### S-3 - REGISTRATION STATEMENT
S-3
1
ea0290782-s3_renx.htm
REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on May 15, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
RenX
Enterprises Corp. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
87-1375590 |
(State or other jurisdiction
of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
100 Biscayne
Blvd., #1201
Miami, Florida
33132
(786) 808-5776
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
David Villarreal
Chief Executive
Officer
100 Biscayne
Blvd., #1201
Miami, Florida
33132
(786) 808-5776
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copy to:
Leslie Marlow, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
1271 Avenue of
the Americas
New York, New
York 10020
Telephone: (212)
885-5000
Facsimile: (212)
885-5001
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:
☐
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is
a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The Selling Stockholders named in this prospectus may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and the Selling Stockholders named in this prospectus are not soliciting offers to buy these securities
in any state or other jurisdiction where the offer or sale is not permitted.
Subject
to completion, dated May 15, 2026
PRELIMINARY PROSPECTUS
13,022,458 Shares of Common Stock
This prospectus relates to the resale by the
selling stockholders named in this prospectus (the “Selling Stockholders”) from time to time of up to 13,022,458 shares of
our common stock, par value $0.001 per share (the “Common Stock”), of RenX Enterprises Corp. (the “Company,”
“we,” “our,” or “us”). The shares of Common Stock being registered herewith consist of: (i) up to
an aggregate of 2,393,784 shares of Common Stock (the “First Conversion Shares”) issuable upon the conversion of those certain
senior convertible notes in the aggregate principal amount of $6,300,000 (the “First Notes”) that we issued to the Selling
Stockholders on May 4, 2026 (the “First Closing Date”) pursuant to that securities purchase agreement, dated April 30, 2026
(the “Purchase Agreement”), by and between us and the Selling Stockholders, as more fully described in this prospectus, (ii)
up to 3,917,099 shares of Common Stock (the “First Warrant Shares”) issuable upon exercise of certain accompanying warrants
(the “First Warrants”) that were issued to the Selling Stockholders together with the First Notes on May 4, 2026 pursuant
to the Purchase Agreement, (iii) up to an aggregate of 2,545,770 shares of Common Stock (the “Second Conversion Shares” and,
together with the First Conversion Shares, the “Conversion Shares”) issuable upon the conversion of those certain senior
convertible notes in the aggregate principal amount of $6,700,000 (the “Second Notes” and, together with the First Notes,
the “Notes”) that we will issue to the Selling Stockholders promptly after effectiveness of the registration statement on
Form S-3, of which this prospectus forms a part; and (iv) up to 4,165,805 shares of Common Stock (the “Second Warrant Shares”
and, together with the First Warrant Shares, the “Warrant Shares”) that will be issuable upon exercise of certain accompanying
warrants (the “Second Warrants” and, together with the First Warrants, the “Warrants”) that we will issue to
the Selling Stockholders together with the Second Notes promptly after effectiveness of the registration statement on Form S-3, of which
this prospectus forms a part.
The 4,939,554 shares of Common Stock issuable
upon conversion of the Notes (the “Conversion Shares”) assumes the full conversion of the Notes, plus accrued interest, into
shares of Common Stock, at the conversion price of $2.895 per share (assuming the Notes accrued interest at 10% for a period of twelve
(12) months), without giving effect to any default interest or penalties which may accrue thereunder and without regard to any conversion
limitations set forth in the Notes. The Warrants are exercisable immediately upon issuance, have a term of six years from the date of
issuance and are exercisable at a price of $2.67 per share of Common Stock. The Conversion Shares and the Warrant Shares are collectively
referred to as (the “Private Placement Shares”).
The First Notes and the First Warrants were,
and the Second Notes and Second Warrants will be, issued in reliance upon the exemption from the registration requirements in Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, as
applicable. We are registering the Private Placement Shares for resale by the Selling Stockholders.
We are filing this registration statement on
Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations to register the resale of the Private Placement
Shares by the Selling Stockholders. See “Selling Stockholders” beginning on page 16 of this prospectus for more information
about the Selling Stockholders. Our registration of the shares of Common Stock covered by this prospectus does not mean that the Selling
Stockholders will offer or sell any of such shares of Common Stock. The Selling Stockholders named in this prospectus, or their donees,
pledgees, transferees or other successors-in-interest, may resell the shares of Common Stock covered by this prospectus through public
or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
For additional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section
of this prospectus entitled “Plan of Distribution.”
The issuance of the shares of Common Stock covered
by this prospectus could cause substantial dilution to our existing stockholders. The number of shares covered by this prospectus represents
approximately 521% of the number of shares of Common Stock outstanding as of the date of this prospectus. The actual number of shares
of Common Stock that we issue to the Selling Stockholders may be less than the aggregate number of shares covered by this prospectus.
Please refer to risk factor entitled “ The issuance of all of the shares of Common Stock covered by this prospectus will significantly
increase the total number of shares of Common Stock issued and outstanding and thereby cause our existing stockholders to experience
substantial dilution ” on page 7 of this prospectus. For additional information regarding the terms of the Notes and the Warrants,
including those terms which may affect the number of Conversion Shares and Warrant Shares that may be issued to the holders of the Notes
and the Warrants, you should refer to the section of this prospectus entitled “The Private Placement.”
We will not receive any of the proceeds from
the sale of Common Stock by the Selling Stockholders. However, we will receive proceeds from the exercise of the Warrants, if the Warrants
are exercised by the Selling Stockholders for cash. We intend to use those proceeds, if any, for general corporate purposes.
Any Private Placement Shares subject to resale
hereunder will have been issued by us and acquired by the Selling Stockholders prior to any resale of such shares pursuant to this prospectus.
No underwriter or other person has been engaged
to facilitate the sale of the Private Placement Shares in this offering. We will bear all costs, expenses and fees in connection with
the registration of the Private Placement Shares. The Selling Stockholders will bear all commissions and discounts, if any, attributable
to their respective sales of the Private Placement Shares.
Shares of our Common Stock are traded on the
Nasdaq Capital Market (“Nasdaq”) under the symbol “RENX.” On May 13, 2026, the closing sale price of our Common
Stock on Nasdaq was $2.17 per share.
We are an “emerging growth company”
and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply
with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the sections of this prospectus
entitled “Prospectus Summary - Implications of Being an Emerging Growth Company” and “Prospectus Summary – Implications
of Being a Smaller Reporting Company.”
We may amend or supplement this prospectus from
time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements
carefully before you make an investment decision.
Investment in our Common Stock involves risk.
See “Risk Factors” contained in this prospectus on page 6, under similar headings in our annual and periodic reports filed
from time to time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable
prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents
we incorporate by reference, before you invest in our Common Stock.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2026.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS |
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ii |
PROSPECTUS SUMMARY |
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1 |
THE OFFERING |
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4 |
RISK FACTORS |
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6 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
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9 |
THE PRIVATE PLACEMENT |
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10 |
USE OF PROCEEDS |
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15 |
SELLING STOCKHOLDERS |
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16 |
PLAN OF DISTRIBUTION |
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19 |
LEGAL MATTERS |
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20 |
EXPERTS |
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20 |
WHERE YOU CAN FIND MORE INFORMATION |
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20 |
INFORMATION OF CERTAIN DOCUMENTS BY REFERENCE |
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21 |
The registration statement containing this
prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered
under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities
and Exchange Commission. See “Where You Can Find More Information.”
Information contained in, and that can be accessed
through our web site, www.renxent.com, shall not be deemed to be part of this prospectus or incorporated herein by reference
and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered
hereunder.
Unless the context otherwise requires, the terms
““we,” “us,” “our,” “the Company,” “RenX” and “our business”
refer to RenX Enterprises Corp. and “this offering” refers to the offering contemplated in this prospectus.
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration
process, the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not
receive any proceeds from the sale by the Selling Stockholders of the Private Placement Shares offered by them described in this prospectus.
This prospectus provides
you with a general description of the Private Placement Shares that the Selling Stockholders may offer. A prospectus supplement may also
add, update or change information contained in this prospectus. To the extent that any statement made in an accompanying prospectus supplement
is inconsistent with statements made in this prospectus, the statements made in this prospectus will be deemed modified or superseded
by those made in the accompanying prospectus supplement. You should read both this prospectus and any accompanying prospectus supplement
together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation
of Certain Documents by Reference.”
Neither we nor the Selling Stockholders have
authorized anyone to provide you with any information or to make any representations other than those contained, or incorporated by reference,
in this prospectus, any post-effective amendment, or any applicable prospectus supplement or free-writing prospectus prepared by or on
behalf of us or to which we have referred you. We and the Selling Stockholders take no responsibility for and can provide no assurance
as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the Private Placement
Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the
information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth
on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date
of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement is delivered, or securities
are sold, on a later date.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
This prospectus and the information incorporated
herein by reference include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and
trade names included or incorporated by reference into this prospectus, any applicable prospectus supplement or any related free writing
prospectus are the property of their respective owners.
ii
PROSPECTUS SUMMARY
This summary highlights certain
information about us and selected information contained elsewhere in this prospectus and in the documents we incorporate by reference.
This summary does not contain all of the information you should consider before investing in our Common Stock. You should read this entire
prospectus and the documents incorporated by reference carefully, especially the risks of investing in our Common Stock discussed under
and incorporated by reference in “Risk Factors” on page 6 of this prospectus, along with our consolidated financial
statements and notes to those consolidated financial statements and the other information incorporated by reference in this prospectus,
before making an investment decision.
On October 8, 2024, we effected
a 1-for-20 reverse stock split of our then-outstanding Common Stock (the “2024 Stock Split”). All share and per
share amounts set forth in this prospectus from the period prior to the 2024 Stock Split have been retroactively adjusted to reflect
the 2024 Stock Split.
On March 26, 2026, we effected a 1-for-20
reverse stock split of our then-outstanding Common Stock (the “2026 Stock Split”). All share and per share amounts set forth
in this prospectus from the period prior to the 2026 Stock Split have been retroactively adjusted to reflect the 2026 Stock Split.
The Company
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 into
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.
We currently operate in three segments:
biomass recycling, logistics, and real estate. 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.
