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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):
July 3, 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 $0.001 |
|
SGBX |
|
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.
On July 3, 2026, Olenox Industries, Inc., a Delaware
corporation (the “Company”), entered into a Stock Exchange Agreement (the “Exchange Agreement”) with Psylinks
Neurotech Corp., an Alberta corporation (“Psylinks”), and the shareholders of Psylinks listed on the signature pages thereto
(collectively, the “Sellers”). Pursuant to the Exchange Agreement, the Company acquired 100% of the issued and outstanding
shares of stock of Psylinks (the “Acquisition”) on the same date.
Pursuant to the Exchange Agreement, the aggregate
consideration payable by the company to the Sellers by the Company (the “Purchase Price”) consists of US$500,000 in restricted
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an agreed upon value of US$4.80
per share such that the Sellers shall, collectively, be issued 104,166 shares of Common Stock. Pursuant to the Exchange Agreement, the
Company shall hire Psylinks’ key employees; Dr. Ford Burles, PhD, as the Company’s VP of Product Development and Dr. Michael
McLaren-Gradinaru, PhD, as the Company’s VP of Technology.
The Exchange Agreement contains customary non-competition
and non-solicitation covenants applicable to each of the Sellers for a period of two (2) years following the closing date, subject to
certain limited exceptions set forth in the Exchange Agreement. The Exchange Agreement contains customary representations, warranties,
covenants, and indemnification provisions. Subject to the limitations and other provisions of this Agreement, the representations and
warranties contained herein shall survive the Closing and shall remain in full force and effect for the full period of all applicable
statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days.
Pursuant to the Exchange Agreement, an indemnifying
party shall not be liable to an indemnified party for indemnification until the aggregate amount of all losses in respect of indemnification
exceeds $50,000 (the “Deductible”), in which event the indemnifying party shall only be required to pay or be liable for losses
in excess of the Deductible. In addition, the aggregate amount of all losses for which the Sellers shall be liable, arising out of or
resulting from any breach of or inaccuracy in any representation or warranty set forth in the Exchange Agreement shall not exceed fifty
percent (50%) of the dollar amount of the Purchase Price.
The Acquisition may constitute a related party
transaction under applicable SEC rules due to a familial relation between one of the Sellers and the Company’s Chairman. Accordingly,
the Exchange Agreement was reviewed and approved by the Company’s Board of Directors prior to its execution. Chairman Michael McLaren
abstained from the Board of Directors vote.
The foregoing description of the Exchange Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The schedules and certain exhibits to
the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference. On July 3, 2026, the Company completed the Acquisition of 100% of the
issued and outstanding shares of stock of Psylinks. As a result of the closing of the Acquisition, Psylinks became a wholly owned subsidiary
of the Company.
Psylinks is a neurotechnology and applied intelligence
company developing platforms that help people and organizations better understand, measure, and improve systems and cognitive performance,
combining neuroscience, multimodal sensing, signal processing, machine learning, AI, and closed-loop feedback to turn complex brain, body,
computer, and environmental data into practical insight and adaptive support, working across research, human performance, simulation,
defense, industrial, and clinical-adjacent settings, with a broader mission to build technologies that connect real-world data to better
decisions, training, and performance outcomes.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
At the closing of the Acquisition, the Company
issued to the Sellers, as consideration for the shares of stock of Psylinks, shares of Common Stock having a value of US$500,000. The
issuance of the Common Stock at closing were and will be made in reliance on the exemption from registration provided 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,
as transactions by an issuer not involving any public offering. Each Seller represented to the Company that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D, and the shares of Common Stock were and will be acquired for investment purposes
and not with a view to, or for sale in connection with, any distribution thereof. The certificates or book-entry positions evidencing
the shares of Common Stock will bear customary restrictive legends.
Item 8.01 Other Events.
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. federal securities
laws. Forward-looking statements include, without limitation, statements regarding the expected benefits of the Acquisition; the issuance
of the shares of Common Stock, and the future business, operations and financial performance of the Company and its consolidated subsidiaries
(including, following the closing, Psylinks).
These statements are based on current expectations
and assumptions and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that
could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such factors include,
among others: the ability to integrate Psylinks’ operations and realize the anticipated benefits of the Acquisition; the development
of demand for artificial intelligence and high-density compute infrastructure; regulatory and Nasdaq listing developments; and the other
risks and uncertainties described in the Company’s filings with the SEC, including under “Risk Factors” in its Annual
Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, whether
as a result of new information, future developments or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 2.1* |
|
Share Exchange Agreement, dated as of July 3, 2026, by and among Olenox Industries Inc., Psylinks Neurotech Corp., and the shareholders of Psylinks Neurotech Corp. listed on the signature page thereto |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
| * | Schedules and certain exhibits to this Exhibit 2.1 have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule
or exhibit to the SEC upon request. |
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: July 10, 2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael McLaren |
| |
|
Title: |
Chief Executive Officer |
