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

Olenox Industries (NASDAQ: OLOX) wins approval for major share increase and reverse split authority

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

Rhea-AI Filing Summary

Olenox Industries held its 2025 annual meeting on March 31, 2026, where stockholders approved a broad set of governance and capital structure changes. Seven directors were re-elected, the auditor RBSM LLP was ratified, and executive compensation was approved on an advisory basis.

Stockholders authorized large potential equity issuance: approval of issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each equal to or above 20% of common stock outstanding before issuance, an increase in shares under the Stock Incentive Plan by 1,500,000 shares plus a 4.5% annual evergreen feature, and an increase in authorized common stock from 75,000,000 to 3,000,000,000 shares.

They also approved an amendment allowing a reverse stock split in a range of 1‑for‑10 to 1‑for‑20 at the board’s discretion and authorized potential adjournments, though no adjournment was needed. A proposed merger with New Asia Holdings, Inc. and related preferred stock conversion did not receive sufficient stockholder approval.

Positive

  • None.

Negative

  • Significant dilution capacity approved: Authorized common shares increased from 75,000,000 to 3,000,000,000, large issuances of at least 20% of outstanding stock were approved for two investors, and the Stock Incentive Plan was expanded with a 1,500,000‑share increase plus a 4.5% annual evergreen feature.

Insights

Olenox shareholders cleared major dilution capacity and a reverse split, while rejecting a proposed merger.

Stockholders approved multiple proposals that significantly expand Olenox’s ability to issue equity. Authorized common stock rises from 75,000,000 to 3,000,000,000 shares, and issuances tied to Generating Alpha and JAK Industrial Ventures may each reach at least 20% of pre‑issuance outstanding shares.

The Stock Incentive Plan grows by 1,500,000 shares and adds a 4.5% evergreen tied to year‑end common shares, increasing potential long‑term equity-based compensation. A reverse split in the 1‑for‑10 to 1‑for‑20 range was approved, giving the board flexibility that can be relevant to Nasdaq listing compliance. By contrast, the merger with New Asia Holdings and related preferred conversion did not obtain the requisite support, leaving Olenox to pursue its industrial holding strategy independently.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes 5,293,058 For; 192,192 Against; 71,503 Abstain RBSM LLP appointment for year ended December 31, 2025
Say-on-pay votes 3,993,730 For; 128,127 Against; 56,615 Abstain Advisory approval of executive compensation
Merger proposal votes 3,839,210 For; 306,347 Against; 32,915 Abstain Merger with New Asia Holdings and preferred conversion not approved
Authorized common stock increase 75,000,000 to 3,000,000,000 shares Amendment to articles of incorporation
Stock Incentive Plan share increase 1,500,000 shares + 4.5% annual evergreen Plan shares tied to prior year-end common stock for 10 years
Reverse split range 1-for-10 to 1-for-20 Board-authorized reverse split of issued and outstanding common stock
Issuances approval threshold ≥20% of outstanding common stock Issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC
Proposal 7 approval votes 4,344,754 For; 1,178,548 Against; 33,451 Abstain Increase in authorized common shares to 3,000,000,000
say-on-pay financial
"The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
Nasdaq Rule 5635(d) regulatory
"The stockholders approved, in compliance with Nasdaq Rule 5635(d), the issuance of shares of our Common Stock"
reverse stock split financial
"to effect a reverse stock split with respect to the issued and outstanding Common Stock, including stock held by the Company as treasury shares"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Stock Incentive Plan financial
"increase of the maximum number of authorized shares subject to the SG Blocks, Inc. Stock Incentive Plan, as amended from time to time"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
forward-looking statements regulatory
"Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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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): March 31, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On March 31, 2026, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Olenox Industries Inc., a Delaware corporation (the “Company”), the stockholders of the Company voted on the following ten (10) proposals and votes were cast as described below. These matters are described in detail in the Company’s definitive proxy statement on Schedule 14A (Amendment No. 1), filed with the Securities and Exchange Commission on February 13, 2026 (the “Definitive Proxy Statement”).

