RMXI 10-Q
Rmx Industries, Inc. (RMXI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period from ___________ to ___________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
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 | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
As of August 12, 2026, there were a total of
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3. | Defaults Upon Senior Securities | 12 |
| Item 4. | Mine Safety Disclosures | 12 |
| Item 5. | Other Information | 12 |
| Item 6. | Exhibits | 13 |
| SIGNATURES | 14 | |
i
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
RMX Industries, Inc.
Unaudited Condensed Consolidated Financial Statements
1
RMX INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Cash, cash equivalents and restricted cash | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill and intangibles | ||||||||
| ROU asset, net of amortization | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Deferred revenue | ||||||||
| ROU, current liability | ||||||||
| Derivative liability | ||||||||
| Notes payable and interest (net of discount) | ||||||||
| Total current liabilities | ||||||||
| ROU, long term liability | ||||||||
| Deferred revenue | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock Class A, $ | ||||||||
| Common stock Class B, $ | ||||||||
| Preferred stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
RMX INDUSTRIES, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Payroll, compensation and benefits | ||||||||||||||||
| Professional services | ||||||||||||||||
| Marketing and advertising | ||||||||||||||||
| Research and development expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Debt discount amortization and derivative loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on warrants conversion | ( | ) | ( | ) | ||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
RMX INDUSTRIES, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)
| Common Stock Class A |
Common Stock Class B |
Preferred Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Options issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Acquisition of business and assets | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ( | ) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Warrants issued for notes payable | - | - | - | |||||||||||||||||||||||||||||||||
| Common stock issued for cash | - | - | ||||||||||||||||||||||||||||||||||
| Options issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Acquisition of business and assets | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Warrants issued for notes payable | - | - | - | |||||||||||||||||||||||||||||||||
| Options issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Conversion of common stock | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||
| Acquisition of business and assets | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Warrants issued for notes payable | - | - | - | |||||||||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | |||||||||||||||||||||||||||||||||
| Conversion of common stock | ( | ) | ( | ) | - | |||||||||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||||||||||
| Acquisition of business and assets | - | - | ||||||||||||||||||||||||||||||||||
| Conversion of notes payable | - | - | ||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
RMX INDUSTRIES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities of continuing operations: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Stock issued for services | ||||||||
| Options issued for services | ||||||||
| Warrants issued for private placements fees | ||||||||
| Depreciation and amortization | ||||||||
| Loss on conversion of notes payable | ||||||||
| Notes payable discount amortization | ||||||||
| Derivative liability gain and loss | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Prepaid expenses | ( | ) | ||||||
| ROU asset, net | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| ROU liabilities | ( | ) | ||||||
| Interest payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Net cash used in investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Payment of notes payable | ( | ) | ||||||
| Proceeds from the sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Acquisition of business and assets | $ | $ | ||||||
| Conversion of notes payable into common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
RMX INDUSTRIES, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
| 1. | NATURE OF OPERATIONS |
RMX Industries, Inc. (formerly Reticulate Micro, Inc.) was incorporated on
RMX is a technology company focused on building intelligence architecture for real-world physical environments where operational data is created, decisions need to be made, and reliance on centralized cloud processing alone is not sufficient. The Company refers to this focus as physical-edge intelligence.
The Company’s foundational technology originated in high-efficiency video compression and transport, developed under the Video Adaptive Systems Technology (VAST™) platform. VAST was originally built to move high-quality video across constrained, low-bandwidth networks — an environment that required extreme efficiency, resilience, and edge-side operation. Building on that provenance, the Company has evolved from a video compression company into a physical-edge intelligence company, delivered through its proprietary platform, QuantrusX™. QuantrusX incorporates VAST as an underlying video and data-transport capability rather than as a separately marketed product line, alongside proprietary internal intelligence capabilities that support model refinement and lower-latency reasoning at the edge. In June 2026, the Company commenced its inaugural QuantrusX deployment at a training and operations facility in Texas, generating the Company’s first commercial platform revenue.
In 2024, the Company achieved quotation on the OTCQB® Venture Market of OTC Markets Group, Inc. under the symbol “RMXI,” with trading beginning in January 2025. The Company is preparing for a planned senior exchange uplisting.
Reverse Stock Split
On July 22, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to effect a
Prior to the Reverse Split, the Company was authorized to issue
All share and per share information in these unaudited condensed consolidated financial statements (“financial statements”) retroactively reflect this reverse stock split.
F-5
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Since inception, the Company has incurred losses, resulting in an accumulated deficit of $
Management’s Plans
The Company has applied for an uplisting of its Class A Common Stock on NYSE American. Upon approval of such uplisting, a total of approximately $
In June 2026, the Company commenced commercial deployment of its QuantrusX edge intelligence platform. The Company’s commercial model provides for fixed-fee, prepaid multi-year subscription arrangements, under which contract consideration is collected at or near contract inception and recognized as revenue ratably over the subscription term. Accordingly, executed customer agreements generate cash proceeds in advance of revenue recognition. The Company executed its initial multi-year prepaid QuantrusX subscription agreement in June 2026 and maintains an active pipeline of prospective customers, which management expects to contribute to liquidity over the next twelve months.
