Renx Enterprises Corp

This management proposal seeks shareholder approval under Nasdaq Rule 5635(d) to authorize issuance of up to 862,335 shares issuable upon exercise of Additional February Warrants issued in the February 2026 private placement. Management needs approval because the Additional February Warrants were issued at a price below Nasdaq’s Minimum Price; without approval the warrants would remain non-exercisable, limiting potential cash proceeds and triggering contractual obligations to call repeated shareholder meetings. The board recommends approval to enable exercise, allow registration efforts to cover registrable securities, and to comply with the registration rights agreement and investor arrangements tied to the private placement. Approval will dilute existing holders if exercised and could increase volatility or depress share price when issued into the market; management argues the financing proceeds and contractual obligations justify approval. The proposal is routine in structure but non-routine under broker voting rules; the company recommends a “FOR” vote to preserve financing flexibility and to avoid recurring special meetings or contractual penalties.

Management seeks shareholder approval to allow conversion-price adjustments for Initial and Second April Notes issued in April 2026. While initial issuance was at the Nasdaq Minimum Price and therefore convertible without approval at the initial conversion price (~$2.895), the April Notes include adjustment provisions that could lower the conversion price to an Alternate Conversion Price down to a floor of $0.534. Such a downward adjustment would create an issuance at a price below Nasdaq's Minimum Price and thus requires shareholder approval under Rule 5635(d) for issuance of shares that could equal up to 26,779,029 shares assuming 12 months of interest and conversion at the floor. Management argues approval is necessary to preserve financing flexibility, satisfy contractual obligations in the April Purchase Agreement, enable future closings and reduce the risk of requiring cash repayments on maturity that could strain liquidity. Approval materially dilutes existing shareholders if conversions occur at the lower price, potentially by tens of millions of shares, and could depress the stock price; however, the company contends that without the conversions it may face immediate cash repayment obligations and hindered ability to raise further capital. The Board recommends approval as the least dilutive practical path to monetizing financing commitments and preserving operational liquidity while complying with Nasdaq rules.

This management proposal seeks shareholder approval under Nasdaq Rule 5635(d) to allow conversion-price adjustments for Additional April Notes that may be issued in the future pursuant to the April Purchase Agreement. While initial terms of Additional April Notes would be at the Initial April Conversion Price (~$2.895) and therefore not require approval, the notes contain anti-dilution and adjustment features allowing conversion to an Alternate Conversion Price down to a floor of $0.534. If adjusted downward, issuance could be enormous—up to 179,213,485 shares—creating significant dilution and control shifts. Management argues that approval is essential to permit the company to complete additional closings and raise up to $87 million under pre-agreed terms; failing approval may prevent further financings, force cash repayment on maturity, and impair operations. The board recommends approval to preserve financing optionality and comply with contractual obligations, while acknowledging the substantial dilution risk to existing shareholders if conversions occur at reduced prices.

Management seeks shareholder authorization to amend the charter to permit the Board to effect, in its discretion, a reverse stock split with a ratio between 1-for-5 and 1-for-10. The stated rationale is to preserve or regain compliance with Nasdaq’s $1.00 minimum bid price rule and to potentially improve perceived investor interest and liquidity, broaden institutional investor participation, and facilitate capital raising. The Board retains discretion whether and when to implement the reverse split within one year, and may choose not to proceed. The company recently effected prior reverse splits (1-for-20 twice), and caution is warranted: multiple recent reverse splits can limit future cure periods under Nasdaq rules and could have adverse effects on liquidity and market perception. The board recommends approval to preserve a tactical option to maintain Nasdaq listing and financing flexibility, balanced against the dilution dynamics and potential negative market reactions to reverse splits. Because the split only consolidates shares and does not alter authorized share counts, it effectively increases available authorized-but-unissued shares for future financing, which is noted as both a benefit for raising capital and a potential anti-takeover mechanism.

Management proposes a substantial increase in the equity pool under the 2023 Incentive Compensation Plan—from 138,861 to 520,000 shares—and a material increase in the per-director annual award cap for non-employee directors to 75,000 shares. The board frames this as essential to retain and attract talent and to align management and director incentives with shareholders. The amendment also ensures compliance with Nasdaq rules for shareholder-approved equity plans and to qualify certain awards as ISOs. The increase is large relative to current outstanding shares and may be dilutive; the board evaluated burn rates and current availability and concluded the amendment would cover anticipated grants through the end of 2026. Stockholders should weigh the need for competitive equity compensation against the dilutionary impact, especially given recent financings and potential large share issuances under the April Notes. The board recommends approval to maintain compensation flexibility and satisfy listing and tax qualification requirements.

Management seeks authority, contingent on stockholder approval, to adjourn the Annual Meeting if insufficient votes are present to approve certain material proposals (Proposals 3–7). The board argues this preserves the company’s ability to solicit additional proxies without having to forgo or withdraw key financing and governance items that are central to the April and February financing transactions and to a potential reverse split and equity plan changes. Granting this authority is standard practice to facilitate completion of an agenda where some proposals are intertwined and critical to financing and operational plans; however, it can be used to mount repeated solicitations that may increase costs and extend uncertainty. The Board recommends approval as a pragmatic measure to ensure the meeting can produce binding approvals if necessary.