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  4. [8-K] OLENOX INDUSTRIES INC. Reports Material Event

Olenox Industries (OLOX) extends financing pact and tightens variable-rate share terms

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Olenox Industries Inc. entered into an Amendment Agreement with General Alpha Ltd. on August 4, 2026, modifying a prior stock purchase agreement and related registration rights agreement. The amendments update the company’s name in the documents and change their effective and expiration dates, extending the stock purchase agreement’s expiration to August 3, 2028.

The amendment narrows the anti-dilution protection so it applies only to share issuances other than those to directors, employees or executives, conversions of existing preferred stock, or shares issued for acquisitions. It removes Section 4.18 “Anti-Dilution” exceptions related to those exempt issuances, deletes Sections 7.5 “True-Up” and 6.10 “Review of Public Disclosures,” and adds a new Section 2.3(b)(ix) permitting the purchaser to deduct up to 30% of any Put amount to pay outstanding principal or interest on notes or convertible notes owed by the company to the purchaser.

The amendment also revises the “No Variable Rate Transactions” covenant so that Olenox will not enter into variable-rate common stock issuances that provide a discount to the recipient of more than 10% in total. The company indicates that the described securities are not being offered or sold absent registration or an applicable exemption.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Agreement effective date August 4, 2026 Effective date of the Amendment Agreement between Olenox Industries Inc. and General Alpha Ltd.
Expiration of stock purchase agreement August 3, 2028 New expiration date of the amended Stock Purchase Agreement
Put amount deduction limit 30% Maximum portion of any Put amount that may be applied to Olenox notes owed to the purchaser
Variable-rate discount cap 10% Maximum total discount allowed in variable rate common stock issuances
Anti-Dilution financial
"Section 4.18 “Anti-Dilution” of the Purchase Agreement is amended"
A provision that protects an investor’s ownership stake or the value of convertible securities when a company issues new shares at a lower price. It adjusts the investor’s number of shares or the conversion price so their percentage of ownership or economic interest isn’t unfairly reduced — like getting a bigger slice of cake if the baker cuts more pieces, preserving your share of the whole.
True-Up financial
"Section 7.5 “True-Up” and Section 6.10 “Review of Public Disclosures”"
variable rate transaction financial
"involving a variable rate transaction that would provide a discount"
convertible notes financial
"principal or interest on any notes or convertible notes owed by the Company"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
Registration Rights Agreement regulatory
"and the accompanying Registration Rights Agreement, dated as of May 29, 2025"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Offering Type shelf/structured financing amendment
Use of Proceeds Includes ability for purchaser to apply up to 30% of Put amounts to outstanding notes or convertible notes owed by Olenox

FAQ

What agreement did Olenox Industries (OLOX) amend on August 4, 2026?
Olenox Industries entered into an Amendment Agreement with General Alpha Ltd. modifying a prior Stock Purchase Agreement and related Registration Rights Agreement, originally dated May 29, 2025, and updating their effective and expiration dates.

How long is the amended stock purchase agreement for OLOX now in effect?
The amended stock purchase agreement’s expiration date was extended to August 3, 2028. This replaces the prior expiration of May 8, 2026, giving Olenox and General Alpha a longer period to operate under the financing terms.

How did the Olenox (OLOX) amendment change anti-dilution protection?
The amendment narrows anti-dilution so it applies only to share issuances other than specified exemptions. Exempt issuances include shares to board members, employees or executives, conversions of existing preferred stock, and shares issued in connection with acquisitions.

What new right does General Alpha receive regarding Put amounts under the OLOX agreement?
A new section allows General Alpha to deduct up to 30% of any Put amount to pay outstanding principal or interest on notes or convertible notes Olenox owes to the purchaser, directly linking Put proceeds to debt obligations.

What restriction on variable rate transactions did Olenox (OLOX) agree to?
Olenox agreed not to enter into common stock issuances involving a variable rate transaction that provides a discount of more than 10% in total to the recipient, limiting highly discounted variable-rate financing structures.

Which sections were removed from the Olenox–General Alpha agreements?
The amendment removes Section 7.5 “True-Up” and Section 6.10 “Review of Public Disclosures” from the stock purchase agreement, eliminating those prior adjustment and disclosure review provisions from the contractual framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
false 0001023994 0001023994 2026-08-04 2026-08-04 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): August 4, 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 N. FM 3083 Bldg. C

Conroe, TX 77304

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: (936) 323-6332

 

 

(Former name or former address, if changed since last report.)

 

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.

 

On August 4, 2026 (the “Effective Date”), Olenox Industries Inc. (the “Company”) entered into an Amendment Agreement (the “Amendment”) with General Alpha Ltd., a Saint Kitts and Nevis Company (the “Purchaser”), to amend certain terms and conditions of that Stock Purchase Agreement, dated as of May 29, 2025 (the “Purchase Agreement”) and the accompanying Registration Rights Agreement, dated as of May 29, 2025 (the “RRA” and together with the Purchase Agreement, the “Agreements”) entered into between the Company and the Purchaser. The basic terms and conditions of the Purchase Agreement and RRA were previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2025, and the full text of the Purchase Agreement and the RRA were filed as Exhibit 10.1 and Exhibit 10.2, respectively, thereto. That original text is incorporated by herein by reference.

 

The Amendment amends certain terms of the Agreements, including amending the name of the Company in the Agreements from Safe & Green Holdings Corp. to Olenox Industries Inc.; amending the date of the Agreements from May 29, 2025, to August 4, 2026; amending the expiration date of the Purchase Agreement from May 8, 2026, to August 3, 2028. Section 4.18 “Anti-Dilution” of the Purchase Agreement is amended such that anti-dilution shall apply only to shares issued for any reason other than (i) an issuance of shares to board members, employees, or executives of the Company, (ii) an issuance of shares due to conversions of the Company’s existing shares of preferred stock, or (iii) shares issued due to conversions, or for shares issued for acquisitions. Section 7.5 “True-Up” and Section 6.10 “Review of Public Disclosures” are removed in their entirety. The Amendment adds a new section, Section 2.3(b)(ix), allowing the Purchaser to deduct up to 30% of the Put amount to pay towards any outstanding principal or interest on any notes or convertible notes owed by the Company to the Purchaser. The Amendment revises Section 7.6(b) “No Variable Rate Transactions” of the Purchase Agreement such that the Company shall not effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Company common stock (“Common Stock”) involving a variable rate transaction that would provide a discount to the recipient over ten percent (10%) in total.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

 

The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

 

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Forward-Looking Statements

 

Information contained in this communication, other than statements of historical facts, may include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the SEC, including the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number		   Description
10.1   Amendment Agreement, dated August 4, 2026, between Olenox Industries Inc. and Generating Alpha Ltd.
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

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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: August 10, 2026 By: /s/ Michael McLaren
    Name: Michael McLaren
    Title: Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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