The amounts becoming available upon uplisting are conditioned upon approval of the Company’s NYSE American listing application, which is not within the Company’s control, and availability under the Credit Facility is subject to conditions that may not be satisfied. There can be no assurance that the Company’s listing application will be approved, that amounts under the Credit Facility will be available when needed or on acceptable terms, or as to the timing or volume of future customer agreements. Accordingly, management has concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation
The accompanying financial statements of the Company are expressed in United States dollars and are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company has adopted a December 31 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
F-6
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be more than the Federal Deposit Insurance Corporation-insured limit of $
Fair Value Measurements
FASB ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and 2025. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments include cash, accounts payable, and accrued liabilities. Fair values were estimated to approximate carrying values for these financial instruments since they are short term in nature, and they are receivable or payable on demand.
The estimated fair value of assets and liabilities acquired in business combinations and reporting units and long-lived assets used in the related asset impairment tests utilize inputs classified as Level 3 in the fair value hierarchy.
Research and Development
Research and development costs are expensed as incurred. For the three months ended June 30, 2026 and 2025, research and development expense was $
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their grant date fair values. That expense is recognized over the period when an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or the straight-line attribution method.
F-7
Under 718-10-30-20D the determination of whether a valuation method is reasonable, or whether an application of a valuation method is reasonable, shall be made based on the facts and circumstances as of the measurement date. Factors to be considered under a reasonable valuation method include, as applicable:
| a. | The value of tangible and intangible assets of the nonpublic entity |
| b. | The present value of anticipated future cash flows of the nonpublic entity |
| c. | The market value of stock or equity interests in similar corporations and other entities engaged in trades or businesses substantially similar to those engaged in by the nonpublic entity for which the stock is to be valued, the value of which can be readily determined through nondiscretionary, objective means (such as through trading prices on an established securities market or an amount paid in an arm’s-length private transaction) |
Share-based compensation expense for the three and six months ended June 30, 2026 and 2025 was as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Issuance of options for services | ||||||||||||||||
| Issuance of shares for services | ||||||||||||||||
| Issuance of warrants for services | ||||||||||||||||
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
Revenue Recognition
The Company has adopted revenue recognition policies for its principal revenue types, including subscription and license fees, usage-based fees, professional and other services, and hardware. Prior to fiscal year 2026, the Company's revenue was derived from software license, hardware, and professional services activity. Beginning in the second quarter of 2026, the Company introduced QuantrusX, an edge intelligence platform, and revenue has since primarily consisted of QuantrusX subscription fees; other revenue streams described below have not been material during the periods presented.
QuantrusX — Edge Intelligence Platform. During the second quarter of 2026, the Company introduced QuantrusX, an edge intelligence platform designed to bring computation, data interpretation, and decision support closer to the physical edge, where data is created and decisions must be made in real time. QuantrusX incorporates proprietary internal intelligence capabilities that support model refinement, governed learning from field inputs, and lower-latency reasoning within the platform environment. These internal capabilities are not sold as standalone customer products. In June 2026, the Company moved QuantrusX into its first commercial deployment, representing the Company’s initial transition of the platform from development to a revenue-generating, in-field deployment.
Inferencing and Usage-Based Fees. As part of its QuantrusX commercial model, the Company earns usage-based fees tied to the volume of inferences processed and computational usage of the platform as it interprets field data and generates decision support in real time. These fees are billed based on customer consumption during the period and revenue is recognized under the Company’s variable consideration policy as the underlying usage occurs, consistent with ASC 606’s guidance on usage-based royalties and consumption-based pricing. Because inferencing volume can fluctuate with deployment activity and field conditions, revenue from this stream may vary period to period as QuantrusX scales across additional sites and customers.
F-8
Software license and subscription revenues include software license revenues from the sales of software licenses and subscription fees from customers accessing the Company’s services. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur.
The Company determines the amount of revenue to be recognized through the application of the following steps:
| ● | identification of the contract, or contracts, with a customer; |
| ● | identification of the performance obligations in the contract; |
| ● | determination of the transaction price; |
| ● | allocation of the transaction price to the performance obligations in the contract; and |
| ● | recognition of revenue when or as the Company satisfies the performance obligations. |
Professional Services and Other Revenues. The Company’s professional services contracts are either on a time and materials, fixed price or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Other revenues consist primarily of training revenues recognized as such services are performed.
