$RMXI · RMX INDUSTRIES, INC.
RMX Industries entered into a Securities Purchase Agreement with Vanquish Funding Group on October 21, 2026, issuing a 12% promissory note with a face value of $295,550 for net proceeds of $257,000 after a $38,550 original issue discount. The agreement allows for up to $1.1 million in additional financing tranches over the next 12 months. The note includes a default-triggered conversion feature at 65% of the lowest closing bid over the prior 10 trading days, with a 150% default acceleration penalty.
- $295,550 promissory note issued to Vanquish Funding Group, with only $257,000 in actual proceeds after $38,550 OID.
- Note carries a 12% interest rate and matures October 15, 2027, with potential additional tranches up to $1.1M.
- Upon default, Vanquish can convert at 65% of the lowest closing bid over the prior 10 trading days — a 35% discount to market.
- Default triggers 150% acceleration: outstanding principal, accrued interest, default interest, and collection costs all become immediately due.
- Conversion rights are blocked for 180 days and capped at 4.99% beneficial ownership.
Price data unavailable.
The note's structure — deep OID, 35% discount conversion, and 150% default multiplier — signals severe capital-access distress and poses acute dilution risk for existing shareholders.
This is a classic toxic-convertible structure — deep OID, floating discount-to-market conversion, and punitive default multipliers — commonly seen in microcap financing where traditional capital is unavailable.
The 35% discount conversion feature creates severe dilution risk upon any default event. The 150% default acceleration clause, combined with the deeply discounted conversion formula, means even a minor covenant breach could trigger massive equity dilution at distressed prices.
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