Risks Associated
with this Offering
Our business
and our ability to implement our business strategy are subject to numerous risks, as more fully described in the section of this prospectus
entitled “Risk Factors” and under similarly titled headings of the documents incorporated herein by reference. You should
read these risks before you invest in our securities. We may be unable, for many reasons, including those that are beyond our control,
to implement our business strategy. In particular, risks associated with this offering include:
| ● | If
we fail to comply with the continued listing requirements of Nasdaq, our Common Stock may be delisted and the price of our Common Stock
and our ability to access the capital markets could be negatively impacted. |
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It is not possible
to predict the actual number of shares of Common Stock we will issue upon conversion of the Notes. |
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The sale of
a substantial amount of our shares in the public market could adversely affect the prevailing market price of our securities. |
1
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The issuance
of the shares of Common Stock covered by this prospectus could significantly increase the total number of shares of Common Stock
issued and outstanding and thereby cause our existing stockholders to experience substantial dilution. |
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Under the Purchase
Agreement, we are subject to certain restrictive covenants that may make it difficult to procure additional financing. |
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Investors who
buy shares at different times will likely pay different prices. |
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We have additional
securities available for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock. |
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Stockholders
may experience significant dilution as a result of potential future financings that we may effect. |
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An active trading
market for our Common Stock may not be sustained. |
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Our share price
may be subject to substantial volatility, and stockholders may lose all or a substantial part of their investment. |
Implications
of Being an Emerging Growth Company
We are an
“emerging growth company” as defined in the federal securities laws. An emerging growth company may take advantage of specified
reduced reporting requirements that are otherwise generally applicable to public companies. As a result:
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● |
we are required
to have only two years of audited financial statements and only two years of management’s discussion and analysis of financial
condition and results of operation in this prospectus; |
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we are not
required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and financial
statements (i.e., an auditor discussion and analysis) compliance with new or revised accounting standards until they are made applicable
to private companies; |
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● |
we are not
required to engage an auditor to provide an attestation to report on our internal control over financial reporting pursuant to Section
404(b) of the Sarbanes-Oxley Act of 2002; |
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● |
we are not
required to comply with certain disclosure requirements related to executive compensation, such as the requirement to disclose the
correlation between executive compensation and performance and the requirement to present a comparison of our Chief Executive Officer’s
compensation to our median employee compensation; and |
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● |
we are not
required to submit certain executive compensation matters to stockholder advisory votes, such as “say on pay,” “say
on frequency” and “say on golden parachute arrangements.” |
2
We may take
advantage of these reduced reporting and other requirements until the earlier of (i) the last day of the first fiscal year following
the fifth anniversary of the completion of this offering; (ii) the last day of the first fiscal year in which we have total annual gross
revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer”
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if
the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal
quarter of such fiscal year; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period.
We have elected
to take advantage of certain of the reduced disclosure obligations in this prospectus and the registration statement of which this prospectus
is a part, and we may elect to take advantage of other reduced reporting requirements in the future. As a result, the information that
we provide to our stockholders may be different than, and not comparable to, information presented by other public reporting companies.
Implications of Being a Smaller
Reporting Company
We are also
a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We
will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our shares held by non-affiliates
equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed
fiscal year and the market value of our shares held by non-affiliates equals or exceeds $700 million as of the prior June 30th. Such
reduced disclosure and corporate governance obligations may make it more challenging for investors to analyze our results of operations
and financial prospects. We may be a smaller reporting company even after we are no longer an emerging growth company.
Corporate Information
We were incorporated in Delaware on
February 27, 2021. Our principal executive office is located at 100 Biscayne Blvd., Floor 12, Suite 1201, Miami, Florida 33132,
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
prospectus.
In December 2022, Safe & Green
Holdings Corp. (“SG Holdings”), the then owner of 100% of our issued and outstanding securities, announced its plan to separate
Safe and Green Development 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”). 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. SG Holdings no longer holds any of our issued and outstanding securities. On September 28, 2023, our Common Stock began trading
on the Nasdaq Capital Market under the symbol “SGD.”
Effective December 19, 2025, we changed
our corporate name to RenX Enterprises Corp. and our Common Stock began trading on the Nasdaq Capital Market under the symbol “RENX.”
3
THE OFFERING
This prospectus relates to the resale
or other disposition from time to time by the Selling Stockholders identified in this prospectus of up to 13,022,458 Private Placement
Shares. None of the Private Placement Shares registered for resale hereby are being offered for sale by us.
Shares of Common Stock outstanding
prior to this offering |
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2,613,877 shares |
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Shares of Common Stock offered by the Selling Stockholders |
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13,022,458 shares of our
Common Stock, consisting of: (i) 2,393,784 shares of Common Stock issuable upon the conversion of the First Notes, assuming the full
conversion of the First Notes, plus accrued interest, into shares of Common Stock, at the conversion price of $2.895 per share (assuming
the First Notes accrued interest at 10% for a period of twelve (12) months), without giving effect to any default interest or penalties
which may accrue thereunder and without regard to any conversion limitations set forth in the First Notes; (ii) 3,917,099 shares
of Common Stock issuable upon exercise of the First Warrants; (iii) 2,545,770 shares of Common Stock issuable upon the conversion
of the Second Notes, assuming the full conversion of the Second Notes, plus accrued interest, into shares of Common Stock, at the
conversion price of $2.895 per share (assuming the Second Notes accrued interest at 10% for a period of twelve (12) months), without
giving effect to any default interest or penalties which may accrue thereunder and without regard to any conversion limitations set
forth in the Second Notes; and (iv) 4,165,805 shares of Common Stock issuable upon exercise of the Second Warrants . |
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Terms of the offering |
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The Selling Stockholders
and any of their pledgees, assignees and successors-in-interest will determine when and how they sell the Private Placement Shares
offered in this prospectus and may, from time to time, sell any or all of their shares covered hereby on Nasdaq or any other stock
exchange, market or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at
fixed or negotiated prices. See “Plan of Distribution.” |
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Common Stock outstanding after this offering |
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15,636,335 |
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Registration Rights |
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In connection with the
Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of
April 30, 2026, with each of the Selling Stockholders. Under the terms of the Registration Rights Agreement, we agreed to prepare
and file this registration statement with respect to the registration of the Private Placement Shares by the Selling Stockholders
by the 15th calendar day following the First Closing Date and to use commercially reasonable efforts to have the registration statement
declared effective as promptly as possible thereafter , and
in any event not more than 60 days following the First Closing Date (or 75 days following the First Closing Date in the event of
a “full review” by the SEC) (the “Initial Registration Statement Effectiveness Date” ) .
The Registration Rights Agreement further provides that we shall use commercially reasonable efforts to keep such registration statement
effective at all times until all securities covered by such registration statement have been sold or may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with the current public
information requirement under Rule 144. |
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Use of Proceeds |
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The Selling Stockholders
will receive all of the proceeds from the sale of any Private Placement Shares sold by them pursuant to this prospectus. We will
not receive any proceeds from the sale of the Private Placement Shares by the Selling Stockholders (although we may receive proceeds
from the exercise of the Warrants, to the extent such Warrants are exercised for cash by the Selling Stockholders). See “ Use
of Proceeds ” in this prospectus. |
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Risk Factors |
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You should read the “Risk
Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors
to consider before deciding to purchase shares of our Common Stock. |
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Nasdaq symbol |
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Shares of our Common Stock
are listed on Nasdaq under the symbol “RENX.” |
4
Except as otherwise indicated, the
number of shares of Common Stock to be outstanding immediately after this offering is based on 2,613,877 shares of Common Stock outstanding
as of May 8, 2026, and excludes:
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● |
1,934,926 shares of
Common Stock issuable upon the exercise of warrants outstanding at a weighted average exercise price of $3.49 per share, which
excludes the First Warrant Shares; |
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10,114 shares of Common
Stock issuable upon the conversion of 33,713 outstanding shares of Series A Convertible Preferred Stock (the “Series A Preferred
Stock”); |
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2,048 shares of Common
Stock issuable upon the conversion of 551 outstanding shares of Series B Non-Voting Convertible Preferred Stock (the “Series
B Preferred Stock”); |
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20,000 shares of Common
Stock issuable upon the exercise of options outstanding at a weighted average exercise price of $5.40 per share; |
|
|
|
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1,105,314 shares of Common
Stock issuable upon the exercise of outstanding convertible notes in the aggregate principal amount of $6,042,985.39, plus interest
of $168,872.47 as of May 8, 2026, at the conversion price of $5.62 per share, which excludes the First Conversion Shares issuable
upon conversion of the First Notes; and |
|
|
|
|
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92,924 shares of Common
Stock reserved for future issuance under the Company’s 2023 Incentive Compensation Plan (the “2023 Plan”). |
Unless otherwise indicated, all information
contained in this prospectus assumes no exercise of the outstanding warrants or options, no conversion of the outstanding shares of Series
A Preferred Stock and Series B Preferred Stock and no settlement of outstanding restricted stock units described in the bullets above.
5
RISK FACTORS
Investing in our shares of Common Stock involves
a high degree of risk. Before deciding whether to invest in our Common Stock, you should consider carefully the risks and uncertainties
described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks
and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K and our subsequent Quarterly
Reports on Form 10-Q, which are incorporated by reference in this prospectus, as well as any updates thereto contained in subsequent
filings with the SEC or any free writing prospectus, before deciding whether to purchase our Common Stock in this offering. All of these
risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference are material risks currently
known, expected or reasonably foreseeable by us. However, the risks described below and incorporated by reference are not the only ones
that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating
results, prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition,
and results of operations could be seriously harmed. This could cause the trading price of our Common Stock to decline, resulting in
a loss of all or part of your investment. For more information, see the section entitled “Where You Can Find More Information.”
If we fail to comply with the continued
listing requirements of Nasdaq, our Common Stock may be delisted and the price of our Common Stock and our ability to access the capital
markets could be negatively impacted.
Our Common Stock is currently listed for trading
on Nasdaq. We must satisfy Nasdaq’s continued listing requirements, including, among other things, a minimum stockholders’
equity of $2.5 million and a minimum closing bid price of $1.00 per share or risk delisting, which would have a material adverse
effect on our business. A delisting of our Common Stock from Nasdaq could materially reduce the liquidity of our Common Stock and result
in a corresponding material reduction in the price of our Common Stock. In addition, delisting could harm our ability to raise capital
through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors,
suppliers, customers and employees and fewer business development opportunities.