Hardware. Our hardware is generally highly dependent on, and interrelated with, the underlying operating system and cannot function without the operating system. In these cases, the hardware and software license are accounted for as a single performance obligation and revenue is recognized at the point in time when ownership is transferred to resellers or directly to end customers through retail stores and online marketplaces.
Property and Equipment
Property and equipment over $
| 3. | REVENUES |
Revenue is attributed to the region of the contracting entity, which may differ from the customer’s location. All revenue attributed to the Americas was generated in the United States. Revenue was $
Deferred Revenue
Deferred revenue represents amounts invoiced or received from customers in advance of the Company satisfying its related performance obligations under ASC 606, Revenue from Contracts with Customers. Deferred revenue is recognized as revenue as the Company transfers control of the promised products or services to the customer. The current portion of deferred revenue represents amounts expected to be recognized as revenue within twelve months of the balance sheet date; the long-term portion represents amounts expected to be recognized beyond twelve months, based on the performance and delivery terms of the underlying contracts. Short-term deferred revenue totaled $
| 4. | PREPAID EXPENSES |
As of June 30, 2026 and 2025, the prepaid balance was $
F-9
| 5. | PROPERTY AND EQUIPMENT |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Computers, equipment and software | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Property and equipment gross | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation and amortization expense totaled $
| 6. | INTANGIBLE ASSET – PROPERTY LICENSE |
| As of | As of | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Intangibles (net of amortization) | $ | $ | ||||||
On March 14, 2023, the Company entered into an intellectual property purchase agreement with Basestones Capital Ltd., for the purchase of US Patent No. 9,451,291 (Fast DWT-Based Intermediate Codec Optimized For Massively Parallel Architecture), issued on September 20, 2016, and the developed source code related to the patent. The Company made a one-time payment of $
On May 8, 2026, the Company entered into an intellectual property purchase agreement with Apollo Group Enterprises, LLC, pursuant to which the Company acquired two software platforms 1) ODIN, AI video intelligence/surveillance system and 2) VSDD/Semaphore-X, AI meeting agent and infrastructure — plus related trade secrets, know-how, and data assets, paying
The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset. The Company compares the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flow be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds its estimated fair value. Impairment loss on long-lived assets for six months ended June 30, 2026, and 2025 was $
| 7. | BUSINESS COMBINATION AND GOODWILL |
On April 15, 2025, the Company completed the acquisition of RMX Industries Inc. (“TX Sub”) and issued
F-10
Goodwill is not deductible for income tax purposes and is assigned to the Company’s reporting unit. We test goodwill for impairment annually at the reporting unit level, primarily using a discounted cash flow methodology with a peer-based, risk-adjusted weighted average cost of capital. We believe use of a discounted cash flow approach is the most reliable indicator of the fair values of the businesses. No instances of impairment were identified in our December 31, 2025 tests.
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
Trade payables are initially recorded at the transaction price and measured at the undiscounted expected payment amount. Accrued expenses reflect the estimated amount needed to settle obligations. Accounts payable totaled $
As of June 30, 2026, the Company owed $
| 9. | STOCKHOLDERS’ EQUITY |
Common Stock
The Company is authorized to issue
The Company is authorized to issue
Common Stock Issued for Services
The Company issued
Common Stock Issued for Cancellation and Exchange of Notes Payable and Related Interest Through Exercise of Warrants
During the six months ended June 30, 2026, the Company issued
Common Stock Issued for Purchase of Intellectual Property
The Company acquired intellectual property by paying
Conversion of Class B Common Stock to Class A Common Stock
During the six months ended June 30, 2026,
F-11
Preferred Stock
The Company is authorized to issue up to
Options
During the six months ended June 30, 2026, the Company issued
Of the
The Company recognizes compensation cost on a straight-line basis over the total requisite service period of the entire award and accounts for forfeitures as they occur. Total expenses of $
The following table reflects a summary of Class A Common Stock options outstanding and option activity during the six months ended June 30, 2026:
| Underlying Shares | Weighted Average Exercise Price | Weighted Average Terms (Years) | ||||||||||
| Options outstanding at December 31, 2025 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited | ) | - | ||||||||||
| Cancelled | ( | ) | - | |||||||||
| Options outstanding at June 30, 2026 | $ | |||||||||||
| Options exercisable at June 30, 2026 | ||||||||||||
The intrinsic value of options outstanding as of June 30, 2026, was $
Warrants
During the six months ended June 30, 2026, the Company issued a total of
The Company conducted private placements of units, with each unit consisting of an unsecured promissory note with an interest rate of
F-12
On the dates of the grants, the Company valued warrants granted at $
The following table reflects a summary of warrants outstanding and activity during the six months ended June 30, 2026:
| Underlying Shares | Weighted Average Exercise Price | Weighted Average Terms (Years) | ||||||||||
| Warrants outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | - | |||||||||
| Forfeited | - | |||||||||||
| Cancelled | - | |||||||||||
| Warrants outstanding at June 30, 2026 | $ | |||||||||||
| Warrants exercisable at June 30, 2026 | ||||||||||||
The intrinsic value of warrants outstanding as of June 30, 2026, was $
| 10. | OPERATING LEASE |
The current lease contracts for offices in Texas have initial terms of
As of June 30, 2026, the Company’s operating lease right of use assets and corresponding liabilities are as follows:
| Right of use asset | $ | |||
| Lease liability - current | ||||
| Lease liability - non current | ||||
| Total operating lease liabilities | ||||
| Weighted average remaining lease term | ||||
| Weighted average discount rate | % |
| Maturities of the Company’s lease liabilities are as follows: | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 |
F-13
| 11. | CONVERTIBLE NOTES, PROMISSORY NOTES PAYABLE AND DEBT EXTINGUISHMENT |
The following table summarizes outstanding convertible notes and promissory notes payable as of June 30, 2026, and December 31, 2025.
