RMXI 8-K
Rmx Industries, Inc. (RMXI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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:
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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
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. A copy of the Certificate of Change described in Item 5.03 is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2026, RMX Industries, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Change (the “Certificate of Change”), pursuant to Nevada Revised Statutes 78.209, to effect a one-for-three (1-for-3) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of class A common stock, $0.001 par value per share (the “Class A Common Stock”), and class B common stock, $0.001 par value per share (the “Class B Common Stock”). The Reverse Split will be effective as of 5:00 p.m. Eastern Time on July 24, 2026 (4:00 p.m. Central Time) (the “Effective Time”). Pursuant to the Nevada Revised Statutes 78.207, a company’s board of directors has the authority to effect a reverse stock split without stockholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced.
Prior to the Reverse Split, the Company was authorized to issue 200,000,000 shares of common stock, consisting of 196,400,000 shares of Class A Common Stock and 3,600,000 shares of Class B Common Stock. As a result of the Reverse Split, each three (3) pre-split shares of Class A Common Stock or Class B Common Stock outstanding will automatically combine into one (1) new share of Class A Common Stock or Class B Common Stock without any action on the part of the holders, and the Company will be authorized to issue 66,666,666 shares of common stock, consisting of 65,466,666 shares of Class A Common Stock and 1,200,000 shares of Class B Common Stock. The number of shares of preferred stock that the Company is authorized to issue will not be impacted. As a result of the Reverse Split, the number of outstanding shares of Class A Common Stock will be reduced from 30,045,216 to approximately 10,015,072 and the number of outstanding shares of Class B Common Stock will be reduced from 1,000,000 to approximately 333,334. The new CUSIP number for the Class A Common Stock following the Reverse Split will be 76133N208.
The Reverse Split is being effected in order to the price per share of the Class A Common Stock to improve the marketability and liquidity.
No fractional shares will be issued as a result of the Reverse Split. Stockholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the one (1) for three (3) Reverse Split ratio will automatically be entitled to receive one whole share of Class A Common Stock or Class B Common Stock for each such fractional share. All of the Company’s current outstanding warrants to purchase shares of Class A Common Stock and other derivatives automatically adjust per their terms to reflect the Reverse Split.
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Item 7.01 Other Events.
On July 24, 2026, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 24, 2026, the Company sent a letter to its shareholders announcing the Reverse Split. A copy of the letter is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01 (including Exhibits 99.1 and 99.2 hereto), shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release and the statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative of such terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating to expectations about future results or events are based upon information available to the Company as of the date of the press release and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Change filed with the Secretary of State of the State of Nevada on July 22, 2026 | |
| 99.1 | Press Release dated July 24, 2026 | |
| 99.2 | Letter to Shareholders dated July 24, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 24, 2026 | RMX INDUSTRIES, INC. | |
| /s/ Karl Kit | ||
| Name: | Karl Kit | |
| Title: | Chief Executive Officer and President | |
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Exhibit 3.1
Business Entity - Filing Acknowledgement 07/23/2026 Work Order Item Number: W2026072201487-5356683 Filing Number: 20265916218 Filing Type: Certificate Pursuant to NRS 78.209 Filing Date/Time: 7/22/2026 1:35:00 PM Filing Page(s): 1 Indexed Entity Information: Entity ID: E24167452022-2 Entity Name: RMX Industries, Inc. Entity Status: Active Expiration Date: None Commercial Registered Agent VCORP SERVICES, LLC 701 S. CARSON STREET, SUITE 200, Carson City, NV 89701, USA FRANCISCO V. AGUILAR Secretary of State STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE C. MURPHY HEBERT Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
Filed in the Office of Secretary of State State Of Nevada Business Number E24167452022-2 Filing Number 20265916218 Filed On 7/22/2026 1:35:00 PM Number of Pages 1
Exhibit 99.1
RMX Industries Announces Reverse Stock Split
DALLAS, Texas — July 24, 2026 — RMX Industries, Inc. (“RMX” or the “Company”) (OTCQB: RMXI), an edge intelligence company developing physical-edge intelligence solutions for real-world operational environments, today announced a 1-for-3 reverse stock split (the “Reverse Split”) of its class A common stock, $0.0001 par value per share (the “Class A Common Stock”), and its class B common stock, $0.0001 par value per share (the “Class B Common Stock” and together with the Class A Common Stock, the “common stock”). The Reverse Split is being effected in order to increase the price per share of the Class A Common Stock to improve its marketability and liquidity.