On January 26, 2026, we received a letter from
Nasdaq notifying us that for the preceding 30 consecutive business days (December 5, 2025 through January 20, 2026), 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) (“Minimum Bid Price
Requirement”). The notice had no immediate effect on the listing or trading of our Common Stock, which continues to trade on the
Nasdaq Capital Market under the symbol “RENX.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a compliance
period of 180 calendar days, or until July 27, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). On December 8, 2025, our
stockholders approved and authorized us to amend our Amended and Restated Certificate of Incorporation, as amended, to effect a reverse
stock split at a ratio of 1-for-5 to 1-for-20, and on March 26, 2026, we effected the 1-for-20 reverse stock split of our then-outstanding
Common Stock. Nasdaq Listing Rule 5810(c)(3)(A)(iv) states that any listed company that fails to meet the Minimum Bid Price Requirement
and has effected a reverse stock split over the prior one-year period, or has effected one or more reverse stock splits over the prior
two-year period with a cumulative ratio of 250 shares or more to one, will not be eligible for an automatic 180-day grace compliance
period and the Nasdaq Listing Qualifications Department is obligated to immediately issue a delisting determination if it should fail
to meet any continued listing requirements. Therefore, if we were to fail to meet any continued listing requirements we would immediately
be issued a delisting determination. Further, the Nasdaq rule provides that a company will not be considered to have regained compliance
with the minimum bid price requirement if the company takes an action to achieve compliance (such as a reverse split) and that action
results in our security falling below the numeric threshold for another listing requirement.
On April 10, 2026, we received written notice
(“Listing Notification”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
us that hawse had regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital
Market maintain a minimum bid price of $1.00 per share. Nasdaq notified the Company in the Listing Notification that for the last 10
consecutive business days, from March 26, 2026 through April 9, 2026, the closing bid price of our Common Stock has been at $1.00 per
share or greater and, accordingly, we had regained compliance with Nasdaq Listing Rule 5550(a)(2) and that the matter was now closed.
Additionally, Nasdaq has recently proposed a
new rule change to (i) adopt Listing Rules 5450(a)(3) and 5550(a)(6) to require issuers listed on the Nasdaq Global and Capital Markets,
respectively, to maintain a minimum Market Value of Listed Securities (as defined in Nasdaq Listing Rule 5005(a)(23)) of at least $5.0
million for a period of 30 consecutive business days, and (ii) amend Rule 5810 to suspend trading and immediately delist from Nasdaq
securities of issuers that do not satisfy the proposed new requirements, and Rule 5815 to set forth the procedures for requesting a hearing
before a Hearings Panel and the scope of the Panel’s discretion (collectively, the “Proposed $5 Million MVLS Rule”).
On April 28, 2026, the SEC notified Nasdaq that it had determined to delay the implementation of the new standards to seek additional
public feedback on the Proposed $5 Million MVLS Rule, providing the public at least 21 days to comment on the proposed rule. As of May
8, 2026, the market value of our listed securities is less than $5 million. If the SEC approves the Proposed $5 Million MVSL Rule and
the market value of our listed securities does not meet the $5.0 million requirement as of the date it goes into effect, our securities
will be subject to delisting.
6
There is no assurance that we will maintain compliance
with all applicable requirements for continued listing on Nasdaq. If our Common Stock were delisted from Nasdaq, trading of our Common
Stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market
maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking
to buy, our Common Stock on an over-the-counter market, and many investors would likely not buy or sell our Common Stock due to difficulty
in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other
reasons. In addition, as a delisted security, our Common Stock would be subject to SEC rules as a “penny stock,” which impose
additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost
per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the
price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our Common Stock. In addition,
delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may
result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities.
For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our Common Stock, causing the
value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations,
including our ability to attract and retain qualified employees and to raise capital.
It is not possible to predict the
actual number of shares of Common Stock we will issue upon conversion of the Notes.
The Selling Stockholders have the option to determine
whether the obligations outstanding under the Notes are paid in cash or shares of Common Stock. Accordingly, the actual number of shares
of Common Stock that will be issued upon conversion of the Notes, if any, cannot be determined at this time.
The sale of a substantial amount of our
shares in the public market could adversely affect the prevailing market price of our securities.
We are registering for resale up to 13,022,458
shares of our Common Stock, which is a significant number of shares compared to the current number of shares of our Common Stock issued
and outstanding. Sales of a substantial amount of shares of our Common Stock in the public market, or the perception that such sales
might occur, could adversely affect the market price of our Common Stock. The issuance of the Conversion Shares and the Warrant Shares,
for example, is likely to further depress the price of our Common Stock, which could, among other factors, make it more difficult for
us to maintain compliance with Nasdaq’s continued listing requirements. We cannot predict if and when the Selling Stockholders
may sell such shares of our Common Stock in the public markets. Furthermore, in the future, we may issue additional shares of our Common
Stock or other equity or debt securities convertible into shares of our Common Stock. Any such issuance could result in substantial dilution
to our existing stockholders and could cause the market price of our securities to decline.
The issuance of the shares of Common Stock
covered by this prospectus could significantly increase the total number of shares of Common Stock issued and outstanding and thereby
cause our existing stockholders to experience substantial dilution.
The shares of Common Stock being offered pursuant
to this prospectus represent Conversion Shares and Warrant Shares. As of May 8, 2026, there were 2,613,877 shares of Common Stock outstanding
(prior to any deemed issuance of any Conversion Shares or First Warrant Shares). The number of shares covered by this prospectus represents
approximately 598% of the number of shares of Common Stock issued and outstanding as of the date of this prospectus. As a result, if
we are required to issue the maximum number of Private Placement Shares that are being registered hereunder, an existing stockholder’s
proportionate interest in us will be substantially diluted. The actual number of shares of Common Stock that we issue to the Selling
Stockholders may be less than the aggregate number of shares covered by this prospectus.
Under the Purchase Agreement, we are subject
to certain restrictive covenants that may make it difficult to procure additional financing.
The Purchase Agreement contains restrictive covenants
which restrict our ability to issue securities or file additional registration statements. If we require additional funding while these
restrictive covenants remain in effect, we may be unable to effect a financing transaction on terms acceptable to us, or at all, while
also remaining in compliance with the terms of the Purchase Agreement, or we may be forced to seek a waiver from the purchasers party
to the Purchase Agreement, which such purchasers are not obligated to grant to us.
Investors who
buy shares at different times will likely pay different prices.
Investors who purchase
Private Placement Shares in this offering at different times will likely pay different prices, and so may experience different levels
of dilution and different outcomes in their investment results. The Selling Stockholders may sell such Private Placement Shares at different
times and at different prices.
7
We have additional securities available
for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock.
We may from time-to-time issue additional shares
of Common Stock or preferred stock. In addition, as opportunities present themselves, we may enter into financing or similar arrangements
in the future, including the issuance of debt securities, Common Stock or preferred stock. Any future issuances of Common Stock or securities
convertible into Common Stock, would further dilute the percentage ownership of us held by holders of Common Stock. In addition, the
issuance of certain securities, may be used as an “anti-takeover” device without further action on the part of our stockholders,
and may adversely affect the holders of the Common Stock.
Stockholders may experience significant
dilution as a result of potential future financings.
Purchasers of the Private Placement Shares in
this offering, as well as our existing stockholders, will experience significant dilution if we sell additional shares at prices significantly
below the price at which they invested. In addition, we may issue additional shares of Common Stock or other equity securities exercisable
for shares of Common Stock in connection with, among other things, future acquisitions of additional companies or assets, or under our
equity incentive plans, in certain cases without stockholder approval. Our existing stockholders may experience significant dilution
if we issue shares of Common Stock in the future at prices below the price at which previous stockholders invested.
Our issuance of additional shares of Common Stock
or other Common Stock equivalents would have the following effects:
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our existing
stockholders’ proportionate ownership interest in us will decrease; |
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the relative voting strength
of each previously outstanding ordinary share may be diminished; and |
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the market price of our
Common Stocks may decline. |
An active trading market for our Common
Stock may not be sustained.
Although our Common Stock is listed on Nasdaq,
the market for our Common Stock has demonstrated varying levels of trading activity. Furthermore, the current level of trading may not
be sustained in the future. The lack of an active market for our Common Stock may impair investors’ ability to sell their shares
of Common Stock at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their
shares of Common Stock and may impair our ability to raise capital to continue to fund operations by selling shares and may impair our
ability to utilize our shares as consideration in any licensing or other collaboration transactions with third parties.
Our share price may be subject to substantial
volatility, and stockholders may lose all or a substantial part of their investment.
Our Common Stock is currently traded on Nasdaq.
There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our Common
Stock may not necessarily be a reliable indicator of our fair market value. The price at which our Common Stock trades may fluctuate
as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating
results, actual or anticipated announcements of new releases by us or competitors, the gain or loss of sources of revenues, changes in
the estimates of our operating performance, market conditions in our industry and the economy as a whole.
8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference into this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that relate to future
events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “anticipate,”
“aim,” “believe,” “contemplate,” “continue,” “could,” “design,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,”
“poise,” “project,” “potential,” “suggest,” “should,” “strategy,”
“target,” “will,” “would,” and similar expressions or phrases, or the negative of those expressions
or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus
and incorporated by reference into this prospectus, we caution you that these statements are based on our projections of the future that
are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance
or achievements expressed or implied by these forward-looking statements, to differ. The section in this prospectus entitled “ Risk
Factors ” and the sections in our periodic reports, including the Annual Report on Form 10-K for the year ended December 31,
2025 filed with the SEC, on April 1, 2026 entitled “Business,” “Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” as well as other sections in this prospectus and the documents
or reports incorporated by reference into this prospectus, discuss some of the factors that could contribute to these differences.
Please consider our forward-looking statements
in light of those risks as you read this prospectus and the documents incorporated by reference into this prospectus. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
You should not assume that the information contained
in this prospectus is accurate as of any date other than as of the date of this prospectus, or that any information incorporated by reference
into this prospectus is accurate as of any date other than the date of the document so incorporated by reference. Except as required
by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could
differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.
If one or more of these or other risks or uncertainties
materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All
subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified
in their entirety by this Note. Before purchasing any securities, you should consider carefully all of the factors set forth or referred
to in this prospectus and the documents incorporated by reference that could cause actual results to differ.
