Business Context and Reporting Period
Company: Olenox Industries Inc. (formerly Safe & Green Holdings Corp.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Segments: Construction (Modular structures), Oil & Gas, Technology (SaaS/IoT), and Environmental Services.
Key Developments: The Company underwent significant restructuring in 2025, including the merger with New Asia Holdings, Inc. (NAHD) to acquire oil and gas assets and the acquisition of Giant Containers Inc. to bolster its modular business. The Company also deconsolidated SG DevCorp in 2024. Subsequent to the reporting period, a wholly-owned subsidiary, SG Echo, filed for Chapter 11 bankruptcy protection.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $2,952,578 | $4,976,618 |
| Net Loss | $(18,820,190) | $(16,979,682) |
| Operating Loss | $(14,068,341) | $(9,706,615) |
| Cash and Cash Equivalents (Year End) | $427,866 | $375,873 |
| Net Cash Used in Operating Activities | $(7,836,959) | $(10,898,755) |
| Total Assets | $36,035,707 | $6,071,524 |
| Total Liabilities | $28,445,961 | $18,531,832 |
| Stockholders' Equity | $7,589,746 | $(12,460,308) |
Note: The increase in Total Assets and Equity in 2025 is primarily driven by the NAHD and Giant Containers acquisitions, which added significant goodwill and intangible assets.
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased 41% to $2.95 million, primarily due to a 54% drop in Construction Services revenue ($2.29M vs $4.98M). This was partially offset by the addition of Oil & Gas ($288k) and Technology ($378k) segments following the NAHD merger.
- Increased Operating Loss: Operating loss widened by 45% to $14.07 million. This was driven by increased corporate overhead (SEC compliance, legal, IT) and losses in the newly acquired Oil & Gas and Technology segments.
- Non-Operating Items: The 2025 net loss included a $4.65 million loss on debt extinguishment and a $4.28 million loss on the initial recognition of embedded derivatives. These were partially offset by a $2.0 million legal settlement gain and gains on derivative settlements.
- Balance Sheet Transformation: Stockholders' equity turned from a deficit of $(12.46) million in 2024 to a positive $7.59 million in 2025, largely due to the issuance of preferred stock and common stock in connection with acquisitions and capital raises.
Guidance, Outlook, Risks, and Contingencies
- Going Concern: The independent auditors have expressed substantial doubt about the Company's ability to continue as a going concern. The Company has incurred recurring losses, has negative working capital of approximately $24.3 million, and relies on financing transactions to fund operations.
- Liquidity Risk: Cash resources are insufficient to sustain operations without additional financing. The Company has deferred payments to vendors and relies on debt and equity issuances. Failure to raise capital could force a curtailment of operations.
- Subsequent Event - Bankruptcy: On April 28, 2026, subsidiary SG Echo filed for Chapter 11 bankruptcy. This triggered an event of default on a $4.0 million loan, accelerating the debt obligation (though enforcement is stayed).
- Subsequent Event - Acquisition: In May 2026, the Company acquired CS Digital Ventures, LLC, a digital infrastructure company, for $30 million in upfront consideration (preferred stock and promissory note) plus warrants and earn-out shares.
- Legal Proceedings: The Company is subject to multiple lawsuits, including disputes with Farnam Street Financial, American Express, and the Choctaw Nation. Estimated potential losses for certain matters are accrued in accounts payable.
- Internal Controls: Management concluded that disclosure controls and internal controls over financial reporting were not effective as of December 31, 2025, due to material weaknesses in accounting resources and review procedures.
Investor Verification Checklist
- Going Concern Status: Verify the Company's ability to secure additional debt or equity financing to cover the $24.3 million negative working capital and fund ongoing operations.
- SG Echo Bankruptcy Impact: Assess the financial impact of the SG Echo Chapter 11 filing on the consolidated balance sheet, specifically regarding the $4.0 million accelerated debt and potential asset impairments.
- Debt Structure: Review the terms of the numerous convertible notes and merchant cash advances, many of which carry high effective interest rates (up to 35.5%) and complex derivative features that caused significant non-cash losses in 2025.
- Revenue Sustainability: Evaluate the sustainability of the new Oil & Gas and Technology revenue streams versus the declining Construction segment, which historically drove the majority of revenue.
- Internal Control Remediation: Monitor the progress of remediation efforts for the material weaknesses in internal controls identified by management.