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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): 02/06/2026
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)
Registrant’s
telephone number, including area code: 646-240-4235
(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 |
|
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 6, 2026, the Board appointed Erik Blum and Adam Falkoff as directors of the Company to fill board seat vacancies. Mr.
Blum and Mr. Falkoff will each serve until the date of the Company’s 2025 Annual Meeting of Shareholders and until his successor
is duly elected and qualified.
As non-employee directors, Mr.
Blum and Mr. Falkoff will participate in the Company’s previously disclosed non-employee director compensation program, which consists
of: (i) an annual cash retainer of $40,000 which is paid in quarterly installments, (ii) an annual cash retainer of $10,000 per committee
chair position held, and (ii) an annual equity grant of restricted stock units under the Company’s Stock Incentive Plan with a grant
date value of approximately $50,000 that will vest quarterly over two years, subject to continued service as a director through such date.
In connection with their appointment, each of Mr. Blum and Mr. Falkoff will receive a pro-rata portion of each to reflect the fact that
they were appointed in February 2026.
A
brief description of the qualifications and experiences of Mr. Blum and Mr. Falkoff are set forth below:
Erik
Blum, age 60, was appointed as a director of the Company on February 3, 3026. Mr. Blum currently serves as Chief Executive
Officer of Fynntechnical Innovations Inc (FYNN), where he has lead the corporate turnaround of a publicly traded company, taking FYNN
from a non-reporting pink sheet status to a fully audited, fully reporting entity under the 1934 Act as of November 2023. With over 30
years’ experience in debt, corporate finance, and company management, Mr. Blum has extensive expertise in equity and debt markets.
Beginning in 2001, Mr. Blum structured CMOs with a specialization in inverse floaters for Fannie Mae and Freddie Mac. In 2005, he created
a reverse convertible bond desk for Stern Agee. He was a registered principal compliance offer for close to 27 years on Wall Street. He
left Wall Street in 2010 to found JW Price LLC, a corporate consulting firm, which focused on providing business development services
to microcaps and other small public companies. During his time at JW Price, Mr. Blum helped multiple companies become successful public
trade entities. He has sat as CEO, CFO, and director of multiple companies and has been instrumental in enabling their turnaround.
Adam
Falkoff, age 57, was appointed as a director of the Company on February 3, 2026. Mr. Falkoff has over 20 years of experience in
public policy, international relations, and business development and diplomacy. He has advised CEOs and Boards of the Fortune 100, Presidents,
Prime Ministers, Cabinet Ministers and Ambassadors. He is a life member of the Council on Foreign Relations and a member of The Trilateral
Commission. Mr. Falkoff is the President of CapitalKeys, a bipartisan global public policy and strategic consulting firm based in Washington
D.C. with offices in London and Singapore. Mr. Falkoff has been serving as the Global Managing Partner of Strategic Ventures at Microsoft.
Prior to Microsoft, he was the Global Head of Government Relations and Philanthropy at Amazon. Previously he served Chairman of the House
International Relations Committee, Congressman Ben Gilman, and also served, in the United States Senate, Chairman of the Banking Committee
Senator Alfonse D’Amato as professional staff and was the White House Liaison. Mr. Falkoff also served Vice President Dan Quayle.
Mr. Falkoff is a recipient of the Ellis Island Medal of Honor, one of the nation’s highest honors, for achievement and inspired
service to the United States. He was twice named to the Washington, D.C. Power 100, a list of the 100 most influential non-elected people
in Washington, D.C. He was appointed by Secretary of State as a United States Public Diplomacy Envoy. Mr. Falkoff received a B.A. from
Duke University and both an M.B.A. and M.I.M. (Master of International Management) from the Thunderbird School of Global Management.
There are no family relationships
between Mr. Blum, Mr. Falkoff, and any of the Company’s directors or executive officers. In addition, as set forth above, neither
Mr. Blum nor Mr. Falkoff are a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 9.01 Financial
Statements and Exhibits
Exhibit
Number |
|
Description |
| 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: February 10, 2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: Michael McLaren |
| |
|
Title: Chief Executive Officer |