We may not actually achieve the plans, intentions
or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
Forward-looking statements should be regarded solely as our current plans, estimates and beliefs. We have included important factors
in the cautionary statements included in this document, particularly in the section entitled “ Risk Factors ” of this
prospectus that we believe could cause actual results or events to differ materially from the forward-looking statements that we
make. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
All forward-looking statements are qualified in their entirety by this cautionary statement. Our forward-looking statements
do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. You
should read this prospectus and the documents that we have filed as exhibits to this prospectus and incorporated by reference herein
completely and with the understanding that our actual future results may be materially different from the plans, intentions and expectations
disclosed in the forward-looking statements we make. The forward-looking statements contained in this prospectus are made as
of the date of this prospectus and we do not assume any obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by applicable law.
9
THE PRIVATE PLACEMENT
On April 30, 2026, we entered into a securities
purchase agreement (the “Purchase Agreement”) with the Selling Stockholders related to a tranched private placement
transaction (the “Private Placement”) of senior convertible preferred notes (collectively the “April PIPE Notes”)
and warrants (collectively, the “April PIPE Warrants”) to purchase shares of Common Stock, as more particularly set forth
below. Pursuant to the Purchase Agreement, we (i) issued and sold to the Selling Stockholders, at the initial closing on May 4, 2026
(the “First Closing”), the First Notes in the aggregate principal amount of $6,300,000 the First Warrants to purchase an
aggregate of 3,917,099 shares of Common Stock (which is equal to 180% of the face value of the First Notes divided by $2.895 (the “Initial
Conversion Price”)), (ii) agreed to issue and sell to the Selling Stockholders, at a second closing (the “Second Closing”),
the Second Notes in the aggregate principal amount of $6,700,000 and the Second 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 Notes divided by the Initial Conversion Price), such issuance
to occur promptly after effectiveness of this Registration Statement (the “Initial Registration Statement”) registering the
Conversion Shares and the Warrant Shares; and (iii) agreed to sell and issue to the Selling Stockholders, additional April PIPE Notes
in the aggregate principal amount of up to $87,000,000 (the “Additional Notes”) and April PIPE Warrants (the “Additional
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 Notes that may be issued, divided by the Initial Conversion Price (the “Additional Warrant Shares”)), such issuances
of Additional Notes and Additional Warrants to be at additional closings (each, an “Additional Closing” and together with
the First Closing and Second Closing, each a “Closing”) from time to time as determined by us and the Selling Stockholders,
subject to the Company’s and the Selling Stockholders’ mutual consent to such sales and issuances and certain conditions
being met.
Dawson James Securities, Inc. (“Dawson
James”) served as our exclusive placement agent in connection with the Private Placement pursuant to the terms of a placement agency
agreement (the “Placement Agency Agreement”), dated April 30, 2026, entered into between us and Dawson James. Pursuant to
the Placement Agency Agreement, Dawson James is entitled to receive (i) a cash fee equal to 4.6% of the aggregate gross proceeds of the
Private Placement, (ii) up to $55,000 for legal fees and expenses, and (iii) a warrant exercise fee of 7% of the gross cash proceeds
received as a result of the exercise for cash of any warrants that have been or may be issued pursuant to the Purchase Agreement or any
warrants issued in connection with our private placement that closed on February 17, 2026.
Set forth below is a summary of the Private Placement
transaction and the related agreements. Copies of the related agreements have been filed as exhibits to this registration statement and
our Current Report on Form 8-K, filed with the SEC on May 5, 2026. You are encouraged to review the full text of such agreements.
The First Closing
The First 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 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 Purchase Agreement plus $0.225. Assuming that the First Notes accrue
interest at 10% for a period of 12 months, the First Notes would be convertible into an aggregate of 2,393,784 shares of Common Stock,
based on the Initial Conversion Price. The First Warrants have a term of six years from the date of issuance and are exercisable at a
price of $2.67 per share of Common Stock (the “Exercise Price”).
The First Closing of the Private Placement occurred
on May 4, 2026, the First Closing Date. The net proceeds to us from the First Closing of the 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
The Second Closing shall occur promptly after
effectiveness of the registration statement, of which this prospectus forms a part, registering the First Conversion Shares and the Second
Conversion Shares, in each case calculated based on the Initial Conversion Price, and the First Warrant Shares and the Second Warrant
Shares.
The Second Notes shall have the same terms as
the First 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 Conversion Price. Assuming that the Second Notes accrue
interest at 10% for a period of 12 months, the Second Notes would be convertible into an aggregate of 2,545,770 shares of Common Stock,
based on the First Conversion Price. The Second Warrants will have a term of six years from the date of issuance and will be exercisable
at the Exercise Price.
The net proceeds to us from the Second Closing
of the 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 Private Placement, following the Second Closing, for the repayment of certain outstanding senior convertible notes
(the “February Notes”) sold and issued to the Selling Stockholders pursuant to that securities purchase agreement, dated
as of February 12, 2026 (the “February Notes”), in an amount equal to 110% of the outstanding aggregate principal amount
of such February Notes.
10
Additional Closings
Subject to the satisfaction of certain closing
conditions, including the mutual agreement of us and the Selling Stockholders, 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.
The Additional Notes, if any, shall have the
same terms as the First 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 Notes are issued and sold and that such
Additional Notes accrue interest at 10% for a period of 12 months, the Additional Notes would be convertible into an aggregate of 33,056,996
shares of Common Stock, based on the First Conversion Price. The Additional Warrants, if any, will have a term of six years from the
date of issuance and will be exercisable at the Exercise Price.
The Securities Purchase Agreement
Restrictions on Subsequent Equity Sales
The Purchase Agreement provides that, (i) from
the date of the Purchase Agreement, with respect to the First Closing, and, (ii) from the date of each Closing, with respect to
each Closing other than the First Closing, and in each case, until the date that is 30 trading days following each applicable Registration
Statement Effectiveness Date (as defined below), we and our subsidiaries may not issue, enter into any agreement to issue or announce
the issuance or proposed issuance of any shares of Common Stock or common stock equivalents or file any registration statement or amendment
or supplement thereto other than a registration statement providing for the resale of the shares of Common Stock issuable upon exercise
of the April PIPE Warrants (the “April PIPE Warrant Shares”) and the shares of Common Stock issuable upon conversion of the
April PIPE Notes (the “April PIPE Conversion Shares”), subject to certain other limited exceptions.
The Purchase Agreement further provides that
until the date on which the April PIPE Notes are no longer outstanding, we will be prohibited from effecting or entering into an agreement
to effect any issuance by us or any of our subsidiaries of Common Stock or common stock equivalents (or a combination of units thereof)
involving a Variable Rate Transaction (as defined therein).
Participation in Future Financings
Pursuant to the Purchase Agreement, until 12
months after the date on which the April PIPE Notes are no longer outstanding, upon us or any of our subsidiaries issuing any securities,
including Common Stock, preferred stock, Indebtedness (as defined in the Purchase Agreement) or options or securities convertible into
shares of Common Stock (a “Subsequent Financing”), the Selling Stockholders shall have the right to participate in the Subsequent
Financing up to an amount, in the aggregate, equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the
same terms, conditions and price provided for in the financing.
The Purchase Agreement provides that at no time
can the participation rights granted pursuant thereto together with all pre-existing rights granted to such Selling Stockholder to participate
in any Subsequent Financing exceed such Selling Stockholders’ respective pro rata portion of the Participation Maximum.
Stockholder Approval
Pursuant to the Purchase Agreement, we agreed
to hold a meeting of stockholders at the earliest practical date after the First Closing Date (and in no event later than 60 days after
the First Closing Date) (the “Stockholder Meeting Deadline”) and use our reasonable best efforts to obtain (i) such
approval as may be required under the applicable rules of Nasdaq from our stockholders with respect to the issuance of April PIPE Conversion
Shares at the Alternate Conversion Price (as defined in the April PIPE Notes) and (ii) approval from our stockholders of a reverse
stock split of Common Stock at a ratio to be determined by our Board of Directors in its discretion (the “Stockholder Approval”).
If, despite our reasonable best efforts the Stockholder
Approval is not obtained within 180 days of the First Closing Date, we are obligated to cause an additional stockholder meeting to be
held within 120 days thereafter.
11
Miscellaneous
Pursuant to the Purchase Agreement, we also agreed
to restructure or equitize certain outstanding promissory notes previously issued to related parties, in the aggregate principal amount
of $6,305,517, no later than 30 calendar days following the First Closing Date.
The Purchase Agreement contains customary representations,
warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties.
Among other things, each of the Selling Stockholders represented to us, that it is an “accredited investor” (as such term
is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)), and
we sold, and to the extent not yet sold, will sell, the securities in reliance upon an exemption from registration contained in Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder.
Securities Issued
The April Pipe Notes
The April PIPE Notes mature twelve (12) months
from their date of issuance (subject to extension under certain circumstances) (the “Maturity Date”), bear interest at a
rate of 10% per annum, and are payable in full on the Maturity Date. The April PIPE Notes are unsecured and are senior to all other Indebtedness
(as such term is defined in the April PIPE Notes) of the Company and its subsidiaries, with each April PIPE Note ranking pari passu
with all other April PIPE Notes.
The April PIPE Notes are initially convertible,
at the option of the holder, at any time after the date of issuance, into that number of shares of Common Stock equal to the principal
amount of the April PIPE Notes, plus all accrued and unpaid interest and late charges and any other unpaid amounts, at the Initial Conversion
Price of $2.895 per share, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events. Subject
to the receipt of Stockholder Approval, the holders of the April PIPE Notes shall have the right, at any time after the later of (i) the
date of the receipt of the Stockholder Approval and (ii) 120 calendar days following the First Closing Date, to convert their April
PIPE Notes or any portion thereof into shares of Common Stock (an “Alternate Conversion”) at a conversion price (the “Alternate
Conversion Price”) equal to the greater of (x) a floor price of $0.534 (which is equal to 20% of the Nasdaq Minimum Price applicable
to the Initial Notes) (the “Floor Price”) and (y) 92% of the lowest volume weighted average price (“VWAP”) in
the ten trading days prior to the date of such Alternate Conversion.
The holders of the April PIPE Notes are prohibited
from converting the April PIPE Notes into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates,
would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common Stock issued
and outstanding immediately after giving effect to such exercise.
The April PIPE Notes are redeemable by us at
any time, at our option, in whole or in part, at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus
accrued interest, if any.
The April PIPE Notes contain certain customary
and other events of default. If an event of default occurs, from and after the occurrence, and during the continuance of, an such event
of default, the interest rate of the April PIPE Notes shall automatically increase to 18% per annum until such event of default is cured.