The Company’s Class A Common Stock will continue to be quoted on the OTCQB® Venture Market of OTC Markets Group, Inc. (“OTCQB”) under the symbol “RMXI” and will begin trading on a split-adjusted basis when the market opens on Monday, July 27, 2026. The new CUSIP number for the Company’s Class A Common Stock following the Reverse Split will be 76133N208.
As a result of the Reverse Split, every three shares of the Company’s issued and outstanding common stock as of the effective time will be combined into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share. All of the Company’s current outstanding equity awards, warrants to purchase shares of common stock and other derivatives automatically adjust per their terms to reflect the reverse split. Also, as a result of the Reverse Split, the number of the Company’s authorized shares of Class A Common Stock and Class B Common Stock will be proportionally reduced from 196,400,000 and 3,600,000, respectively, to 65,466,666 and 1,200,000, respectively.
Registered stockholders are not required to take any action to receive post-Reverse Split shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Split will automatically be reflected in their brokerage accounts. Additional information about the Reverse Split can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2026.
About RMX: RMX Industries, Inc. (OTCQB: RMXI) is an edge intelligence company building physical-edge intelligence solutions for operational and mission-critical environments, drawing on a legacy in video optimization and data transfer technology. RMX is focused on platforms, such as its proprietary edge intelligence platform, QuantrusX™, that bring intelligence closer to the real world, supporting faster data interpretation, local response, and trusted decision-making where connectivity, time, and context matter. For more information, visit www.rmx.io.
Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that are subject to various risks and uncertainties. In addition, our representatives or we may make forward-looking statements orally or in writing from time to time. We base these forward-looking statements on our expectations and projections about future events, which we derive from the available information. Such forward-looking statements relate to future events or our future performance, including our financial performance and projections, revenue and earnings growth, and business prospects and opportunities. You can identify forward-looking statements by those that are not historical facts, particularly those that use terminology such as “intends,” “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including the risks described in the risk factors section of the reports and other documents that we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.
Media Contact: [email protected]
Investor Relations: [email protected]
Exhibit 99.2
July 24, 2026
Dear Fellow Shareholders,
RMX Industries, Inc. (the “Company or “RMX”) has successfully completed the initial commercial deployment of our flagship product, QuantrusX, and is now focused on scaling the business. QuantrusX is our edge intelligence platform designed for mission-critical, real-world operational environments, enabling intelligent processing and decision-making at the edge where speed, reliability, and security are paramount.
Our immediate priority is to scale the business to capitalize on what customer deployments, prospect engagement, and market feedback indicates is a significant market opportunity. Achieving that scale will require additional growth capital. RMX has entered into an agreement for an up to $50 million contingent financing facility that fully becomes available upon the successful completion of our uplisting to a national securities exchange. Accordingly, obtaining that listing remains one of the Company's highest strategic priorities.
An uplisting to a national securities exchange, such as the NYSE American, represents a meaningful milestone for both RMX and our shareholders as we expect it to provide access to a broader institutional and retail investor base, increased visibility within the investment community, improved trading liquidity, and the credibility associated with trading on a regulated national exchange. We believe these benefits will strengthen the Company's competitive position and better support our long-term growth strategy.
As part of the uplisting process, the Company intends to implement a 1-for-3 reverse stock split to satisfy the NYSE American's listing requirements effective July 24, 2026, at 5:00 p.m. ET. We recognize that a reverse stock split is a significant corporate action. Our objective remains to build long-term shareholder value while improving liquidity in our common stock.
We appreciate your continued confidence and support as we execute our strategy and pursue this important next chapter in the Company's growth. We look forward to sharing additional milestones and developments in the months ahead.
Sincerely,
| /s/ Karl Kit | |
| Karl Kit | |
| Chief Executive Officer | |
| RMX Industries, Inc. |
IMPORTANT NOTICES: This letter contains forward-looking statements that are subject to various risks and uncertainties. In addition, our representatives or we may make forward-looking statements orally or in writing from time to time. We base these forward-looking statements on our expectations and projections about future events, which we derive from the available information. Such forward-looking statements relate to future events or our future performance, including our financial performance and projections, revenue and earnings growth, and business prospects and opportunities. You can identify forward-looking statements by those that are not historical facts, particularly those that use terminology such as “intends,” “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements, including the risks described in the risk factors section of the reports and other documents that we file with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.
| RMX Industries, Inc. - 4514 Cole Ave - Ste 600 - Dallas - TX 75205 |  |