 

The final results for Proposals 1 – 10 as set forth in the Definitive Proxy Statement are as follows:

 

Proposal No. 1

 

The following seven (7) individuals were re-elected as directors, each to serve a one-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified with the following votes:

 

  For   Withheld   Broker Non-Votes
Michael McLaren 4,048,402   130,070   1,378,281
Adam Falkoff 4,069,596   108,876   1,378,281
Jill Anderson 4,070,842   107,630   1,378,281
Thomas Meharey 4,067,710   110,762   1,378,281
Paula J. Dobriansky 4,070,550   107,922   1,378,281
Erik Blum 4,070,097   108,375   1,378,281
Samarth Verma 2,543,827   1,634,645   1,378,281

 

Proposal No. 2

 

The stockholders ratified and approved the appointment of RBSM LLP, as the Company’s independent registered public accounting firm, for the year ended December 31, 2025, based on the votes set forth below:

 

For   Against   Abstain   Broker Non-Votes
5,293,058   192,192   71,503   0

 

Proposal No. 3

 

The stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“say-on-pay”), as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,993,730   128,127   56,615   1,378,281

 

Proposal No. 4

 

The requisite number of stockholders did not approve the merger pursuant to the terms of the Agreement and Plan of Merger, dated February 2, 2025, by and between the Company and New Asia Holdings, Inc., and subsequently, the conversion of the Company’s Series A Convertible Preferred Stock, par value $1.00 (“Preferred Stock”), into shares of the Company’s common stock, par value $0.01 (the “Common Stock”), whereby each share of Preferred Stock converts into fifteen (15) shares of Common Stock, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,839,210   306,347   32,915   1,378,281

 

Proposal No. 5

 

The stockholders approved, in compliance with Nasdaq Rule 5635(d), the issuance of shares of our Common Stock, pursuant to those certain securities purchase agreements, dated as of March 27, 2025, April 11, 2025, and May 29, 2025, respectively, in each case by and between the Company and Generating Alpha Ltd., in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such shares, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,396,340   410,797   371,335   1,378,281

 

1

 

Proposal No. 6

 

The stockholders approved the increase of the maximum number of authorized shares subject to the SG Blocks, Inc. Stock Incentive Plan, as amended from time to time (the “Stock Incentive Plan”), by 1,500,000 shares and to automatically increase the maximum number of authorized shares subject to the Stock Incentive Plan on January 1 of each calendar year for a period of ten years commencing on January 1, 2026, in an amount equal to 4.5% of the number of shares of Common Stock outstanding on December 31 of the preceding calendar year, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,540,624   606,719   31,129   1,378,281

 

Proposal No. 7

 

The stockholders approved the amend the articles of incorporation to increase the authorized shares of Common Stock from 75,000,000 shares to 3,000,000,000 shares, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
4,344,754   1,178,548   33,451   0

 

Proposal No. 8

 

The stockholders approved, in compliance with Nasdaq Rule 5635(d), the issuance of shares of our Common Stock, pursuant to that certain Securities Purchase Agreement, dated as of November 25, 2025, by and between the Company and JAK Industrial Ventures I LLC, in an amount equal to or in excess of 20% of our Common Stock outstanding immediately prior to the issuance of such shares, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
3,575,995   236,993   365,484   1,378,281

 

Proposal No. 9

 

The stockholders approved an amendment to the Company’s Certificate of Incorporation, in substantially the form attached to the Definitive Proxy Statement as Appendix D, to effect a reverse stock split with respect to the issued and outstanding Common Stock, including stock held by the Company as treasury shares, at a ratio of 1-for-10 to 1-for-20, with the ratio within such range to be determined at the discretion of the Company’s Board of Directors and included in a public announcement, subject to the authority of the Board of Directors to abandon such amendment, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
4,456,081   997,027   103,645   0

 

Proposal No. 10

 

The stockholders approved one or more adjournments of the 2025 Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Proposals listed hereinabove, if there are not sufficient votes at the 2025 Annual Meeting to approve and adopt the Proposals as described further in the Definitive Proxy Statement. However, an adjournment was not needed as Proposals 1, 2, 3, 5, 6, 7, 8 and 9 received sufficient number of votes for approval. The results of this proposal were as follows:

 

For   Against   Abstain   Broker Non-Votes
4,865,394   595,208   96,151   0

 

Item 7.01 Regulation FD Disclosure.

 

On April 2, 2026, the Company issued a press release (the “Press Release”) announcing the results of the Annual Meeting. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except expressly as set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit

Number

   Description
99.1   Press Release of Olenox Industries Inc., dated April 2, 2026
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

 

2

 

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: April 2, 2026 By: /s/ Michael McLaren
    Name: Michael McLaren
    Title: Chief Executive Officer

 

3

 

Exhibit 99.1

 

OLENOX ANNOUNCES RESULTS OF ANNUAL STOCKHOLDER MEETING

 

Conroe, Texas / April 2, 2026 / ACCESS Newswire / Olenox Industries, Inc. (NASDAQ: OLOX) (“Olenox” or the “Company”) is pleased to announce the results of its 2025 Annual Meeting of Stockholders, held March 31, 2026, at 1:00 P.M. Central Time (the “Annual Meeting”).