Additionally, if an event of default occurs, the holders of outstanding April PIPE Notes may, regardless of whether such event of default
has been cured, require us to redeem all or any portion of the outstanding April PIPE Notes at a price equal to the greater of (i) the
product of (A) the value of the April PIPE Notes to be redeemed multiplied by (B) 110% and (ii) the product of (X) the value of the April
PIPE Notes to be redeemed, divided by the Initial Conversion Price, multiplied by (Y) the product of (1) 110% multiplied by (2) the greatest
closing sale price of the Common Stock on any trading day during the period commencing on the date immediately preceding such event of
default and ending on the date we make the entire payment.
Pursuant to the April PIPE Notes, we shall not
enter into or be a party to a Fundamental Transaction (as such term is defined in the April PIPE Notes) unless (i) the successor entity
assumes in writing all of the obligations under the April PIPE Notes and the other transaction documents and (ii) the successor entity
is a publicly traded corporation whose common stock is quoted on or listed for trading on an eligible market, as set forth in the April
PIPE Notes.
While the April PIPE Notes are outstanding, subject
to certain exempt issuances, if we sell, offer or grant any option or right to purchase, or otherwise disposes of or sells any equity
security or equity-linked or related security, any convertible securities any preferred stock or other securities, the holders of outstanding
April PIPE Notes shall have the right, in their sole discretion, to require that we apply up to 30% of the gross proceeds from such sales
or offers to redeem all, or any portion, of the outstanding April PIPE Notes at a price equal to 110% of the amount of the April PIPE
Note being redeemed.
Without giving effect to any default interest
or penalties which may accrue thereunder, assuming the issuance and sale of all April PIPE Notes, the full conversion of the April PIPE
Notes plus accrued interest in full into Common Stock without regard to any conversion limitations set forth in the April PIPE Notes
(assuming the April PIPE Notes accrued interest at 10% for a period of 12 months) and that the April PIPE Notes are converted at the
Initial Conversion Price, approximately 2,393,784, 2,545,770 and 33,056,996 shares of Common Stock would be issuable upon conversion
of the Initial Notes, the Second Notes and the Additional Notes, respectively.
Without giving effect to any default interest
or penalties which may accrue thereunder, assuming the issuance and sale of all April PIPE Notes, full conversion of the April PIPE Notes
plus accrued interest in full into Common Stock without regard to any conversion limitations set forth in the April PIPE Notes (assuming
the April PIPE Notes accrued interest at 10% for a period of 12 months) and that the April PIPE Notes are converted at the Floor Price,
approximately 12,977,530, 13,801,499 and 179,213,485 shares of Common Stock would be issuable upon conversion of the Initial Notes, the
Second Notes and the Additional Notes, respectively.
12
The April PIPE Warrants
Exercise Price
The April PIPE Warrants shall be immediately
exercisable upon issuance, have a term of six years from the date of issuance, and be exercisable for shares of Common Stock at the Exercise
Price of $2.67 per share; provided that the exercise price and number of shares of Common Stock issuable upon exercise of the April PIPE
Warrants are subject to customary adjustments pursuant to stock dividends, stock splits or similar events.
Cashless Exercise
In the event there is no effective registration
statement registering, or the prospectus contained therein is not available for the resale of the shares of Common Stock issuable upon
exercise of the outstanding April PIPE Warrants (the “April PIPE Warrant Shares”), the April PIPE Warrants may be exercised,
in whole or in part, by means of a “cashless exercise” in which case the holder will be entitled to receive a number of April
PIPE Warrant Shares equal to the quotient obtained by dividing, (x) (A) as applicable, the VWAP of the Common Stock on the date
immediately preceding the exercise date (if the notice of exercise is (1) both executed and delivered on a day that is not a Trading
Day (as defined in the April PIPE Warrant) or (2) both executed and delivered on a trading day prior to the opening of “regular
trading hours) or the bid price of the Common Stock as of the time of the holder’s execution of the applicable notice of exercise
(if the notice of exercise is executed during “regular trading hours” on a trading day), less the exercise price of the April
PIPE Warrant, multiplied by (B) the number of April PIPE Warrant Shares that would be issuable upon exercise of the April PIPE Warrant
if the exercise were by means of a cash exercise rather than a cashless exercise, by (y) the price used in (A).
Fundamental Transaction
If a Fundamental Transaction (as such term is
defined in the April PIPE Warrant) occurs, then the successor entity will succeed to, and be substituted for the Company, and may exercise
every right and power that we may exercise and will assume all of our obligations under the April PIPE Warrants with the same effect
as if such successor entity had been named in the April PIPE Warrant itself. If holders of the Common Stock are given a choice as to
the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the
consideration it receives upon any exercise of the April PIPE Warrant following such Fundamental Transaction. In certain circumstances,
the holder will have the right to receive the Black Scholes Value of the April PIPE Warrant calculated pursuant to a formula set forth
in the April PIPE Warrants, payable either in cash or under certain circumstances in the same type or form of consideration that is being
offered and being paid to the holders of the Common Stock as described in the April PIPE Warrants.
Rights of Holder
Except as otherwise provided in the April PIPE
Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holder of a April PIPE Warrant does not have the
rights or privileges of a holder of the Common Stock, including any voting rights, until the holder exercises the April PIPE Warrant.
Limitations on Exercise
The holders of the April PIPE Warrants are prohibited
from exercising the April PIPE Warrants for shares of Common Stock if, as a result of such conversion, such holder, together with its
affiliates, would beneficially own in excess of 4.99% (or, at the option of the holder, 9.99%) of the total number of shares of Common
Stock issued and outstanding immediately after giving effect to such exercise.
The Registration Rights Agreement
In connection with the Private Placement, we
entered into a registration rights agreement (the “Registration Rights Agreement”), dated April 30, 2026, with the Selling
Stockholders, pursuant to which we agreed to prepare and file registration statements with the SEC registering the resale of the April
Pipe Conversion Shares and the April Pipe Warrant Shares.
13
Specifically, the Registration Rights Agreement
provides that we shall file the Initial Registration Statement registering (i) the Initial Conversion Shares then issued and issuable
upon conversion of the Initial Notes (assuming on such date the Initial Notes are converted at the Initial Conversion Price without regard
to any conversion limitations contained therein), (ii) all Initial Warrant Shares issued and issuable upon the exercise of the Initial
Warrants (without regard to any exercise limitations therein), (iii) the Second Conversion Shares to be issuable upon conversion of the
Second Notes to be issued upon effectiveness of the Initial Registration Statement (assuming on such date the Second Notes are converted
at the Initial Conversion Price without regard to any conversion limitations contained therein), and (iv) all Second Warrant Shares to
be issuable upon the exercise of the Second Warrants (without regard to any exercise limitations therein). We are required to file the
Initial Registration Statement no later than 15 calendar days after the First Closing Date (the “Initial Registration Statement
Filing Date”), and to use its commercially reasonable efforts to have the Initial Registration Statement declared effective as
promptly as possible thereafter, and in any event not more than 60 days following the First Closing Date (or 75 days following the First
Closing Date in the event of a “full review” by the SEC) (the “Initial Registration Statement Effectiveness Date”).
The Registration Rights Agreement further provides
that we shall file another registration statement (the “Second Registration Statement”) registering the difference between
(i) the sum of the Initial Conversion Shares and the Second Conversion Shares, assuming conversion at the Floor Price, and (ii) the Initial
Conversion Shares and the Second Conversion Shares registered pursuant to the Initial Registration Statement. We are required to file
the Second Registration Statement no later than 10 calendar days after the date on which we receive Stockholder Approval (the “Second
Registration Statement Filing Date”) and to use our commercially reasonable efforts to have the Second Registration Statement declared
effective as promptly as possible thereafter, and in any event not more than 60 days following the Second Registration Statement Filing
Date (or 75 days following the Second Registration Statement Filing Date in the event of a “full review” by the SEC) (the
“Second Registration Statement Effectiveness Date”).
Finally, the Registration Rights Agreement provides
that we shall file an additional registration statement (an “Additional Registration Statement”) registering (i) all shares
of Common Stock then issued and issuable upon conversion in full of the Additional Notes (assuming on such date that the Additional Notes
are converted in full at the Floor Price of the Additional Notes without regard to any conversion limitations therein) and (ii) all
Additional Warrant Shares then issued and issuable upon exercise of the Additional Warrants issued and issuable in the Additional Closing
(assuming on such date that such Additional Warrants are exercised at the initial exercise price in full without regard to any exercise
limitations therein). We are required to file each Additional Registration Statement no later than 10 calendar days after the date of
such Additional Closing (the “Additional Registration Statement Filing Date” and, together with the Initial Registration
Statement Filing Date and the Second Registration Statement Filing Date, the “Filing Date”) and to use our commercially reasonable
efforts to have such Additional Registration Statement declared effective as promptly as possible thereafter, and in any event not more
than 60 days following the Additional Registration Statement Filing Date (or 75 days following the Additional Registration Statement
Filing Date in the event of a “full review” by the SEC) (the “Additional Registration Statement Effectiveness Date”
and, together with the Initial Registration Statement Effectiveness Date and the Second Registration Statement Effectiveness Date, the
“Effectiveness Date”).
Pursuant to the Registration Rights Agreement,
we will be required to pay to the Selling Stockholders liquidated damages in the event any registration statement is not filed by the
applicable Filing Date or declared effective by the applicable Effectiveness Date, and in certain other limited circumstances, on a monthly
basis until cured. The Registration Rights Agreement further provides that we shall use commercially reasonable efforts to keep such
registration statements effective at all times until all securities covered by such registration statements have been sold or may be
sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be in compliance with
the current public information requirement under Rule 144.
The Placement Agency Agreement
Dawson James served as our exclusive placement
agent in connection with the Private Placement pursuant to the terms of the Placement Agency Agreement. Pursuant to the Placement Agency
Agreement, Dawson James is entitled to receive (i) a cash fee equal to 4.6% of the aggregate gross proceeds of the Private Placement,
(ii) up to $55,000 for legal fees and expenses, and (iii) a warrant exercise fee of 7% of the gross cash proceeds received as a result
of the exercise for cash of any April PIPE Warrants or any warrants issued in connection our private placement that closed on February
17, 2026.
