false
0001023994
0001023994
2026-03-12
2026-03-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March
12, 2026
OLENOX INDUSTRIES INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-38037 |
|
95-4463937 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1207, Building C N FM 3083 Rd E
Conroe,
TX 77304
(Address of Principal Executive Offices, Zip Code)
Not Applicable
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: 646-240-4235
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 |
|
OLOX |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
The information set forth in Item 3.02 is incorporated
by reference into this Item 1.01 in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in the Current Report
on Form 8-K filed by Olenox Industries Inc. (formerly Safe & Green Holdings Corp.) (the “Company”) on December 2, 2025
(the “Initial 8-K”), the Company entered into a Securities Purchase Agreement, dated November 25, 2025 (the “Purchase
Agreement”), with an institutional investor (the “Purchaser”) for the purchase and sale of shares of the Company’s
Series C Convertible Preferred Stock, $1.00 par value per share (the “Series C Preferred Stock”). The Purchase Agreement provides
that the Company and the Purchaser may effect one or more additional closings for the purchase and sale of additional shares of Series
C Preferred Stock (each, an “Additional Closing”), subject to the terms and conditions set forth therein. The purchase price
for any Additional Preferred Shares is approximately $900 for each $1,000 of Stated Value of the Additional Preferred Shares. Capitalized
terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement.
On March 12, 2026, the Company and the Purchaser
mutually agreed to effect an Additional Closing pursuant to Section 1(b) of the Purchase Agreement (the “Second Closing”).
At the Second Closing, the Company issued and sold to the Purchaser 900 shares of Series C Preferred Stock (the “Additional Preferred
Shares”), representing an aggregate Stated Value of $900,000, for an aggregate purchase price of $810,000.
The Additional Preferred Shares have the same
rights, preferences, and privileges as the shares of Series C Preferred Stock issued at the initial closing, as set forth in the Certificate
of Designations of Rights and Preferences of Series C Convertible Preferred Stock (the “Certificate of Designation”) previously
filed with the Secretary of State of the State of Delaware on November 26, 2025, a copy of which was filed as Exhibit 3.1 to the Initial
8-K. The Series C Preferred Stock is convertible into shares of the Company’s common stock, $0.01 par value per share (the “Common
Stock”), at a conversion price subject to adjustment as set forth in the Certificate of Designation.
In connection with the Second Closing, the Company
and the Purchaser entered into a Registration Rights Agreement, dated March 12, 2026 (the “Additional Registration Rights Agreement”),
pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”), no later than 30 days
from the date of the Additional Closing, a registration statement covering the resale of the shares of Common Stock issuable upon conversion
of the Additional Preferred Shares and have such registration statement declared effective by the SEC within 30 days of the filing
deadline (which may be extended to 60 days in the event the SEC elects to conduct a full review of such registration statement,
or 45 days in the event of a partial review).
The Additional Preferred Shares were offered and
sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506(b) of Regulation D promulgated thereunder.
Pursuant to the terms of the placement agency
agreement with WestPark Capital Inc., the Company paid the placement agent a commission equal to 7.0% of the gross proceeds from the Additional
Closing. The net proceeds to the Company from the Second Closing were approximately $718,300, after deducting placement agent fees and
the payment of other offering expenses associated with the offering that were payable by the Company.
The foregoing summary of the Certificate of Designation,
Purchase Agreement, and Additional Registration Rights Agreement are subject to and qualified in their entirety by reference to the full
text of such agreements, copies of which are filed or incorporated by reference as exhibits to this Current Report on Form 8-K and are
incorporated herein by reference.
Neither this Current Report on Form 8-K nor any
exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Certificate of Designation of Rights and Preferences of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2025) |
| 10.1 |
|
Securities Purchase Agreement, dated November 25, 2025, between Safe & Green Holdings Corp. and JAK Industrial Ventures I LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 2, 2025) |
| 10.2 |
|
Registration Rights Agreement, dated March 12, 2026, between Olenox Industries Inc. and JAK Industrial Ventures I LLC |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
OLENOX INDUSTRIES INC. |
| |
|
|
| Dated: March 12, 2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: Michael McLaren |
| |
|
Title: Chief Executive Officer |
3
