Every 8-K that Safe & Green Holdings Corp. (SGBX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SGBX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SGBX filings page.
Olenox Industries Inc. appointed Erik Blum as President effective June 1, 2026 under a one-year employment agreement. His compensation includes a $200,000 annual base salary, a $50,000 restricted stock grant vesting quarterly over eighteen months, and an annual performance bonus of up to 20% of base salary in cash and/or equity.
Blum remains on the Board of Directors and brings more than 30 years of debt, corporate finance, and management experience, including roles as CEO, CFO, and director at multiple companies. The agreement includes a one-year post-termination non-compete and non-solicit and confidentiality provisions.
The company also informed Chief Financial Officer Patricia Kaelin of her dismissal on June 5, 2026 and received her resignation letter the same day. Olenox has begun a search for a new CFO and may file any response letter from Ms. Kaelin as an amendment.
Olenox Industries Inc. furnished an update on Bitcoin mining operations and the recently closed acquisition of CS Digital Ventures. The company reported its first monthly Bitcoin production update for May 2026 and explained that current output comes from third-party hosting facilities on the ERCOT grid.
Management outlined profit-share hosting structures, noting that reported production and hashrate reflect Bitcoin credited to Olenox’s pool accounts, with some hosting costs invoiced separately. Operations in Texas were deliberately curtailed and run in low-power mode during hot weather to protect hardware, which temporarily lowers hashrate and production.
Olenox recapitalized the CS Digital deal, citing upfront consideration of US$30 million, split between US$14 million in Series D Preferred Stock and a US$16 million unsecured Seller Note, plus warrants for 1,500,000 common shares and up to US$20 million in additional Series D upon achieving revenue and Adjusted EBITDA milestones. CS Digital adds about 35 MW of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s plan to develop off-grid, gas-powered digital infrastructure targeting power costs below $0.02 per kWh.
Olenox Industries Inc. completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a digital infrastructure company focused on energy-intensive data centers, for total upfront consideration of US$30 million.
The upfront package includes US$14 million in newly issued Series D Preferred Stock, a US$16 million unsecured Seller Note, and Warrants to purchase 1,500,000 common shares in three tranches at exercise prices of $5.00, $7.00 and $9.00 per share. Sellers may receive up to an additional US$20 million in Series D Preferred Stock if CS Digital meets post-closing revenue and Adjusted EBITDA milestones.
Conversion of the Series D Preferred Stock and exercise of the Warrants into common stock require stockholder approval under Nasdaq Listing Rule 5635 and are further limited by a 19.9% beneficial ownership cap. CS Digital contributed approximately 35 megawatts of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s strategy to build off-grid, gas-powered infrastructure for energy-intensive data center and AI compute workloads.
Olenox Industries Inc. approved a change to its charter to carry out a reverse stock split of its common stock. Effective 12:01 a.m. Eastern Time on May 8, 2026, the company implemented a one-for-ten reverse stock split of its issued and outstanding common shares.
Every 10 shares of common stock were automatically reclassified into one share. The company did not issue fractional shares; instead, any fractional amounts were rounded up so each affected stockholder received the nearest whole share.
Olenox Industries Inc. disclosed that its wholly owned subsidiary SG Echo LLC has voluntarily filed for a Chapter 11 reorganization in the U.S. Bankruptcy Court for the Eastern District of Oklahoma. The case covers only SG Echo; Olenox and its other subsidiaries continue normal operations.
The filing triggered an event of default under SG Echo’s Enhanced Loan Agreement, accelerating approximately $4 million of principal plus accrued interest, although enforcement is stayed by the bankruptcy process. Olenox’s press release states the reorganization is intended to streamline SG Echo’s operations and reduce its liabilities by an estimated $2 million through a court-approved plan of reorganization while SG Echo continues operating in the ordinary course.
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.
Olenox Industries Inc. entered two settlement agreements on February 11, 2026 with Michael McLaren to resolve a convertible note and disputes over Series A Non-Voting Convertible Preferred Stock. The company will issue 626,325 restricted common shares to fully settle the note and 585,000 restricted common shares in exchange for the surrender of 39,000 preferred shares, with McLaren waiving and releasing related claims.
The company also appointed Ambassador Paula J. Dobriansky to its board to fill a vacancy, with service running until the 2025 annual meeting. As a non-employee director, she will receive cash retainers and an equity grant of restricted stock units under the existing director compensation program.
