Business Context and Reporting Period
Company: Olenox Industries Inc. (formerly Safe & Green Holdings Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: August 4, 2026
Event: Entry into a Material Definitive Agreement (Amendment Agreement) with General Alpha Ltd. regarding a prior Stock Purchase Agreement and Registration Rights Agreement dated May 29, 2025.
Key Financial Metrics
This filing is a current report regarding a contractual amendment and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Agreement Amendments
The Amendment Agreement modifies the terms of the original Agreements as follows:
- Corporate Name: Updated from "Safe & Green Holdings Corp." to "Olenox Industries Inc."
- Effective Dates: Agreement date updated to August 4, 2026; Expiration date extended from May 8, 2026, to August 3, 2028.
- Anti-Dilution Provisions: Section 4.18 amended to limit anti-dilution protection. It now applies only to shares issued for reasons other than: (i) issuance to board members, employees, or executives; (ii) conversion of existing preferred stock; or (iii) shares issued for acquisitions.
- Removed Clauses: Section 7.5 ("True-Up") and Section 6.10 ("Review of Public Disclosures") were removed in their entirety.
- New Deduction Right: Added Section 2.3(b)(ix), allowing the Purchaser to deduct up to 30% of the Put amount to pay towards outstanding principal or interest on notes or convertible notes owed by the Company to the Purchaser.
- Variable Rate Transactions: Revised Section 7.6(b) to prohibit the Company from entering into variable rate transactions involving a discount to the recipient of more than 10% in total.
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing includes standard disclaimers that forward-looking statements are not guarantees of future performance and are subject to risks detailed in the Company's Form 10-K for the year ended December 31, 2025, and subsequent Form 10-Q reports.
Offer Status: This report does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the full text of the Amendment Agreement filed as Exhibit 10.1 to confirm specific legal language regarding the 30% Put amount deduction.
- Review the original Stock Purchase Agreement and Registration Rights Agreement (filed June 4, 2025) to understand the baseline terms being amended.
- Confirm the Company's current outstanding debt obligations to General Alpha Ltd. to assess the potential impact of the new deduction right.
- Monitor future filings for any variable rate transactions to ensure compliance with the new 10% discount cap.
- Check the Company's Form 10-K (2025) for detailed risk factors referenced in the forward-looking statements.