Business Context and Reporting Period
Company: Olenox Industries Inc. (formerly Safe & Green Holdings Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: March 12, 2026
Event: Entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities.
Key Financial Metrics
This filing reports on a specific capital raise transaction rather than periodic operating results. Key transaction metrics include:
- Securities Issued: 900 shares of Series C Convertible Preferred Stock.
- Aggregate Stated Value: $900,000.
- Gross Proceeds: $810,000 (Purchase price of approximately $900 per $1,000 of Stated Value).
- Placement Agent Fees: 7.0% of gross proceeds.
- Net Proceeds: Approximately $718,300 (after fees and offering expenses).
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, total debt, or liquidity positions outside of this specific transaction.
Material Changes
The material change reported is the execution of an "Additional Closing" (Second Closing) under a Securities Purchase Agreement originally dated November 25, 2025. This represents an incremental issuance of equity securities to an institutional investor (JAK Industrial Ventures I LLC) compared to the initial closing disclosed in December 2025.
Guidance, Outlook, and Risks
- Registration Rights: The Company agreed to file a registration statement with the SEC within 30 days of the closing (March 12, 2026) to cover the resale of common stock issuable upon conversion of the Series C Preferred Stock. The statement must be declared effective within 30 days of filing (extendable to 60 days for full review or 45 days for partial review).
- Conversion Terms: The Series C Preferred Stock is convertible into common stock at a price subject to adjustment as defined in the Certificate of Designation.
- Exemption: The sale was conducted in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
- Management Commentary: No specific forward-looking guidance or management commentary regarding future operations or financial outlook is provided in this filing.
Investor Verification Checklist
- Verify the full text of the Certificate of Designation (Exhibit 4.1) to understand specific conversion rates, dividend rights, and liquidation preferences of the Series C Preferred Stock.
- Confirm the identity of the institutional investor (JAK Industrial Ventures I LLC) and their existing holdings in the company.
- Monitor the filing of the registration statement required within 30 days of March 12, 2026, to ensure compliance with the Registration Rights Agreement.
- Review the Securities Purchase Agreement (Exhibit 10.1) for any covenants or conditions attached to the "Additional Closings" provision.