Pursuant to the Placement Agency Agreement, certain
of our officers of executed, and each of our other officers and directors shall execute on or before the Second Closing, lock-up agreements,
pursuant to which they agreed, or shall agree, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares
of capital stock of the Company until 30 days after the effective date of the Initial Registration Statement. The Placement Agency Agreement
further provides that we shall deliver executed lock-up agreements from each of our other officers and directors and holders of more
than 5% of the outstanding shares of Common Stock similar lock-ups shall be delivered in connection with the Second Closing providing
for a lock-up period of 30 days after the effective date of the Initial Registration Statement(s).
14
USE OF PROCEEDS
We will not receive any proceeds from the sale
of the Private Placement Shares by the Selling Stockholders. We will, however, receive up to an aggregate of approximately $21.6 million
in cash from the exercise of the Warrants, assuming the exercise in full for cash of all the Warrants, which we intend to use for working
capital and general corporate purposes.
The Selling Stockholders will receive all of
the proceeds of the sale of Private Placement Shares offered from time to time pursuant to this prospectus. Accordingly, we will not
receive any proceeds from the sale of the Private Placement Shares that may be sold from time to time pursuant to this prospectus. See
“Plan of Distribution” elsewhere in this prospectus for more information.
15
SELLING STOCKHOLDERS
The Private Placement Shares being offered by
the Selling Stockholders are those issuable to the Selling Stockholders upon conversion of the Notes and exercise of the Warrants. Included
in the Private Placement Shares being offered by the Selling Stockholders are: an aggregate of 4,939,554 shares of Common Stock issuable
upon the conversion of the First Notes and Second Notes, assuming the conversion of the full $13,000,000 in principal plus interest of
$1,300,000 (assuming the First Notes and Second Notes accrued interest at 10% for a period of twelve (12) months); and (ii) an aggregate
of 8,082,904 Warrant Shares issuable upon exercise of First Warrants and Second Warrants. The Private Placement Shares being offered
by the Selling Stockholders do not include an aggregate of up to 21,839,475 First Conversion Shares and Second Conversion Shares that
may be issued upon conversion of the First Notes and Second Notes if such conversions are made at the Floor Price (assuming the First
Notes and Second Notes accrued interest at 10% for a period of twelve (12) months), which is subject to receipt of Stockholder Approval
and, if Stockholder Approval is obtained, will be registered under a separate registration statement to be filed with the SEC after Stockholder
Approval is obtained. For additional information regarding the issuances of the Notes and the Warrants, see “The Private Placement,”
above. We are registering the Private Placement Shares in order to permit the Selling Stockholders to offer the Private Placement Shares
for resale from time to time.
Each of the Selling Stockholders entered into
a securities purchase agreement with the Company on October 16, 2025, pursuant to which they purchased shares of Series B Convertible
Preferred Stock (“Series B Preferred Stock”) and warrants from the Company, at a combined purchase price of $25.00 for each
shares of Series B Preferred Stock and accompanying warrant, in a private placement transaction, which closed on October 17, 2025. Additionally,
each of the Selling Stockholders entered into a securities purchase agreement with the Company on February 12, 2026, pursuant to which
they purchased senior convertible notes in the aggregate principal amount of $6,042,985.39, together with warrants to purchase an aggregate
of 1,937,598 shares of Common Stock, in a private placement transaction, which closed on February 17, 2026. Except for the foregoing,
the ownership of the First Notes and the First Warrants and the potential future ownership of any Second Notes, Second Warrants, Additional
Notes and Additional Warrants that they may purchase from the Company in the future pursuant to the Purchase Agreement, the Selling Stockholders
have not had any material relationship with us within the past three years.
The table below lists the Selling Stockholders
and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. The second
column lists the number of shares of Common Stock beneficially owned by each Selling Stockholder, based on its ownership of shares of
Common Stock, the First Notes and the First Warrants, the Second Notes and Second Warrants to be issued promptly after the effectiveness
of the registration statement of which this prospectus forms a part, as well as any other outstanding securities convertible or exercisable
for shares of Common Stock, as of May 8, 2026, assuming conversion and exercise of the First Notes and Second Notes at the Initial Conversion
Price, exercise of the First Warrants and Second Warrants, and the conversion or exercise of any other outstanding securities convertible
or exercisable for shares of Common Stock, as applicable, held by the Selling Stockholders on that date, without regard to any limitations
on exercises or conversions. The second column does not include the shares of Common Stock that may become issuable upon conversion of
the First Note and the Second Note at the Floor Price instead of the Initial Conversion Price, which is subject to receipt of Stockholder
Approval.
The third column lists the shares of Common Stock
being offered by this prospectus by the Selling Stockholders. In accordance with the terms of a Registration Rights Agreement entered
into with the Selling Stockholders, this prospectus generally covers the resale of the maximum number of shares of Common Stock issuable
upon conversion or exercise of the First Notes and Second Notes at the Initial Conversion Price and the First Warrants and Second Warrants,
as applicable, determined as if the First Notes, Second Notes, First Warrants and Second Warrants were converted at the Initial Conversion
Price or exercised in full, as applicable, as of the trading day immediately preceding the date this registration statement was initially
filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment
as provided in the registration right agreement, without regard to any limitations on exercises or conversions.
16
The fourth column assumes the sale of all of
the shares of Common Stock offered by the Selling Stockholders pursuant to this prospectus. Because each Selling Stockholder may dispose
of all, none or some portion of their Private Placement Shares, no estimate can be given as to the number of Private Placement Shares
that will be beneficially owned by a Selling Stockholder upon termination of this offering. For purposes of the table below, however,
we have assumed that after termination of this offering none of the Private Placement Shares covered by this prospectus will be beneficially
owned by the Selling Stockholders and further assumed that the Selling Stockholders will not acquire beneficial ownership of any additional
shares of our Common Stock during the offering. In addition, the Selling Stockholders may have sold, transferred or otherwise disposed
of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the Private Placement Shares in transactions exempt
from the registration requirements of the Securities Act after the date on which the information in the table is presented.
Under the terms of the Notes and the Warrants,
a Selling Stockholder may not convert or exercise its applicable Notes or Warrants to the extent such exercise or conversion, as applicable,
would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of
Common Stock which would exceed 4.99% (or, at the election of the holder, 9.99%) of our then outstanding Common Stock following such
exercise or conversion, as applicable, excluding for purposes of such determination shares of Common Stock issuable upon conversion of
the Notes or exercise of the Warrants which have not been converted or exercised. The number of shares in the second and fourth columns
and the percentage in the fifth column does not reflect this limitation. The Selling Stockholders may sell all, some or none of their
shares in this offering. See “Plan of Distribution.”
Beneficial ownership is determined in accordance
with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes our shares of Common Stock with respect to which the Selling
Stockholders have sole or shared voting and investment power. The percentage of our shares of Common Stock beneficially owned by the
Selling Stockholders prior to the offering shown in the table below is based on 2,613,877 shares of our Common Stock outstanding on May
8, 2026.
| |
Shares
of
Common | | |
Maximum
Number | | |
Shares
of Common Stock
To Be Beneficially Owned | |
| |
Stock | | |
of
Private | | |
Immediately
Following | |
| |
Beneficially | | |
Placement | | |
the
Sale of the Private | |
| |
Owned | | |
Shares | | |
Placement
Shares | |
| |
Prior to
the | | |
Being Offered | | |
Offered
for Resale | |
Name
of Selling Stockholder | |
Offering | | |
for
Resale | | |
Number | | |
Percentage | |
| |
| | |
| | |
| | |
| |
Alto Opportunity
Master Fund, SPC (1) | |
| 3,601,125 | | |
| 3,255,615 | | |
| 345,510 | | |
| 5.6 | % |
Anson Investments Master Fund
LP (2) | |
| 8,717,668 | | |
| 7,325,131 | | |
| 1,392,537 | | |
| 12.3 | % |
Anson East Master Fund LP
(3) | |
| 2,905,891 | | |
| 2,441,712 | | |
| 464,179 | | |
| 8.4 | % |
* |
Represents
less than one percent (1%) of the outstanding Common Stock |
(1) |
Shares of Common Stock
beneficially owned prior to the Offering includes: (i) 50 shares of Common Stock; (ii) 2,048 shares of Common
Stock issuable upon conversion of 551 shares of Series B Preferred Stock; (iii) 175,514 shares of Common Stock
issuable upon conversion of a February Note held prior to this Offering, in the principal amount of $942,985.39,
plus interest of $43,403.16 (assuming the note accrued interest at 12% through July 7, 2026); (iv) 167,898
shares of Common Stock issuable upon exercise of warrants held prior to the Offering; (vi) 598,446 shares
of Common Stock issuable upon conversion of a First Note in the principal amount of $1,575,000, plus interest
of $157,500 (assuming the First Note accrued interest at 10% for a period of twelve (12) months); (vii) 979,275
First Warrant Shares issuable upon exercise of First Warrants; (viii) 636,443 shares of Common Stock that
will become issuable upon conversion of a Second Note in the principal amount of $1,675,000, plus interest
of $167,500 (assuming the Second Note accrued interest at 10% for a period of twelve (12) months); and (ix)
1,041,451 Second Warrant Shares issuable upon exercise of Second Warrants. The Shares of Common Stock beneficially
owned prior to the Offering does not include 134,564 shares of common stock issuable upon exercise of certain
outstanding warrants issued in February 2026, the exercise of which is subject to stockholder approval, or
an additional 2,645,937 First Conversion Shares and 2,813,932 Second Conversion Shares that may become issuable
upon exercise of the First Notes and Second Notes, respectively, if conversions are made at the Floor Price,
which is subject to receipt of the Stockholder Approval.
Ayrton Capital LLC, the investment manager to Alto Opportunity Master
Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master
Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity
as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership
of these shares. The address of Alto Opportunity Master Fund, SPC is c/o Ayrton LLC 55 Post Road, W, 2 nd Floor, Westport,
Connecticut 06880.
|
17
(2) |
Shares of Common Stock beneficially owned
prior to the Offering includes: (i) 711,932 shares of Common Stock issuable upon conversion of a February Note held prior to
this Offering, in the principal amount of $3,825,000, plus interest of $176,054.79 (assuming the note accrued interest at 12%
through July 7, 2026); (ii) 680,605 shares of Common Stock issuable upon exercise of warrants held prior to the Offering; (iii)
1,346,503 shares of Common Stock issuable upon conversion of a First Note in the principal amount of $3,543,750, plus interest
of $354,375 (assuming the First Note accrued interest at 10% for a period of twelve (12) months); (iv) 2,203,368 First Warrant
Shares issuable upon exercise of First Warrants; (v) 1,431,995 shares of Common Stock that will become issuable upon conversion
of a Second Note in the principal amount of $3,768,750, plus interest of $376,875 (assuming the Second Note accrued interest
at 10% for a period of twelve (12) months); and (vi) 2,343,265 Second Warrant Shares issuable upon exercise of Second Warrants.