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Convertible Notes - Maturity Date | ||||||||
| March 31, 2026 ( | $ | $ | ||||||
| August 31, 2026 ( | ||||||||
| Promissory Notes - Maturity Date | ||||||||
| January 31, 2026 ( | ||||||||
| June 30, 2026 ( | ||||||||
| April 30, 2026 ( | ||||||||
| June 30, 2026 ( | ||||||||
| August 31, 2026 ( | ||||||||
| August 31, 2026 ( | ||||||||
| December 31, 2026 ( | ||||||||
| Total Notes Payable | ||||||||
| Total Convertible and Promissory Notes Payable | ||||||||
| Unamortized debt discount | ( | ) | ||||||
| Net Debt | ||||||||
| Current portion | ( | ) | ( | ) | ||||
| Net long-term portion | ||||||||
| Interest Payable | ||||||||
During six months ended June 30, 2026, the Company completed private placements, raising $
Repayment of Debt
During the six months ended June 30, 2026, the Company repaid $
Debt Extinguishment and Common Stock Issued
During the six months ended June 30, 2026, the Company converted $
These amounts are presented as supplemental disclosure in the “Non-Cash Investing and Financing Activities” section of the Condensed Consolidated Statement of Cash Flows.
The relative fair value of the warrants issued in conjunction with the notes payable was treated as a debt discount, with a corresponding offsetting credit to Additional Paid-in Capital (APIC). This discount is being amortized to interest expenses over the term of the notes.
Derivative Liabilities
The fair values of the conversion option of outstanding convertible notes payable were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was $
F-14
| 12. | SUBSEQUENT EVENTS |
On July 22, 2026, the Company conducted a closing of a private placement of units, with each unit consisting of an unsecured
On July 24, 2026, the Company executed a
F-15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of the Company’s condensed consolidated results of operations and financial condition. The discussion should be read together with the unaudited condensed consolidated financial statements and the accompanying notes to those statements that are included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes for the year ended December 31, 2025, included in our Annual Report on Form 1-K filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2026. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties.
Use of Terms
Except as otherwise indicated by the context, references in this Quarterly Report on Form 10-Q to “we”, “us”, “our”, “RMX Industries”, “RMX”, “our company” and the “Company” refer to RMX Industries, Inc., a Nevada corporation, including its wholly-owned subsidiaries, EdWare LLC, a Delaware limited liability company, and RMX Industries Inc., a Texas corporation. “Class A Common Stock” refers to the Company’s Class A Common Stock, $0.001 par value per share. “Class B Common Stock” refers to the Company’s Class B Common Stock, $0.001 par value per share. “Preferred Stock” refers to the Company’s Preferred Stock, $0.001 par value per share. “Series X Preferred Stock” refers to the Company’s Series X Convertible Preferred Stock, $0.001 par value per share. Unless otherwise noted, all amounts are expressed in United States dollars (“USD”).
Reverse Stock Split
Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the one-for-three (1-for-3) reverse stock split of each of the Company’s authorized and issued and outstanding Class A Common Stock and the Company’s authorized and issued and outstanding Class B Common Stock, which became effective as of 5:00 p.m. Eastern Time on July 24, 2026 (the “Reverse Stock Split”).
