet, LLC, a Georgia limited liability company
(“JDI-Cumberland”), pursuant to which we acquired a 10% non-dilutable equity interest (“LLC Interest”) in JDI-Cumberland
for $3,000,000. JDI-Cumberland has purchased a 1,298 acre waterfront parcel in downtown historic St. Mary’s, Georgia and expects
to develop approximately 352 acres thereof (the “Cumberland Inlet Project”). We, in conjunction with JDI, expected to develop
a mixed-use destination community. The location will serve as home to 3,500 units made up of single family, multi-family, vacation and
hospitality use, as well as a full-service marina, village, and upscale Eco-Tourism park inclusive of camping, yurts, cabins and cottages.
JDI-Cumberland recently received all approvals to build out the marina portion of the project.
In
May of 2025, JDI Cumberland filed for bankruptcy and as of the date of this Annual Report on Form 10-K we have not received any proceeds
from the bankruptcy proceedings.
St
Mary’s Site
On
August 18, 2022, we purchased, for $296,870 approximately 27 acres of land (“St Mary’s Site”) adjacent to our Cumberland
Inlet Project from the Camden County Joint Development Authority (“JDA)”.
On
January 31, 2024, we entered into an Agreement of Sale with Pigmental Studios to sell the St. Mary’s Site. On October 14, 2024,
we entered into a Modification Agreement with Palermo Lender LLC (“Palermo”), effective as of October 2, 2024 (the “Modification
Agreement”), to modify the Deed of Trust (the “Security Deed”) securing our promissory note issued to Palermo in the
original principal amount of $148,300.00, as subsequently modified to increase the principal amount to $200,000.00, to extend the maturity
date to March 1, 2025 and to change the interest rate from 10.99% with ACH to 11.99% without ACH.
On
November 13, 2024 we entered into an amendment to the Agreement of Sale (the “Second Amendment”) that amended the closing
date to November 15, 2024 and increased the purchase price to $1,400,000 payable $439,328 in cash and $960,672 by the issuance of a promissory
note to us. The promissory note bore 10% interest per annum, provided for monthly interest payments and originally matured on March 15,
2025 with the option to extend up to three times by paying $10,000 for each extension.
5
During
December 2025, the Company entered into a payoff agreement for such note, which resulted in full satisfaction of the outstanding note.
In connection with the payoff, the Company received $280,000 and recorded a loss on notes receivable in the amount of $818,172.
McLean
Mixed Use Site
On
November 10, 2021, we entered into a Purchase Agreement (“Purchase Agreement) with the Durant Industrial Authority to acquire 100%
ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $868,000. We anticipated building approximately 800 residential
units and up to 1.1 million square feet of industrial manufacturing space on the mixed-use property. The closing on the 114 mixed-use
acres occurred in the first quarter of 2022. We had planned to build a 120,000 square foot state of the art manufacturing facility. The
property is zoned for an additional 1.0 million square feet of industrial space.
As
of March 31, 2026, we expect to subdivide our McLean property into buildable single family lots that can subsequently be sold to developers
or developed internally. We analyzed market conditions and determined that this process is expected to yield the highest return without
having to take on construction related risks. We are currently in discussions with the Durant Industrial Authority (“DIA”)
regarding a conveyance of the McLean Mixed Use Site, in connection with a Lis Pendens filed against the property by the DIA..
AI
and Software Development Projects
As
stated above, we are no longer pursuing real estate AI related activities and have ceased operations of the AI Platforms.
AI
Platform Acquisition
Majestic
On
February 7, 2024, we entered into a Membership Interest Purchase Agreement (“MIPA”) to acquire Majestic World Holdings LLC
(“Majestic”). Majestic is a prop-tech company that has created an AI software platform (the “AI Powered Platform”).
The AI Powered Platform, which was launched in April 2024, aims to decentralize the real estate marketplace.
Pursuant to the terms of the MIPA, as amended, and a related side letter
in consideration of our membership interest purchase we (i) on February 7, 2024 we issued 500,000 shares of Common Stock (1,000 as adjusted
for the Reserve Split and prior split) to the members of Majestic, and (ii) to paid 154,675 in cash to the members of Majestic In
addition, pursuant to a profit sharing agreement entered into as of February 7, 2024 (the “Profit Sharing Agreement”), we
agreed to pay the former members of Majestic a 50% share of the net profits for a period of five years that are directly derived
from the technology and intellectual property utilized in the real estate focused software as a service offered and operated by Majestic
and its subsidiaries.
On
the final payment date the remaining 31.75% interest in Majestic was transferred to us.
MyVonia
On
June 6, 2024, we completed the acquisition of all of the assets related to the AI technology known as My Virtual Online Intelligent Assistant
(“MyVONIA”) pursuant to an Asset Purchase Agreement, dated as of May 7, 2024, by and between us and Dr. Axely Congress (the
“APA”). MyVONIA, is an advanced AI assistant, that utilizes machine learning and natural language processing algorithms to
provide users with human-like conversational interactions, tailored to their specific needs.