Shares of Common Stock beneficially owned prior to the Offering does not include 545,829 shares of common stock issuable upon
exercise of certain outstanding warrants issued in February 2026, the exercise of which is subject to stockholder approval, or
an additional 5,953,357 First Conversion Shares and 6,331,348 Second Conversion Shares that may become issuable upon exercise
of the First Notes and Second Notes, respectively, if conversions are made at the Floor Price, which is subject to receipt of
the Stockholder Approval.
Anson Advisors Inc. and Anson Funds Management
LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson IMF”), hold voting and dispositive power over
the Common Shares held by Anson IMF. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of
Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo
each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal
business address of Anson IMF is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
|
|
|
(3) |
Shares of Common Stock beneficially owned prior to the Offering includes
(i) 237,311 shares of Common Stock issuable upon conversion of a February Note held prior to this Offering, in the principal amount of
$1,275,000, plus interest of $58,684.93 (assuming the note accrued interest at 12% through July 7, 2026); (ii) 226,868 shares of Common
Stock issuable upon exercise of warrants held prior to the Offering; (iii) 448,835 shares of Common Stock issuable upon conversion of
a First Note in the principal amount of $1,181,250, plus interest of $118,125 (assuming the First Note accrued interest at 10% for a period
of twelve (12) months); (iv) 734,456 First Warrant Shares issuable upon exercise of First Warrants; (v) 477,332 shares of Common Stock
that will become issuable upon conversion of a Second Note in the principal amount of $1,256,250, plus interest of $125,625 (assuming
the Second Note accrued interest at 10% for a period of twelve (12) months); and (vi) 781,089 Second Warrant Shares issuable upon exercise
of Second Warrants. Shares of Common Stock beneficially owned prior to the Offering does not include 181,942 shares of common stock issuable
upon exercise of certain outstanding warrants issued in February 2026, the exercise of which is subject to stockholder approval, or an
additional 1,984,452 First Conversion Shares and 2,110,449 Second Conversion Shares that may become issuable upon exercise of the First
Notes and Second Notes, respectively, if conversions are made at the Floor Price, which is subject to receipt of the Stockholder Approval.
Anson Advisors Inc. and Anson Funds Management
LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson EMF”), hold voting and dispositive power over the
Common Shares held by Anson EMF. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson
Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim
beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address
of Anson EMF is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
|
18
PLAN OF DISTRIBUTION
Each Selling Stockholder of the Private Placement
Shares and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common
Stock covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities
are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more
of the following methods when selling securities:
|
● |
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
block trades in which the
broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate
the transaction; |
|
|
|
|
● |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an exchange distribution
in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately negotiated transactions; |
|
|
|
|
● |
settlement of short sales; |
|
|
|
|
● |
in transactions through broker-dealers that agree with
the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; |
|
|
|
|
● |
through the writing or
settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
|
|
● |
a combination of any such methods of sale; or |
|
|
|
|
● |
any other method permitted
pursuant to applicable law. |
The Selling Stockholders may also sell securities
under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities
or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other
financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling
Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with
any person to distribute the securities.
The Company is required to pay certain fees and
expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until
the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard
to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the
current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition,
in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under
the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a
copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities
Act).
19
LEGAL MATTERS
The validity of the Private Placement Shares
offered hereby will be passed upon for us by Blank Rome LLP.
EXPERTS
RenX Enterprises Corp.
The consolidated financial statements of RenX Enterprises Corp. (fka
Safe and Green Development Corporation) and Subsidiaries for the two years ended December 31, 2025 and 2024 have been audited
by M&K CPAs, PLLC, independent registered public accounting firm, as set forth in their report thereon appearing in our Annual Report
on Form 10-K for the year ended December 31, 2025, and incorporated by reference herein. Such consolidated financial statements
are incorporated by reference herein in reliance upon such report, which includes an explanatory paragraph on our ability to continue
as a going concern, given on the authority of such firm as experts in accounting and auditing.
Resource Group US Holdings LLC
The financial statements of Resource Group US Holdings LLC for the
two years ended December 31, 2024 and 2023, have been audited by M&K CPAs, PLLC, independent registered public accounting
firm, as set forth in their report thereon appearing in RenX Enterprises Corp.’s Current Report on Form 8-K filed on August 12,
2025, and incorporated by reference herein. Such consolidated financial statements are incorporated by reference herein in reliance upon
such report.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement
we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits
to the registration statement. For further information with respect to us and the securities being offered under this prospectus, we
refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we, the
Selling Stockholders nor any agent, underwriter or dealer has authorized any person to provide you with different information. Neither
we nor the Selling Stockholders are making an offer of these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov .
Additional information about RenX Enterprises Corp. is contained at our website, www.renxent.com . Information on our website is
not incorporated by reference into this prospectus. We make available on our website our SEC filings as soon as reasonably practicable
after those reports are filed with the SEC.
20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
information from other documents that we file with it, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.
We incorporate by reference into this prospectus
and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the
SEC (Commission File No. 001-41581):
|
● |
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on April 1, 2026; |
|
|
|
|
● |
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 15, 2026; |
|
|
|
|
● |
Our definitive proxy statement on Schedule 14A , filed with the SEC
on May 15, 2026; |
| ● | Our
Current Reports on Form 8-K, filed with the SEC on August
12, 2025 , January 6, 2026 ,
January 12, 2026 , January
30, 2026 , February 17,
2026 , March 30, 2026 ,
April 10, 2026 , April
13, 2026 , and May 5, 2026 ;
and |
| ● | The
description of the Common Stock contained in the Registrant’s Registration Statement on Form 10 , initially publicly filed
with the SEC on December 23, 2022, as updated by the description of our Common Stock, filed as Exhibit 4.30 to our Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 1, 2026, including any amendments or reports filed for
the purpose of updating such description. |
We also incorporate by reference all additional
documents that we file with the SEC under the terms of Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that are
made with the SEC (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a
part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to the
termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or
the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and
supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify
and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein
by reference to the extent that statements in the later filed document modify or replace such earlier statements after the date of this
prospectus and until the offering of securities covered by this prospectus has been completed. We are not, however, incorporating, in
each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.
We will provide, without charge, to each person
to whom a copy of this prospectus or any other supplement or amendment forming a part of the registration statement is delivered, including
any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference
herein and therein, including exhibits. Requests should be directed to:
RenX Enterprises Corp.
100 Biscayne Blvd., #1201
Miami, Florida 33132
(786) 808-5776
Any statement contained in this prospectus or
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
21
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in
connection with this registration statement. All of such expenses are estimates, other than the filing fee payable to the Securities
and Exchange Commission.
| |
Amount | |
SEC registration fee | |
$ | 3,669 | |
Legal fees and expenses | |
| 150,000 | |
Accounting fees and expenses | |
| 10,000 | |
Miscellaneous | |
| 6,331 | |
Total: | |
$ | 170,000 | |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware
General Corporation Law (the “DGCL”) empowers a corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors and officers, provided that the person acted in good faith
and in a manner the person reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonable
cause to believe the person’s actions were unlawful. The DGCL further provides that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws,
any agreement, a vote of stockholders or otherwise.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer,
except (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director for
payments of unlawful dividends or unlawful stock repurchases or redemptions; (iv) for any transaction from which the director or
officer derived an improper personal benefit; or (v) an officer in any action by or in the right of the corporation.
Our Amended and Restated Certificate of Incorporation,
as amended (“Charter”), and Second Amended and Restated Bylaws provide for the indemnification of our directors and officers
to the fullest extent permitted under Delaware law.
In addition, as permitted by Delaware law, our
Charter includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain
fiduciary duties as a director, except to the extent such an exemption from liability thereof is not permitted under the DGCL.
As permitted by the DGCL, we have entered into
indemnity agreements with each of our directors and executive officers, that require us to indemnify such persons against any and all
costs and expenses (including attorneys’, witness or other professional fees) actually and reasonably incurred by such persons
in connection with any action, suit or proceeding (including derivative actions), whether actual or threatened, to which any such person
may be made a party by reason of the fact that such person is or was a director or officer or is or was acting or serving as our officer,
director, employee or agent or any of our affiliated enterprises. Under these agreements, we are not required to provide indemnification
for certain matters, including:
| ● | indemnification
beyond that permitted by the DGCL; |
|
● |
indemnification
for any proceeding with respect to the unlawful payment of remuneration to the director or officer; |
|
● |
indemnification
for certain proceedings involving a final judgment that the director or officer is required to disgorge profits from the purchase
or sale of our stock; |
|
● |
indemnification
for proceedings involving a final judgment that the director’s or officer’s conduct was in bad faith, knowingly fraudulent
or deliberately dishonest or constituted willful misconduct or a breach of his or her duty of loyalty, but only to the extent of
such specific determination; |
|
● |
indemnification
for proceedings or claims brought by an officer or director against us or any of our directors, officers, employees or agents, except
for claims to establish a right of indemnification or proceedings or claims approved by our board of directors or required by law; |
|
● |
indemnification
for settlements the director or officer enters into without our consent; or |
|
● |
indemnification
in violation of any undertaking required by the Securities Act or in any registration statement filed by us. |
The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification thereunder.
We have an insurance policy in place that covers
our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise.
22
Item 16. Exhibits.