Note Regarding Trademarks, Trade Names and Service Marks
We use various trademarks, trade names and service marks in our business, including “VAST™”, “QuantrusX™”, and associated marks. For convenience, we may not include the SM, ® or ™ symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this Quarterly Report on Form 10-Q are the property of their respective owners.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts are forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our ability to successfully complete an uplisting to the NYSE American exchange; | |
| ● | our ability to introduce new products and services; |
| ● | our ability to obtain additional funding to develop additional products and services; |
| ● | compliance with obligations under intellectual property licenses with third parties; |
| ● | our ability to establish or maintain collaborations, licensing or other arrangements; |
| ● | our ability and third parties’ abilities to protect intellectual property rights; |
| ● | our ability to adequately support future growth; |
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | growth of and competition trends in our industry; |
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| ● | the accuracy and completeness of the data underlying our or third-party sources’ industry and market analyses and projections; |
| ● | our expectations regarding demand for, and market acceptance of, our products and services; |
| ● | our expectations regarding our relationships with investors, institutional funding partners and other parties with whom we collaborate; |
| ● | fluctuations in general economic and business conditions in the markets in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify these statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable expressions that convey uncertainty of future events or outcomes, although not all forward-looking statements contain these terms. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” in our Form S-1 filed with the SEC on April 9, 2026. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
In addition, statements that include terms such as “we believe” and similar terms reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this filing, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Overview
RMX operates a proprietary on-site intelligence platform for customers running physical operations who need to understand what is happening at their location as it happens. Our proprietary platform, QuantrusX™, is designed to ingest video, sensor, and access data generated at the customer’s site and turn it into a continuous, operator-usable picture of that site, delivered as a subscription service supported by Company-owned distributed data center hardware installed at each customer location. Because our platform runs on-site rather than in a remote cloud, we believe it addresses constraints that off-site systems handle poorly: bandwidth limits on transporting video and sensor data at scale, latency requirements for time-sensitive detections, and privacy and continuity expectations for information that customers prefer to keep on their own premises. We refer to the category of intelligence produced by our platform as Real-World Intelligence™, and we believe it addresses a significant and underserved need across sectors that operate physical sites at meaningful scale.
Our foundational technology originated in high-efficiency video compression and transport, developed under the Video Adaptive Systems Technology (VAST™) platform. VAST was originally built to move high-quality video across constrained, low-bandwidth networks — an environment that required extreme efficiency, resilience, and edge-side operation. Through extended field validation across a range of operational environments and network conditions from 2023 through 2025, VAST demonstrated the ability to deliver HD video at bandwidths as low as 200 Kbps, SD video at rates as low as 10 Kbps, direct point-to-point streaming across IP networks, and operation on low size, weight, power, and cost (SWaP-C) hardware. We believe that work established the Company’s technical provenance in edge-oriented data handling and low-latency, resource-constrained operation.
Building on that provenance, we have evolved from a video compression company into a Real-World Intelligence company. In May 2026, we acquired from Apollo Group Enterprises, LLC certain intellectual property assets relating to two software platforms (1) ODIN, AI video intelligence/surveillance system and (2) VSDD/Semaphore-X, AI meeting agent and infrastructure, which accelerated the development of QuantrusX and shifted our business focus from defense environments to enterprise and commercial environments. The demands that exist at the tactical edge — bandwidth scarcity, unreliable connectivity, the need for local decisioning, and the requirement to move only meaningful information back to central systems — we believe are now appearing at scale across enterprise and commercial environments as artificial intelligence (AI), computer vision, and sensor networks proliferate. Our current focus is on translating that capability into a broadly deployable enterprise and commercial platform, delivered through QuantrusX.
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QuantrusX is RMX’s Real-World Intelligence platform designed to bring intelligence to the customer’s site — the campuses, facilities, and operational environments where the data is created — and to deliver that intelligence continuously. QuantrusX incorporates VAST as an underlying video and data-transport capability rather than as a separately marketed product line, alongside proprietary internal intelligence assets that support model refinement and low-latency reasoning at the site.
As we scale QuantrusX deployments across our customer base, they are designed to collectively form a Company-operated distributed data center — a network of computing hardware physically located at each customer’s site rather than in a remote cloud facility. We refer to the architectural layer that binds these deployments together as the “Intelligence Fabric”. Each QuantrusX deployment is expected to produce a strand of Real-World Intelligence at the customer’s location; the Intelligence Fabric is meant to weave those strands together at aggregate scale. We believe the Intelligence Fabric is more valuable than the sum of the individual strands, because it is designed to strengthen through use across the entire deployed base.
In June 2026, the Company completed its inaugural QuantrusX deployment at a training and operations facility in Texas, generating the Company’s first commercial platform revenue. We intend to build from that reference deployment into additional enterprise and commercial Real-World Intelligence environments.
In 2024, the Company achieved quotation on the OTCQB® Venture Market of OTC Markets Group, Inc. under the symbol “RMXI,” with trading beginning in January 2025. The Company is preparing for a planned senior exchange uplisting.