 

At the Annual Meeting, the stockholders approved the following corporate actions:

 

  ● the election of Michael McLaren, Adam Falkoff, Jill Anderson, Thomas Meharey, Paula J. Dobriansky, Erik Blum and Samarth Verma to serve as the Company’s Board of Directors;
     
  ● the ratification of the appointment of RBSM LLP, as the Company’s independent registered public accounting firm for the year ended December 31, 2025;
     
  ● the approval, on an advisory and non-binding basis, the compensation of the Company’s named executive officers;
     
  ● the approval of the issuances of shares of the Company’s common stock, pursuant to those certain securities purchase agreements, dated as of March 27, 2025, April 11, 2025, and May 29, 2025, respectively, in each case by and between the Company and Generating Alpha Ltd., in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such shares;
     
  ● the approval to increase in the maximum number of authorized shares subject to the SG Blocks, Inc. Stock Incentive Plan, as amended from time to time, by 1,500,000 shares and to automatically increase the maximum number of authorized shares subject to the Stock Incentive Plan on January 1 of each calendar year for a period of ten years commencing on January 1, 2026, in an amount equal to 4.5% of the number of shares of Company common stock outstanding on December 31 of the preceding calendar year;
     
  ● the approval to amend the Company’s articles of incorporation to increase the authorized shares of the Company’s common stock from 75,000,000 shares to 3,000,000,000 shares;
     
  ● the approval of the issuance of shares of the Company’s common stock, pursuant to that certain Securities Purchase Agreement, dated as of November 25, 2025, by and between the Company and JAK Industrial Ventures I LLC, in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such shares;
     
  ● the approval to an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split with respect to the Company’s issued and outstanding common stock, par value $0.01 per share, including stock held by the Company as treasury shares, at a ratio of 1-for-10 to 1-for-20, with the ratio within such range to be determined at the discretion of the Company’s Board of Directors and included in a public announcement, subject to the authority of the Board of Directors to abandon such amendment; and
     
  ● the approval of one or more adjournments of the 2025 Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals for the 2025 Annual Meeting.

 

The following corporate action was not approved by the Stockholders:

 

  ● the approval of the Agreement and Plan of Merger, dated February 2, 2025, by and between the Company and New Asia Holdings, Inc., and subsequently, the conversion of the Company’s Series A Convertible Preferred Stock, par value $1.00 per share, into shares of the Company’s common stock, whereby each share of Series A Convertible Preferred Stock converts into fifteen (15) shares of Company common stock.

 

 

 

About Olenox Industries, Inc.

 

Olenox Industries Inc. (Nasdaq: OLOX), formerly known as Safe & Green Holdings Corp. (SGBX), is an industrial holding company focused on acquiring, operating, and scaling businesses that provide engineered solutions across industrial, energy, and infrastructure markets. Through its subsidiaries, including Giant Containers, the Company delivers high-quality modular and containerized systems designed for rapid deployment and long-term performance.

 

Safe Harbor Statement

 

Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

 

Investors:

 

investors@olenox.com

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Olenox Industries (OLOX) stockholders approve at the 2025 annual meeting?

Stockholders approved re-election of seven directors, ratification of RBSM LLP as auditor, advisory approval of executive compensation, major equity issuances to Generating Alpha and JAK Industrial Ventures, expansion of the Stock Incentive Plan, a large increase in authorized common shares, and a reverse stock split authorization.

How did Olenox (OLOX) change its authorized share capital?

Stockholders approved amending the articles of incorporation to increase authorized common stock from 75,000,000 shares to 3,000,000,000 shares. This gives Olenox substantial flexibility to issue additional equity for financings, incentives, or acquisitions, though actual future issuances would depend on specific board-approved transactions.

What reverse stock split did Olenox Industries (OLOX) authorize?

Stockholders approved an amendment allowing a reverse stock split of Olenox’s issued and outstanding common stock at a ratio between 1-for-10 and 1-for-20. The exact ratio, and whether to proceed, is left to the board’s discretion and would be announced publicly if implemented.

Were the large stock issuances to Generating Alpha and JAK Industrial Ventures approved?

Yes. Stockholders approved, under Nasdaq Rule 5635(d), issuances of common stock to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each in an amount equal to or exceeding 20% of common stock outstanding immediately before issuance, as described in prior securities purchase agreements.

What changes were made to Olenox’s Stock Incentive Plan?

Stockholders approved increasing the maximum shares under the Stock Incentive Plan by 1,500,000 shares and adding an automatic annual increase. Beginning January 1, 2026, authorized plan shares will rise each year by 4.5% of common stock outstanding on the prior December 31 for ten years.

Did Olenox (OLOX) stockholders approve the merger with New Asia Holdings?

No. The requisite number of stockholders did not approve the merger with New Asia Holdings, Inc. and the related conversion of Series A Convertible Preferred Stock into common stock at a 15:1 ratio, so that transaction and conversion will not proceed under the submitted terms.

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