RMX INDUSTRIES, INC.

false 0001970743 0001970743 2026-04-17 2026-04-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 RMX INDUSTRIES, INC. (Exact name of Company as specified in its charter) Nevada 333-294940 88-2960484 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4514 Cole Ave , Ste. 600 , Dallas , TX 92075 (Address of principal executive offices) (Zip Code) ( 866 ) 706-4276 (Company’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ EXPLANATORY NOTE With respect to the private placement offering described below, RMX Industries, Inc. (the “Company”) is filing this Current Report on Form 8-K under Item 1.01, Item 3.02, and Item 9.01 notwithstanding the fact that the Company was not a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended, as of April 17, 2026, when the events relating to the private placement offering occurred, because the Company believes the information contained herein is important to investors. The Company became a reporting company on April 20, 2026, when its registration statement on Form S-1 (File No. 333-294940) was declared effective by the Securities and Exchange Commission. 1 Item 1.01 Entry into a Material Definitive Agreement. Intellectual Property Purchase Agreement On May 8, 2026, RMX Industries, Inc. (the “Company”) entered into an intellectual property purchase agreement (the “IP Purchase Agreement”) with Apollo Group Enterprises, LLC (“Apollo”), pursuant to which the Company will acquire all of Apollo’s right, title and interest in and to certain intellectual property assets described therein relating to software platforms (the “IP Assets”) in consideration for issuing Apollo 1,500,000 shares (the “Consideration Shares”) of Class A Common Stock, $0.001 par value per share, of the Company (the “Class A Common Stock”). Pursuant to the IP Purchase Agreement, the closing shall occur no later than May 17, 2026 (the “Closing”). At the Closing, the Company shall issue the Consideration Shares and Apollo shall deliver title to the IP Assets. The Consideration Shares shall be fully vested at the time of issuance, but shall bear restrictive legends and be subject to a lock-up period of 180 days following such issuance and an additional leak-out period of 180 days following the lock-up period, during which sales of the Consideration Shares shall be limited to no more than 10% of the average daily trading volume per trading day. The IP Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and warranties as well as to any breach or failure to perform any covenant, agreement, or obligation contained therein, and indemnification by Apollo of the Company and its affiliates with respect to certain damages arising from or relating to any excluded asset, any third-party non-frivolous intellectual property right claim existing on or prior to the Closing, and any taxes attributable to the IP Assets for any period ending on or prior to the Closing. In the case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying party will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $50,000. However, this threshold limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful misconduct or intentional misrepresentation by the indemnifying party, excluded assets, or taxes. In addition, the aggregate remedy with respect to any and all indemnifiable losses may in no event exceed the value of the Consideration Shares as of the Closing. However, this remedy limitation does not apply to claims for breaches of certain fundamental representations and warranties, fraud, willful misconduct or intentional misrepresentation by the indemnifying party, excluded assets, or taxes. The IP Purchase Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and the description above is qualified in its entirety by reference to such exhibit. Private Placement Offering On April 17, 2026, the Company conducted a closing of its ongoing private placement offering (the “Offering”) and entered into a subscription agreement (the “Subscription Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell 54.4 units (the “Units”), with each Unit consisting of (i) an unsecured 18% promissory note (the “Note”) and (ii) a five year warrant to purchase shares of Class A Common Stock with an exercise price of $0.50 per share (the “Warrants”). The Warrants are exercisable immediately and may be exercised on a cashless basis. Each Unit was priced $25,000 and included a Note with an aggregate principal amount of $25,000 and a Warrant to purchase 50,000 shares of Class A Common Stock. The gross proceeds from the Offering were $1,360,000, or up to $2,720,000 if the Warrants are fully exercised for cash, and will be used for working capital and general corporate purposes. The Notes mature on the earlier of June 30, 2026, or upon the occurrence of a Liquidity Event. A “Liquidity Event” is any of the following: (i) a firm commitment underwritten initial public offering or direct listing of the Class A Common Stock, resulting in a listing of the Class A Common Stock on a national securities exchange, (ii) an acquisition of the Company as a result of a sale of all or substantially all of the capital stock or assets of the Company to any unaffiliated third person, (iii) the merger of the Company with a special purpose acquisition corporation listed on a national securities exchange (a “SPAC”) or a subsidiary of a SPAC, in which transaction the stockholders of the Company own a majority of the equity securities of the SPAC following the closing thereof, or (iv) the consummation of a merger of the Company with a fully reporting public corporation without any significant business activities that is then trading on a national securities exchange. The Company may prepay the Notes in full at any time with no prepayment penalty. Upon the occurrence of any Event of Default (as defined in the Note), at the option and upon the declaration of the holders of a majority in principal amount of the Notes and upon written notice to the Company, the Notes shall accelerate and all principal and unpaid accrued interest shall become due and payable. 2 The Subscription Agreement contains customary representations, warr