Our Historical Performance
As of June 30, 2026, the Company had an accumulated deficit of $57,916,272 and cash of $2,161,653 (including $1,913,320 of restricted cash). During the three months ended June 30, 2026 and 2025, we had a net loss of $11,049,252 and $3,130,592, respectively. The Company has applied for an uplisting of its Class A Common Stock on NYSE American, upon approval of which certain restricted cash and additional committed capital would become available to fund operations. In addition, the Company maintains a Credit Facility providing up to $45.0 million of additional financing, subject to the terms and conditions thereof. Management believes that these sources, together with expected cash proceeds from executed and prospective QuantrusX subscription agreements, will be sufficient to fund planned operations for at least the next twelve months. However, availability of the listing-related amounts and the Credit Facility is subject to conditions not entirely within the Company’s control, and substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. We will seek to fund our operations through public offerings, accessing the Credit Facility, private equity offerings, debt financings, and government or other third-party funding. However, the Company may not be able to raise adequate funds for capital expenditure, working capital and other cash requirements from capital markets on acceptable terms, or at all. Advances from an officer or stockholder may likewise be unavailable. The Company’s failure to raise capital as and when needed and generate significantly higher revenues than operating expenses to achieve profitability would impact its going concern status and would have a negative impact on its financial condition and its ability to pursue its business strategy and continue as a going concern. For further discussion, see “—Liquidity and Capital Resources”.
Recent Developments
On July 22, 2026, the Company conducted a closing of a private placement of units, with each unit consisting of an unsecured 18% promissory note and a five-year warrant to purchase shares of Class A Common Stock, and entered into a subscription agreement with an accredited investor as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreement, we sold 1 unit at a price of $25,000 per unit for gross proceeds of $25,000 and issued 16,667 warrants with an exercise price of $1.50 per share.
On July 24, 2026, the Company executed the Reverse Stock Split. Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the Reverse Stock Split.
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Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
| Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 1,440 | $ | 12,592 | ||||
| Cost of sales | - | 221 | ||||||
| Gross profit | 1,440 | 12,371 | ||||||
| Operating expenses: | ||||||||
| General and administrative | 2,532,759 | 3,168,157 | ||||||
| Research and development | 134,527 | 80,030 | ||||||
| Total operating expenses | 2,667,286 | 3,248,188 | ||||||
| Loss from operations | (2,665,846 | ) | (3,235,817 | ) | ||||
| Other income (expense) | (8,383,406 | ) | 105,224 | |||||
| Net loss | $ | (11,049,252 | ) | $ | (3,130,592 | ) | ||
Revenue
Our revenue was $1,440 and $12,592 for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of 89%. For the three months ended June 30, 2026, revenue activity reflected the early commercialization of QuantrusX: the Company invoiced $28,064 to customers, recognized $1,440 as revenue during the period, and deferred the remaining $26,624 for future recognition ($9,128 current, $17,496 long-term) as the related performance obligations under the deployment are satisfied. For the three months ended June 30, 2025, revenue was derived from limited historical software and service activity under the Company’s prior positioning.
Operating Expenses
Our operating expenses were $2,667,286 and $3,248,188 for the three months ended June 30, 2026 and 2025, respectively, representing a decrease of 18%. The decrease was due to employee compensation including options, research and development expenses, marketing expenses and professional services provided to the Company.
Net Loss
Our net loss was $11,049,252 and $3,130,592 for the three months ended June 30, 2026 and 2025, respectively, representing an increase of 253%. The increase in net loss was mainly due to conversion of warrants, debt discount amortization, derivative expenses and loss from operations.
Comparison of the Six Months Ended June 30, 2026 and 2025
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 1,440 | $ | 38,792 | ||||
| Cost of sales | - | 15,371 | ||||||
| Gross profit | 1,440 | 23,421 | ||||||
| Operating expenses: | ||||||||
| General and administrative | 3,520,093 | 5,763,172 | ||||||
| Research and development | 174,127 | 158,319 | ||||||
| Total operating expenses | 3,694,220 | 5,921,491 | ||||||
| Loss from operations | (3,692,780 | ) | (5,898,070 | ) | ||||
| Other income (expense) | (13,385,265 | ) | (1,766,167 | ) | ||||
| Net loss | $ | (17,078,045 | ) | $ | (7,664,237 | ) | ||
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Revenue
Our revenue was $1,440 and $38,792 for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of 96%. For the six months ended June 30, 2026, revenue activity reflected the early commercialization of QuantrusX: the Company invoiced $28,064 to customers, recognized $1,440 as revenue during the period, and deferred the remaining $26,624 for future recognition ($9,128 current, $17,496 long-term) as the related performance obligations under the deployment are satisfied. For the six months ended June 30, 2025, revenue was derived from limited historical software and service activity under the Company’s prior positioning.
Operating Expenses
Our operating expenses were $3,694,220 and $5,921,491 for the six months ended June 30, 2026 and 2025, respectively, representing a decrease of 38%. The decrease was due to employee compensation including options, research and development expenses, marketing expenses and professional services provided to the Company.
Net Loss
Our net loss was $17,078,045 and $7,664,237 for the six months ended June 30, 2026 and 2025, respectively, representing an increase of 123%. The increase was mainly due to conversion of warrants, debt discount amortization, derivative expenses and loss from operations.