The APA provides that the purchase price for MyVONIA is up to 500,000
shares of Common Stock (1,250 as adjusted for the Reserve Split and prior split). Of such shares, 500 shares of Common Stock were issued
at the closing on June 6, 2024, with an additional 750 shares of Common Stock issuable upon the achievement of certain benchmarks, which
benchmarks have not been met and therefore the additional 750 shares of Common Stock have not been issued. Pursuant to the APA, Dr. Congress
has agreed to a non-compete. In connection with the closing, Dr. Congress also entered into a consulting agreement with us (the “Consulting
Agreement”) to continue to develop MyVONIA and provide such other services as are required pursuant thereto under which Dr. Congress
will receive a consulting fee of $10,000 a month. The Consulting Agreement has a term of two years and has a non-compete. For additional
information regarding the MyVONIA acquisition, see Note 9 — Business Combination and Acquisition of Assets to the Financial Statements
included elsewhere in this Annual Report.
Competition
We
face competition in the real estate development and housing industries. Real estate developers compete for, among other things, residents,
desirable land parcels, financing, raw materials, and skilled labor. Increased competition may prevent us from acquiring attractive land
parcels or make such acquisitions more expensive, hinder our market share expansion, or lead to pricing pressures that may adversely
impact our margins and revenues. Competitors may independently develop land and construct housing units that are superior or substantially
similar to our products and because they are or may be significantly larger, have a longer operating history, and have greater resources
or lower cost of capital than us, may be able to compete more effectively in one or more of the markets in which we operate or plan to
operate. We believe we can distinguish ourselves from our competitors on the basis of our quality and construction time savings.
6
Regulation
and Environmental Matters
Our
real estate investments are subject to extensive local, city, county and state rules and regulations regarding permitting, zoning, subdivision,
utilities and water quality as well as federal rules and regulations regarding air and water quality, and protection of endangered species
and their habitats. Such regulation may delay development of our properties and may result in higher development and administrative costs.
See “Part I, Item 1A. “Risk Factors” for further discussion.
We
have made, and will continue to make, expenditures for the protection of the environment with respect to our real estate development
activities. Emphasis on environmental matters will result in additional costs in the future. Further, regulatory and societal responses
intended to reduce potential climate change impacts may increase our costs to develop, operate and maintain our properties. Based on
an analysis of our operations in relation to current and presently anticipated environmental requirements, we currently do not anticipate
that these costs will have a material adverse effect on our future operations or financial condition.
Sustainability
We
are committed to protecting the environment and to sustainable operations. We emphasize responsible materials processing, waste diversion,
and environmentally conscious practices across our organics processing and logistics operations.
Human
Capital
As
of the date hereof, we employed a total of 38 individuals across the Company and our two principal operating subsidiaries, Resource Group
and ZEI. Of our total workforce, 36 employees are employed on a full-time basis and 2 are employed on a part-time basis. None of our
employees are represented by a labor union or covered by a collective bargaining agreement.
At
the parent company level, we employ 4 full-time individuals, including our Chief Executive Officer, Chief Financial Officer, Senior In-House
Counsel, and Vice President of Development.
Resource
Group employs 14 individuals, of which, 12 are full-time and 2 are part-time. Resource Group’s workforce is primarily composed of field
operations personnel, including 7 operators, 1 mechanic, 1 lead mechanic, 1 mechanic/welder, and 1 driver. Administrative and management
functions are supported by 1 vice president of operations, 1 clerical employee, and 1 office administrator.
ZEI
employs 20 individuals, all of whom are full-time. ZEI’s workforce is concentrated in transportation and logistics, with 11 drivers comprising
the majority of its headcount. ZEI also employs 2 welders, 2 dispatchers, 1 yard assistant, 1 sales representative, 1 office manager,
1 administrative employee, and 1 vice president of operations.
Corporate
Information
We
were incorporated in Delaware on February 27, 2021 under the name SGB Development Corp., which was later changed to Safe and Green Development
Corporation in December 2022. On December 19, 2025, we changed our name to RenX Enterprises Corp. Our principal executive office is located
at 1111 Brickell Ave., Floor 11, Suite 109, Miami, Florida 33131, and our phone number is (786) 808-5776. We maintain a website at www.renxent.com.
The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed
through, our website is not part of this Annual Report.
In
December 2022, SG Holdings, the then owner of 100% of our issued and outstanding securities, announced its plan to separate our Company
and SG Holdings into two separate publicly traded companies (the “Separation”). To implement the Separation, on September
27, 2023 (the “Distribution Date”), SG Holdings, effected a pro rata distribution to SG Holdings’ stockholders of approximately
30% of the outstanding shares of our Common Stock (the “Distribution”). In connection with the Distribution, each SG Holdings’
stockholder received 0.930886 shares of our Common Stock for every five (5) shares of SG Holdings common stock held as of the close of
business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately
after the Distribution, we were no longer a wholly owned subsidiary of SG Holdings and SG Holdings held approximately 70% of our issued
and outstanding securities. On September 28, 2023, our Common Stock began trading on the Nasdaq Capital Market under the symbol “SGD.”
7
Effective
December 19, 2025, we changed our name to RenX Enterprises Corp. (the “Name Change”). The Name Change was effected by our