Form 8-K

8-K — OLENOX INDUSTRIES INC.

Accession: 0001213900-26-087410

Filed: 2026-08-11

Period: 2026-08-04

CIK: 0001023994

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0301477-8k_olenox.htm (Primary)

EX-10.1 — AMENDMENT AGREEMENT, DATED AUGUST 4, 2026, BETWEEN OLENOX INDUSTRIES INC. AND GENERATING ALPHA LTD (ea030147701ex10-1.htm)

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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): August 4, 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 N. FM 3083

Bldg. C

Conroe, TX 77304

(Address of Principal

Executive Offices, Zip Code)

Registrant’s

telephone number, including area code: (936) 323-6332

(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

OLOX

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 1.01 Entry into

a Material Definitive Agreement.

On August 4, 2026 (the “Effective Date”),

Olenox Industries Inc. (the “Company”) entered into an Amendment Agreement (the “Amendment”) with General Alpha

Ltd., a Saint Kitts and Nevis Company (the “Purchaser”), to amend certain terms and conditions of that Stock Purchase Agreement,

dated as of May 29, 2025 (the “Purchase Agreement”) and the accompanying Registration Rights Agreement, dated as of May 29,

2025 (the “RRA” and together with the Purchase Agreement, the “Agreements”) entered into between the Company and

the Purchaser. The basic terms and conditions of the Purchase Agreement and RRA were previously disclosed in a Current Report on Form

8-K filed with the Securities and Exchange Commission on June 4, 2025, and the full text of the Purchase Agreement and the RRA were filed

as Exhibit 10.1 and Exhibit 10.2, respectively, thereto. That original text is incorporated by herein by reference.

The Amendment amends certain terms of the Agreements,

including amending the name of the Company in the Agreements from Safe & Green Holdings Corp. to Olenox Industries Inc.; amending

the date of the Agreements from May 29, 2025, to August 4, 2026; amending the expiration date of the Purchase Agreement from May 8, 2026,

to August 3, 2028. Section 4.18 “Anti-Dilution” of the Purchase Agreement is amended such that anti-dilution shall apply only

to shares issued for any reason other than (i) an issuance of shares to board members, employees, or executives of the Company, (ii) an

issuance of shares due to conversions of the Company’s existing shares of preferred stock, or (iii) shares issued due to conversions,

or for shares issued for acquisitions. Section 7.5 “True-Up” and Section 6.10 “Review of Public Disclosures” are

removed in their entirety. The Amendment adds a new section, Section 2.3(b)(ix), allowing the Purchaser to deduct up to 30% of the Put

amount to pay towards any outstanding principal or interest on any notes or convertible notes owed by the Company to the Purchaser. The

Amendment revises Section 7.6(b) “No Variable Rate Transactions” of the Purchase Agreement such that the Company shall not

effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of shares of Company common stock (“Common

Stock”) involving a variable rate transaction that would provide a discount to the recipient over ten percent (10%) in total.

This Current Report on Form 8-K shall not constitute

an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration

or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

The foregoing description of the Amendment Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Forward-Looking Statements

Information contained in this communication, other

than statements of historical facts, may include “forward-looking” statements within the meaning of Section 27A of the Securities

Act and Section 21E of the Exchange Act. These forward-looking statements include all statements, other than statements of historical

fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect

to our plans, assumptions, expectations, beliefs and objectives. Readers are cautioned that any forward-looking information provided by

us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking

statements as a result of various factors disclosed in our filings with the SEC, including the “Risk Factors” sections of

our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q. All forward-looking

statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except to the extent required by law.

Item 9.01 Financial

Statements and Exhibits

Exhibit

Number

Description

10.1

Amendment Agreement, dated August 4, 2026, between Olenox Industries Inc. and Generating Alpha Ltd.

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: August 10, 2026

By:

/s/ Michael McLaren

Name: Michael McLaren

Title: Chief Executive Officer

EX-10.1 — AMENDMENT AGREEMENT, DATED AUGUST 4, 2026, BETWEEN OLENOX INDUSTRIES INC. AND GENERATING ALPHA LTD

EX-10.1

Filename: ea030147701ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

AGREEMENT

This

Amendment Agreement (this “Amendment”), dated as of August 4, 2026, by and between Olenox Industries Inc., a

corporation incorporated under the laws of the State of Delaware (the “Company”) and Generating Alpha Ltd., a

Saint Kitts and Nevis company (the “Investor”).

WHEREAS,

the Company and the Investor entered into and executed that certain Stock Purchase Agreement (“Agreement”), dated as of May

29, 2025, and the accompanying Registration Rights Agreement (“RRA”), dated as of May 29, 2025;

WHEREAS,

the Company and the Investor wish to amend the Agreement and the RRA in certain respects.

NOW

THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged the Company and the undersigned

Holder hereby agree as follows:

AMENDMENTS

1. The name of the Company

in the Agreement shall be amended from “Safe & Green Holdings Corp.” to “Olenox

Industries Inc.” Olenox Industries Inc. is a Delaware Corporation.

2. The date of the Agreement

shall be amended from May 29, 2025, to August 4, 2026.

3. Section 1.6 “Average

Daily Trading Volume”: This section shall be replaced in its entirety with the following:

“Average Daily Trading Volume” means the average trading volume of the five Trading

Days prior to the date of delivery of the Put Notice that results from excluding any pre

arrnnged special crossings, off market transfers, Block Trades, or abnormal trades which

the Investor had no opportunity to participate.