Liquidity and Capital Resources
As of June 30, 2026, the Company had an accumulated deficit of $57,916,272 and cash of $2,161,653 (including $1,913,320 of restricted cash). During the three months ended June 30, 2026 and 2025, we had a net loss of $11,049,252 and $3,130,592, respectively. To date, we have financed our operations primarily through revenue generated from sales of our securities.
Management has prepared estimates of operations and believes that sufficient funds will be generated from operations and equity financings to fund our operations and to service our debt obligations for at least the next twelve months. The Company has applied for an uplisting of its Class A Common Stock on NYSE American, upon approval of which certain restricted cash and additional committed capital would become available to fund operations. In addition, the Company maintains a Credit Facility providing up to $45.0 million of additional financing, subject to the terms and conditions thereof. Management believes that these sources, together with expected cash proceeds from executed and prospective QuantrusX subscription agreements, will be sufficient to fund planned operations for at least the next twelve months. However, availability of the listing-related amounts and the Credit Facility is subject to conditions not entirely within the Company’s control, and substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. In the future, we may require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
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While we had cash of $2,161,653 (including $1,913,320 of restricted cash) as of June 30, 2026, we had revenue of $1,440 and $38,792, a net loss of $17,078,045 and $7,664,237, and net cash used in operating activities of $1,812,972 and $2,278,896 for the six months ended June 30, 2026 and 2025, respectively. We have incurred losses since our inception, resulting in an accumulated deficit of $57,916,272 as of June 30, 2026, and further losses are anticipated in the development of our business.
The Company estimates that it will require approximately $4.0 million to fund operations for the twelve months following the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued. Management has evaluated whether these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued, as discussed below.
Management’s Plans
The Company has applied for an uplisting of its Class A Common Stock on NYSE American. Upon approval of such uplisting, a total of approximately $5.0 million will become available to the Company, consisting of (i) the release of the $1.9 million of restricted cash currently reflected on the Company’s balance sheet, and (ii) an approximate $3.0 million deposit to be made by an institutional investor (the “Investor”) pursuant to the executed securities purchase agreement between the Company and the Investor. Of the approximately $5.0 million, approximately $3.0 million will be immediately unrestricted and available for general corporate purposes, with the remainder becoming available upon satisfaction of the conditions set forth in the Investor agreements. In addition, the Company maintains a contingent financing facility with the Investor providing for up to $45.0 million of additional financing (the “Credit Facility”), pursuant to the securities purchase agreement and subject to the terms and conditions thereof, which management believes would be available to fund any shortfall in the Company’s working capital requirements.
In June 2026, the Company commenced commercial deployment of its QuantrusX edge intelligence platform. The Company’s commercial model provides for fixed-fee, prepaid multi-year subscription arrangements, under which contract consideration is collected at or near contract inception and recognized as revenue ratably over the subscription term. Accordingly, executed customer agreements generate cash proceeds in advance of revenue recognition. The Company executed its initial multi-year prepaid QuantrusX subscription agreement in June 2026 and maintains an active pipeline of prospective customers, which management expects to contribute to liquidity over the next twelve months.
The amounts becoming available upon uplisting are conditioned upon approval of the Company’s NYSE American listing application, which is not within the Company’s control, and availability under the Credit Facility is subject to conditions that may not be satisfied. There can be no assurance that the Company’s listing application will be approved, that amounts under the Credit Facility will be available when needed or on acceptable terms, or as to the timing or volume of future customer agreements. Accordingly, management has concluded that these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our ability to execute our business plan and achieve profitability is dependent upon our success in: (i) accessing the Credit Facility as planned, (ii) continuing to scale revenue growth, (iii) achieving operational efficiencies, and (iv) accessing additional capital as needed through securities offerings, private equity offerings, debt financings, strategic partnerships, and government or other third-party funding. These plans, if successful, will mitigate the factors which raise substantial doubt about our ability to continue as a going concern.
While we anticipate potential dilution from equity financings, management is committed to balancing growth capital needs with stockholder value creation. The Company maintains flexibility to optimize its capital structure through various financing alternatives based on market conditions and strategic priorities. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
There are uncertainties surrounding these issues, and the unaudited condensed consolidated financial statements do not reflect any changes regarding the recoverability or classification of asset values, nor do they address potential adjustments to the amounts or classification of liabilities that could arise if the Company cannot continue operating as a going concern.
