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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):
April 28, 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 |
|
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 1.03 Bankruptcy or Receivership
On April 28, 2026, SG Echo LLC, a Delaware limited
liability company (“SG Echo” or the “Debtor”), a wholly owned subsidiary of Olenox Industries, Inc., a Delaware
corporation (the “Company”), commenced a voluntary case (the “Chapter 11 Case”) under title 11 of the United States
Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Oklahoma (the “Bankruptcy
Court”), to seek for a court-administered reorganization pursuant to a plan of reorganization (the “Plan”). The Chapter
11 Case pertains solely to SG Echo and does not include Olenox Industries, Inc. or any other subsidiaries or affiliates, which continue
to operate normally.
The Debtor continues to operate its business as
the “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtor is now seeking approval of a variety of “first day”
motions containing customary relief intended to facility the Debtor’s ability to continue its ordinary course operations. The Debtor
expects to shortly file the Plan which contemplates the treatment of claims, including general unsecured claims. As such, the Debtor expects
to continue operating as normal during the Chapter 11 Case.
Additional information about the Chapter 11 Case,
including access to Bankruptcy Court documents, is available at the Bankruptcy Court clerk’s office located at 101 N. 5th
Street, P.O. BOX 1888, Muskogee, OK, 74402, or through PACER (Public Access to Court Electronic Records at https://pacer.uscourts.gov).
The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report.
The Notice of Chapter 11 Bankruptcy Case Filing,
and Voluntary Petition, are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated herein by reference.
Item 2.04 Triggering Events That Accelerate
or Increase Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Case constitutes
an event of default that accelerated obligations under the following material debt instruments and agreements: (i) approximately $4 million
(plus any accrued but unpaid interest in respect thereof) under that certain Loan and Security Agreement between SG Echo, LLC and Enhanced
Capital Oklahoma Rural Fund, LLC, dated as of September 20, 2024 (the “Enhanced Loan Agreement”).
The Enhanced Loan Agreement provides that, as
a result of the Chapter 11 Case, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce
such payment obligations under the Enhanced Loan Agreement are automatically stayed as a result of the Chapter 11 Case, and the creditors’
rights of enforcement in respect of the Enhanced Loan Agreement are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01 Regulation FD Disclosure
On May 4, 2026, the Company issued a press release
announcing the Chapter 11 Case and other matters, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference. The
information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “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,
and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation
language in such filings, except to the extent as expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company
intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can generally
identify forward looking statements by the use of forward-looking terminology such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “seek,” “vision,” “should,” or
the negative thereof or other variations thereon or comparable terminology.
Forward-looking
statements include those we make regarding SG Echo’s ability to continuing operating its business and implement the restructuring
pursuant to the Chapter 11 Case. The preceding list is not intended to be an exhaustive list of all of the Company’s forward-looking
statements. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections.
While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements
are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. Given
these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking
statements included elsewhere in this press release are not guarantees. Any forward-looking statement that the Company makes in this
press release speaks only as of the date of such statement. Except as required by law, the Company does not undertake any obligation
to update or revise, or to publicly announce any update or revision to, any of the forward-looking
Item
9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Notice
of Chapter 11 Bankruptcy Case Filing, dated April 28, 2026 |
| 10.2 |
|
Voluntary
Petition, dated April 28, 2026 |
| 99.1 |
|
Press
Release dated May 4, 2026 |
| 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: May 4, 2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael McLaren |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Olenox Industries Announces Strategic Reorganization of Subsidiary
SG Echo LLC to Strengthen Long-Term Growth
CONROE, Texas, May 4, 2026 (GLOBE NEWSWIRE) — Olenox Industries
Inc. (NASDAQ: OLOX) (“Olenox” or the “Company”), a vertically integrated energy company focused on oil
and gas, energy services, and energy technologies, today announced that its wholly owned subsidiary, SG Echo LLC (“SG Echo”),
has initiated a voluntary Chapter 11 reorganization proceeding in the United States Bankruptcy Court for the Eastern District of Oklahoma.
The filing applies solely to SG Echo and does not involve Olenox Industries
Inc. or any of its other subsidiaries or affiliates, all of which continue normal operations without interruption.
SG Echo is pursuing this court-supervised process as part of a proactive
strategy to strengthen its financial foundation, streamline operations, and position the business for sustainable long-term growth. The
Company expects SG Echo to continue operating in the ordinary course throughout the reorganization process.
“Over the past several months, we have taken meaningful steps
to enhance SG Echo’s operational efficiency, including the successful relocation of its manufacturing facility to Conroe, Texas,”
said Mike McLaren, Chief Executive Officer and Chairman of the Board. “This reorganization represents a constructive path forward,
enabling SG Echo to significantly reduce its liabilities—by an estimated $2 million—and emerge as a stronger, more resilient
business with improved cash flow generation.”
Chief Financial Officer Patricia Kaelin added, “This process
provides SG Echo with the flexibility and tools needed to address legacy obligations while accelerating its transformation into a leaner,
more efficient operation. We view this as an important milestone in unlocking long-term value for our shareholders.
The financial restructuring will be implemented through a plan of reorganization,
subject to court approval, and is designed to support SG Echo’s continued operations while enhancing its competitive positioning.
Olenox remains focused on delivering high-quality products and services
across its core markets, including modular infrastructure, oil and gas, energy services, and energy technologies.
About Olenox Industries Inc.
Olenox Industries
Inc. (NASDAQ: OLOX) is a vertically integrated energy company operating across multiple business lines, including oil and gas, energy
services, and energy technologies. The Company is focused on acquiring, optimizing, and scaling energy-related infrastructure and operating
assets across key U.S. markets.
Forward-Looking Statements
This press release contains “forward-looking
statements”. Forward-looking statements reflect our current view about future events. When used in this press release, the words
“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan,” “poised” “restructuring,” or the negative of these terms and similar expressions, as they
relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained
in this press release relating to our business strategy, our future operating results and liquidity, and capital resources outlook. Forward-looking
statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are
neither statements of historical fact nor guarantees of future performance. We caution you therefore against relying on any of these forward-looking
statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include,
without limitation, SG Echo’s ability to successfully reorganize through the bankruptcy process, the Company’s ability to
raise capital to fund continuing operations; competition from other providers and products; the Company’s ability to develop and
commercialize products and services; changes in government regulation; the Company’s ability to complete capital raising transactions;
the Company’s operations and results of operations and other factors relating to our industry. Actual results may differ significantly
from those anticipated, believed, estimated, expected, intended, or planned. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels
of activity, performance, or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect
any event or circumstance that may arise after the date of this release.
Investors: investors@olenox.com
Source: Olenox Industries Inc.