Olenox Industries Inc. entered into a settlement and release agreement with Cedar Advance LLC to resolve an outstanding balance of $1,732,500 under prior merchant cash advance agreements. Olenox will issue Cedar up to 500,000 common shares as initial consideration, subject to a 4.99% beneficial ownership cap at any time.
After Cedar sells the initial shares, the parties will compare Cedar’s gross sale proceeds to the $1,732,500 balance. If proceeds are lower, Olenox will issue additional restricted “true-up” shares, calculated by dividing the shortfall by the 10‑day volume weighted average price of the stock. Both parties mutually release all other claims, preserving only rights to enforce this agreement.
Olenox Industries Inc. filed a report describing the appointment of two new independent directors. On February 6, 2026, the board filled vacant seats by adding Erik Blum and Adam Falkoff, who will serve until the company’s 2025 annual shareholder meeting and until successors are elected and qualified.
As non-employee directors, they will join the existing director compensation program, which includes a $40,000 annual cash retainer, an additional $10,000 per committee chair role, and an annual equity grant of restricted stock units valued at about $50,000 that vest quarterly over two years. Because they joined in February 2026, each will receive pro-rated cash and equity awards reflecting their partial-year service.
The filing highlights Mr. Blum’s more than 30 years in debt and corporate finance, including leading a turnaround at Fynntechnical Innovations Inc., and Mr. Falkoff’s extensive background in public policy, international relations, and global strategic consulting, including senior roles advising corporate leaders and government officials. The company states there are no family relationships or related-party transactions involving these new directors that require disclosure.
Olenox Industries Inc., which lists its common stock on Nasdaq under the symbol SGBX, reported a change in its independent accounting firm. On January 20, 2026, the company appointed RBSM LLP, Certified Public Accountants, to audit its financial statements for the year ended December 31, 2025. The company states that during fiscal years 2023 and 2024, and the interim periods before this appointment, neither Olenox nor anyone on its behalf consulted RBSM on accounting principles, potential audit opinions, disagreements under Regulation S-K Item 304(a)(1)(iv), or reportable events under Item 304(a)(1)(v).
Olenox Industries Inc., formerly Safe & Green Holdings Corp., is changing its corporate name and Nasdaq trading symbol. The company filed a Certificate of Amendment in Delaware to adopt the new name Olenox Industries Inc.
The Nasdaq ticker symbol is being changed from “SGBX” to “OLOX.” Both the new name and ticker symbol are scheduled to become effective on January 22, 2026. The company also issued a press release on January 20, 2026 to announce these changes, which is included as an exhibit.
Safe & Green Holdings Corp. reported that its 2025 Annual Meeting of Stockholders, convened on January 14, 2026, was adjourned because there were not enough shares present or represented by proxy to constitute a quorum. No business was conducted at this session.
The meeting is scheduled to reconvene virtually on January 28, 2026 at 1:00 p.m. Eastern Time to vote on the same proposals described in the proxy statement filed on December 19, 2025. The record date remains the close of business on November 21, 2025, and proxies already submitted will be voted at the reconvened meeting unless properly revoked. The company will continue soliciting proxies and has issued a press release about the adjournment, filed as Exhibit 99.1.
Safe & Green Holdings Corp. reported that its independent auditor, M&K CPAS, PLLC, resigned as the company’s auditor effective January 6, 2026, and the Board of Directors unanimously accepted the resignation on January 9, 2026. M&K had audited the company’s financial statements for the two years ended 2024 and, while its April 1, 2025 report contained no adverse or disclaimer of opinion, it did include a paragraph in each of the past two years expressing doubt about the company’s ability to continue as a going concern. The company states that during the fiscal years 2023 and 2024 and through January 6, 2026 there were no disagreements with M&K on accounting principles, financial statement disclosure, or audit scope, and no reportable events as defined in Regulation S-K. Safe & Green provided M&K with these disclosures, and M&K supplied a confirming letter, filed as Exhibit 16.1.
Safe & Green Holdings Corp., through its wholly owned subsidiary Olenox Corp, agreed to buy a real estate property in Conroe, Texas, for $3,000,000. The Conroe Property includes office and warehouse space and is being purchased from Charles E Webb Jr Family Partnership LTD.