See the Exhibit Index immediately preceding
the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-3, which Exhibit Index
is incorporated herein by reference.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
|
(i) |
to include
any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(ii) |
to reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
|
(iii) |
to include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement; |
provided , however , that paragraphs
(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
That, for the purpose of determining liability
under the Securities Act to any purchaser:
|
(A) |
Each prospectus
filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date
the filed prospectus was deemed part of and included in the registration statement; and |
|
(B) |
Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided , however ,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date. |
That, for purposes of determining any liability
under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of a Registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
23
EXHIBIT INDEX
Exhibit No. |
|
Description |
3.1 |
|
Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 19, 2023 (File No. 001-41581)). |
3.2 |
|
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 19, 2023 (File No. 001-41581)). |
3.3 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2024 (File No. 001-41581)) |
3.4 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2024 (File No. 001-41581)) |
3.5 |
|
Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on June 4, 2025 (File No. 001-41581)) |
3.6 |
|
Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on June 4, 2025 (File No. 001-41581)) |
3.7 |
|
Certificate of Designation of Series B Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 22, 2025 (File No. 001-41581)) |
3.8 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 22, 2025 (File No. 001-41581)) |
3.9 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 22, 2025 (File No. 001-41581)) |
3.10 |
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 22, 2025 (File No. 001-41581)) |
3.11 |
|
Certificate of Amendment to Amended and Restate Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 30th, 2026 (File No. 001-41581). |
4.1 |
|
Form of Senior Convertible Note, dated May 4, 2026, by and between RenX Enterprises Corp and the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 – Commission File No. 001-41581) |
4.2 |
|
Form of Warrant (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 – Commission File No. 001-41581) |
5.1* |
|
Opinion of Blank Rome LLP |
10.1 |
|
Placement Agency Agreement, dated April 30, 2026, between the Company and Dawson James Securities, Inc. (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 – Commission File No. 001-41581) |
10.2# |
|
Form of Securities Purchase Agreement, dated April 30, 2026, by and between RenX Enterprises Corp and the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 – Commission File No. 001-41581) |
10.3 |
|
Form of Registration Rights Agreement, dated April 30, 2026, by and between RenX Enterprises Corp and the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2026 – Commission File No. 001-41581) |
23.1* |
|
Consent
of M&K CPAs, PLLC, independent registered public accounting firm for the Registrant |
23.2* |
|
Consent of Independent Auditors for Resource Group US Holdings LLC, M&K CPAS, PLLC |
23.3* |
|
Consent of Blank Rome LLP (included in Exhibit 5.1) |
24.1* |
|
Powers of Attorney (included on the signature page of the initial Registration Statement) |
107* |
|
Calculation of Filing Fee Table |
* |
Filed
herewith. |
# |
Schedules
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted
exhibit to the SEC upon request. |
24
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Miami, State of Florida, on the 15 day of May, 2026.
|
RENX ENTERPRISES CORP. |
|
|
|
|
By: |
/s/
David Villarreal |
|
|
David Villarreal |
|
|
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints David Villarreal and/or Nicolai Brune, as his true and lawful agent,
proxy and attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and
all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective
amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act
on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith,
(iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions
which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving,
ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done
by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Person |
|
Capacity |
|
Date |
|
|
|
|
|
/s/ David
Villarreal |
|
Chief Executive Officer and Director |
|
May 15, 2026 |
David Villarreal |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Nicolai
Brune |
|
Chief Financial Officer |
|
May 15, 2026 |
Nicolai Brune |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Peter
G. DeMaria |
|
Director |
|
May 15, 2026 |
Peter G. DeMaria |
|
|
|
|
|
|
|
|
|
/s/ John Scott
Magrane |
|
Director |
|
May 15, 2026 |
John Scott Magrane, Jr. |
|
|
|
|
|
|
|
|
|
/s/ Christopher
Melton |
|
Director |
|
May 15, 2026 |
Christopher Melton |
|
|
|
|
|
|
|
|
|
|
|
Director |
|
May 15, 2026 |
Jeffrey Tweedy |
|
|
|
|
|
|
|
|
|
/s/ Bjarne
Borg |
|
Director |
|
May 15, 2026 |
Bjarne Borg |
|
|
|
|
|
|
|
|
|
/s/ James
D. Burnham |
|
Director |
|
May 15, 2026 |
James D. Burnham |
|
|
|
|
|
|
|
|
|
/s/ Anthony
M. Cialone |
|
Director |
|
May 15, 2026 |
Anthony M. Cialone |
|
|
|
|
25
### EX-5.1 - OPINION OF BLANK ROME LLP
EX-5.1
2
ea029078201ex5-1.htm
OPINION OF BLANK ROME LLP
Exhibit 5.1
1271 Avenue of the Americas |New York, NY 10020
blankrome.com
May 15, 2026
The Board of Directors
RenX Enterprises Corp.
100 Biscayne Blvd., #1201
Miami, Florida 33132
Dear Ladies & Gentlemen:
This opinion is furnished to you in connection
with a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), which registers the resale
by the holders thereof of an aggregate of 13,022,458 shares (the “Shares”) of common stock, par value $0.001 per share (the
“Common Stock”), of RenX Enterprises Corp., a Delaware corporation (the “Company”), which includes (i) up to an
aggregate of 2,393,784 shares of Common Stock (the “First Conversion Shares”) issuable upon the conversion of those certain
senior convertible notes issued by the Company to the selling stockholders identified in the Registration Statement (the “Selling
Stockholders”) on May 4, 2026 (the “Initial Closing Date”) in the aggregate principal amount of $6,300,000 (the “First
Notes”) at the conversion price of $2.895 per share (assuming the First Notes accrued interest at 10% for a period of twelve (12)
months), without giving effect to any default interest or penalties which may accrue thereunder, (ii) up to 3,917,099 shares of Common
Stock (the “First Warrant Shares”) issuable upon exercise of certain accompanying warrants (the “First Warrants”)
that were issued to the Selling Stockholders together with the First Notes on the Initial Closing Date, (iii) up to an aggregate of 2,545,770
shares of Common Stock (the “Second Conversion Shares”) issuable upon the conversion of those certain senior convertible notes
in the aggregate principal amount of $6,700,000 (the “Second Notes” and, together with the First Notes, the “Notes”)
that the Company will issue to the Selling Stockholders promptly after effectiveness of the Registration Statement; and (iv) up to 4,165,805
shares of Common Stock (the “Second Warrant Shares) that will be issuable upon exercise of certain accompanying warrants (the “Second
Warrants” and, together with the First Warrants, the “Warrants”) that the Company will issue to the Selling Stockholders
together with the Second Notes promptly after effectiveness of the Registration Statement. The First Notes and First Warrants were issued
and sold, and the Second Notes and Second Warrants will be sold, to the Selling Stockholders in a private placement offering, pursuant
to the terms of that certain Securities Purchase Agreement, dated as of April 30, 2026 (the “Purchase Agreement”), between
the Company and the Selling Stockholders. Except as otherwise provided herein, all capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Purchase Agreement. This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions set forth herein, we
have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and all exhibits
thereto; (ii) the Purchase Agreement; (iii) the form of Notes; (iv) the form of Warrants; (v) resolutions adopted by the Board of Directors
of the Company (the “Board”); (vi) the amended and restated certificate of incorporation of the Company, as amended; (vii)
the second amended and restated bylaws of the Company; and (vii) such other corporate records, agreements, certificates, including, but
not limited to, certificates or comparable documents of public officials and of officers and representatives of the Company, statutes
and other instruments and documents as we considered relevant and necessary as a basis for the opinions hereinafter expressed.
The Board of Directors
RenX Enterprises Corp.
May 15, 2026
Page 2
In rendering this opinion, we have assumed, without
inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the conformity to the original documents of all documents
submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (iii)
the legal capacity of all natural persons and the genuineness of all signatures on the Registration Statement and all documents submitted
to us; and (iv) that the books and records of the Company are maintained in accordance with proper corporate procedures.
With respect
to the Shares we express no opinion to the extent that future issuances of securities of the Company and/or adjustments to outstanding
securities of the Company cause the Notes and/or the Warrants to be exercisable for more shares of Common Stock than the number that remain
available for issuance.
We have
also assumed that: (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective
under the Securities Act and comply with all applicable laws and such effectiveness shall not have been terminated or rescinded; (ii)
neither the conversion price of the Notes nor the exercise price of the Warrants will be adjusted to an amount below the par value per
share of the Company’s Common Stock; and (iii) at the time of the issuance of the Shares, the Company will be validly existing as
a corporation and in good standing under the laws of the State of Delaware.
Based on
the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that:
| 1. | The First Conversion Shares will be validly issued, fully paid and
non-assessable at such time as the First Conversion Shares are issued and delivered upon the conversion of the First Notes in accordance
with the terms of the First Notes. |
| 2. | The First Warrant Shares will be validly issued, fully paid and
non-assessable at such time as the First Warrant Shares are issued and delivered upon the conversion of the First Warrants in accordance
with the terms of the First Warrants. |
| 3, | The Second Conversion Shares will be validly issued, fully paid
and non-assessable at such time as: (a) the Second Notes have been validly executed and delivered by the Company; (b) the applicable purchase
price of the Second Notes and accompanying Second Warrants, as set forth in the Purchase Agreement, shall have been received by the Company;
and (c) the Second Conversion Shares are issued and delivered upon the conversion of the Second Notes in accordance with the terms of
the Second Notes. |
| 4. | The Second Warrant Shares will be validly issued, fully paid and
non-assessable at such time as: (a) the Second Warrants have been validly executed and delivered by the Company; (b) the applicable purchase
price of the Second Notes and accompanying Second Warrants, as set forth in the Purchase Agreement, shall have been received by the Company;
and (c) the Second Warrant Shares are issued and delivered upon the exercise of the Second Warrants in accordance with the terms of the
Second Warrants. |
The opinions
expressed herein are limited exclusively to the General Corporation Law of the State of Delaware (the “DGCL”) and applicable
provisions of the Delaware Constitution and reported judicial decisions interpreting the DGCL and such provisions of the Delaware Constitution
and we have not considered, and express no opinion on, any other laws or the laws of any other jurisdiction.
The Board of Directors
RenX Enterprises Corp.
May 15, 2026
Page 3
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption
“Legal Matters” in the Registration Statement. In giving our consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ BLANK ROME LLP |
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BLANK ROME LLP |
### EX-23.1 - CONSENT OF M&K, CPAS, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE REGI
EX-23.1
3
ea029078201ex23-1.htm
CONSENT OF M&K, CPAS, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE REGISTRANT
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference
in the Prospectus constituting a part of this Registration Statement on Form S-3 of our report dated March 31, 2025, relating to the audit
of the financial statements of RenX Enterprises Corp. (fka Safe and Green Development Corporation) as of December 31, 2025 and December
31, 2024 and for the annual periods then ended, in the Annual Report filed by RenX Enterprises Corp. on Form 10-K for the year ended December
31, 2025.
We also consent to the reference to our Firm under
the caption Experts in the Prospectus.
/s/ M&K CPAs, PLLC |
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The Woodlands, TX |
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May 15, 2026 |
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