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Summary of Cash Flow
The following table provides detailed information about our net cash flow for the periods presented:
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (1,812,972 | ) | $ | (2,278,896 | ) | ||
| Net cash provided by (used in) investing activities | - | - | ||||||
| Net cash provided by financing activities | 1,951,553 | 2,027,932 | ||||||
| Net change in cash and cash equivalents | 138,581 | (250,964 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 2,023,072 | 396,870 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 2,161,653 | $ | 145,906 | ||||
Net cash used in operating activities was $1,812,972 and $2,278,896 for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, net cash used in operating activities resulted from a net loss of $17,078,045, stocks, options and warrants issued for various services of $1,917,290, notes payable discount amortization and loss on conversion of notes payable of $13,468,479, depreciation and amortization of $122,945, an increase in accounts receivable of $28,064, an increase in deferred revenue of $26,624, an increase in prepaid expenses of $849, an increase in ROU asset, net of $66,694, an increase in accounts payable and accrued expenses of $21,180, an increase in ROU liabilities of $67,870, and an increase in interest payable of $339,394. For the six months ended June 30, 2025, net cash used in operating activities resulted from a net loss of $7,664,236, stocks, options and warrants issued for various services of $3,667,533, notes payable discount amortization of $1,615,738, depreciation and amortization of $30,725, a decrease in prepaid expenses of $15,210, a decrease in accounts payable and accrued expenses of $95,595, and an increase in interest payable of $151,729.
Net cash provided by (used in) investing activities was $0 and $0 for the six months ended June 30, 2026 and 2025, respectively.
Net cash provided by financing activities was $1,951,553 and $2,027,932 for the six months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026, financing activities consisted of $1,980,000 in proceeds from notes payable, partially offset by $28,447 of principal and interest repayments on notes payable. For the six months ended June 30, 2025, financing activities consisted of $1,900,000 in proceeds from notes payable and $127,932 in proceeds from the Company’s Regulation A offering.
Contractual Obligations
During the six months ended June 30, 2026 and 2025, we had contractual obligations associated with management consultants in which we paid out $625,000 and $580,000, respectively.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. We believe our most critical accounting policies and estimates relate to the following:
8
Principles of Consolidation
The Company’s unaudited condensed consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries. They have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated in consolidation.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the unaudited condensed consolidated financial statements based on their grant date fair values. That expense is recognized over the period when an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or the straight-line attribution method. Under 718-10-30-20D the determination of whether a valuation method is reasonable, or whether an application of a valuation method is reasonable, shall be made based on the facts and circumstances as of the measurement date.
Goodwill
We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.
Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.
The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit.
Revenue Recognition
The Company has adopted revenue recognition policies for its principal revenue types, including subscription and license fees, usage-based fees, professional and other services, and hardware. Prior to fiscal year 2026, the Company's revenue was derived from software license, hardware, and professional services activity. Beginning in the second quarter of 2026, the Company introduced QuantrusX, an edge intelligence platform, and revenue has since primarily consisted of QuantrusX subscription fees; other revenue streams described below have not been material during the periods presented. See Note 2 to the unaudited condensed consolidated financial statements.
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Deferred revenue represents amounts invoiced or received from customers in advance of the Company satisfying its related performance obligations under ASC 606, Revenue from Contracts with Customers. Deferred revenue is recognized as revenue as the Company transfers control of the promised products or services to the customer. The current portion of deferred revenue represents amounts expected to be recognized as revenue within twelve months of the balance sheet date; the long-term portion represents amounts expected to be recognized beyond twelve months, based on the performance and delivery terms of the underlying contracts.
The Company determines the amount of revenue to be recognized through the application of the following steps:
| ● | identification of the contract, or contracts, with a customer; |
| ● | identification of the performance obligations in the contract; |
| ● | determination of the transaction price; |
| ● | allocation of the transaction price to the performance obligations in the contract; and |
| ● | recognition of revenue when or as the Company satisfies the performance obligations. |
Recently Issued Accounting Pronouncements
Management does not believe any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
During the three months ended June 30, 2026, we have conducted closings of an ongoing private placement of units, with each unit consisting of an unsecured 18% promissory note and a five-year warrant to purchase shares of Class A Common Stock, and entered into certain subscription agreements with a number of accredited investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. Pursuant to the agreements, we sold 56.4 units at a price of $25,000 per unit for gross proceeds of $1,410,000 and issued 940,016 warrants with an exercise price of $1.50 per share.
Purchases of Equity Securities
No repurchases of our common stock were made during the three months ended June 30, 2026.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
We have no information to disclose that was required to be disclosed in a Current Report on Form 8-K during the three months ended June 30, 2026, but was not reported.
During the three months ended June 30, 2026, none of our directors or officers, as defined in Rule 16a-1(f),
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Item 6. Exhibits
| * | Filed herewith. |
| ** | The certifications attached as Exhibit 32.1 and 32.2 that accompanies this Quarterly Report on Form 10-Q, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of RMX Industries, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RMX Industries, Inc. | |
| (Registrant) | |
| Dated: August 13, 2026 | /s/ Karl Kit |
| Karl Kit | |
| Chief Executive Officer, President, and Director | |
| (Principal Executive Officer) |
| /s/ Amit Shrestha | |
| Amit Shrestha | |
| Chief Financial Officer | |
| (Principal Financial Officer and | |
| Principal Accounting Officer) |
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