The deal is explicitly contingent on Olenox obtaining a third-party loan secured by the property for $2,400,000 with a term of at least 20 years, an initial interest rate not above 8.000%, and payments based on at least a 20‑year amortization period. Olenox is required to deposit $30,000 as earnest money and has already entered into a commercial lease for the property, with $4,000 of monthly lease payments credited toward the purchase price at closing.
Under the lease, Olenox must provide a $20,000 security deposit and maintain commercial general liability insurance of at least $2,000,000, naming the seller as an additional insured. Olenox will take occupancy on September 26, 2025 and has the option to extend the closing for up to 24 months.
Safe & Green Holdings Corp. entered into a $2,000,000 settlement agreement with EDI International PC to resolve ongoing litigation in California. The case had already resulted in a jury verdict and a December 20, 2024 judgment in favor of the company, along with an award of $1,046,231 in attorneys’ fees and $111,006.62 in costs on May 28, 2025. Under the settlement, EDI will pay the company $2,000,000 no later than October 15, 2025, subject to exchange of executed documents and tax/payee information. After receiving full payment, the company will file an acknowledgement of full satisfaction of judgment, both sides will dismiss all appeals with prejudice, and each party will release all claims against the other except for obligations under the settlement.
Safe & Green Holdings Corp. approved and implemented a 1-for-64 reverse stock split of its common stock. Effective as of 12:01 a.m. Eastern Time on September 8, 2025, every 64 issued and outstanding shares were automatically reclassified into one share.
No fractional shares were issued. Instead, any stockholder otherwise entitled to a fractional share received their ownership rounded up to the nearest whole share. The change was effected through a Certificate of Amendment to the company’s Amended and Restated Certificate of Incorporation filed in Delaware on September 4, 2025.
Safe & Green Holdings Corp. held a special stockholder meeting where all three proposals were approved. Stockholders authorized the board to implement a reverse stock split of the common stock at a ratio between 1-for-10 and up to 1-for-100, to be effected within one year at the board’s discretion. They also approved, for Nasdaq rule 5635(d) purposes, issuing conversion shares tied to the company’s Series B Preferred Stock, including amounts exceeding 19.99% of the common stock outstanding on July 17, 2025. A proposal to adjourn the meeting was approved but ultimately not needed because the first two proposals received sufficient support.
Safe & Green Holdings Corp. (Nasdaq: SGBX) filed an 8-K disclosing that on 28 Jul 2025 it executed a non-binding Letter of Intent to buy 100% of Rock Springs Energy Group, LLC for an estimated $35 million. The deal would give SGBX ownership of Rock Springs’ mothballed, incomplete oil refinery in Rock Springs, Wyoming.
Principal LOI terms:
- Due-diligence window: 60 days; price may be adjusted based on findings and market conditions.
- Exclusivity: Seller agrees not to solicit other bids during the diligence period.
- Termination right: Either party may withdraw without liability if diligence is unsatisfactory.
- Timeline: Target to sign definitive agreements within 30 days after diligence, and close within 30 days thereafter.
A press release announcing the LOI was issued on 5 Aug 2025 (Exhibit 99.1). No financial statements or earnings metrics accompany this filing. The company includes forward-looking-statement disclaimers and refers investors to existing risk-factor disclosures.
Safe & Green Holdings Corp. (Nasdaq: SGBX) has avoided immediate delisting after receiving a July 8, 2025 decision letter from the Nasdaq Hearings Panel granting conditional continued listing on the Nasdaq Capital Market.
Key conditions imposed by the Panel:
- Reverse stock split must be effected on or before August 28, 2025.
- The post-split shares must achieve a closing bid price ≥ $1.00 for at least 10 consecutive business days to satisfy Nasdaq Listing Rule 5550(a)(2).
- By July 18, 2025, the Company must publicly disclose that it has eliminated the Class B warrants from its April 2025 offering and confirm to Nasdaq that no shares underlying those warrants were issued.
The Panel’s ruling followed a June 17, 2025 hearing at which management presented a compliance plan. The Company “intends to satisfy” all conditions but warns there is no assurance it will meet the deadlines. Failure would place the listing at risk again.
Implications for investors: The extension averts an immediate trading suspension, yet the required reverse split could alter share count and investor perception. Continued sub-$1 trading or inability to retire the Class B warrants could still trigger delisting.