4. Section 4.18. Anti-Dilution:

This section shall be replaced in its entirety with the following:

Section

4.18. Anti-Dilution. At any time during the three months following the Effective Date of this Agreement should the number of outstanding

shares of Company’s common stock increase for any reason other than (i) an issuance of shares to board members, employees or executives

of the Company, (ii) an issuance of shares due to conversions of the Company’s existing shares of preferred stock (including but

not limited to Series A, Series B, Series C, or Series E), or (iii) shares issued due to conversions, or for shares issued for acquisitions,

pursuant to this Agreement, the Company shall cause to be issued into the Holder’s share reserve the number of shares of its common

stock equal to 4.99% of said increase, rounded down to the nearest whole share.

5. Section 7.5 True-Up:

This section shall be deleted in its entirety and shall have no further force and effect.

6. Section 7.6(b) No Variable

Rate Transactions: This section shall be replaced in its entirety with the following:

(b)

No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company or any

of its Subsidiaries of Common Shares or any security which entitle the holder to acquire Common Stock (or a combination of units thereof)

involving a Variable Rate Transaction that would provide a discount to the recipient over ten percent (10%) in total. This discount includes

any original issue discount or legal fees charged or discount on the conversion of debt to stock or the issuance of stock. Absolutely

no warrants will be allowed. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude

any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss

and without any bond or other security being required. “Variable Rate Transaction” shall mean a transaction in which the

Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the

right to receive additional Common Shares either (A) at a conversion price, exercise price, exchange rate or other price that is based

upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such equity

or debt securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the

initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related

to the business of the Company or the market for the Common Shares (including, without limitation, any “full ratchet” or

“weighted average” antidilution provisions, but not including any standard anti-dilution protection for any reorganization,

recapitalization, non-cash dividend, stock split or other similar transaction), (ii) enters into any agreement, including but not limited

to an “equity line of credit” or other continuous offering or similar offering of Common Shares, or (iii) enters into or

effects any forward purchase agreement, equity pre-paid forward transaction or other similar offering of securities where the purchaser

of securities of the Company receives an upfront or periodic payment of all, or a portion of, the value of the securities so purchased,

and the Company receives proceeds from such purchaser based on a price or value that varies with the trading prices of the Common Shares.

7. Section

11.1 Notices: The notice email addresses for the Company shall be revised to the following:

“If to the Company

with a copy to .”

8. Section

12.4: This section shall be replaced in its entirety with the following:

the Registration Statement is not declared effective within sixty days from the date of the execution of this Agreement due to the Company

not being diligent in performing its obligation under the Agreement the Company shall issue to the investor 10,000 shares of its common

stock as a penalty. If the company fails to issue the shares of Common stock, this amount can be received and withheld from any Put Notice

issued by the Company.

9. Section

12.11 Expiration: The expiration date in (ii) of this section shall be amended from May

8, 2026, to “two years from the Effective Date.”

10. Exhibit

A Registration Rights Agreement: The “Execution Date” in the recitals shall

be amended from May 29, 2025, to the “dated as of the Effective Date (as defined in

the Stock Purchase Agreement).”

11. Section

1.47 “Registrable Securities”: This section shall be replaced in its entirety

with the following: “Registrable Securities” shall mean shares of the

Company’s Common Stock related to the Put Shares to be issued under the Stock Purchase

Agreement (i) in respect of which a Registration Statement has not been declared effective

by the SEC, (ii) which have not been sold under circumstances meeting all of the applicable

conditions of Rule 144 or (iii) which have not been otherwise transferred to a holder who

may trade such Put Shares without restriction under the Securities Act, and the Company has

delivered a new certificate or other evidence of ownership for such securities not bearing

a restrictive legend.

12. Exhibit

A Registration Rights Agreement: The term “Registrable Securities” in Section

I Definitions shall be replaced in its entirety with the following “Registrable Securities”

means the shares of Common Stock issued or issuable pursuant to the SPA and (iii) any shares

of capital stock issued or issuable with respect to such shares of Common Stock, if any,

as a result of any stock split, stock dividend, recapitalization, exchange or similar event

or otherwise, which have not been (x) included in the Registration Statement that has been

declared effective by the SEC, or (y) sold under circumstances meeting all of the applicable

conditions of Rule 144 (or any similar provision then in force) under the 1933 Act.

13. Section

2.3(b)(ix): A new Section 2.3(b)(ix) shall be added with the following: To

the extent the Company has not paid back the principal and interest of any notes or convertible

notes owed to Generating Alpha Ltd., the amount of such principal and interest may be deducted

by Generating Alpha Ltd. directly out of the proceeds of the Put, up to 30% of the Put.

14. Section

6.10 Review of Public Disclosures: This section shall be deleted in its entirety and

shall have no further force and effect.

15. Except

as expressly modified by this Amendment, the terms and obligations of the Agreement remain

unchanged.

GOVERNING LAW; MISCELLANEOUS.

16. Governing

Law. All questions concerning the construction, validity, enforcement and interpretation

of this Amendment shall be determined in accordance with the provisions of the Agreement.

17. Capitalized

Terms. Capitalized terms used but not otherwise defined herein have the meanings ascribed

to them in the Notes.

18. Recitals.

The recitations set forth in the preamble of this Amendment are true and correct and incorporated

herein by this reference.

19. Counterparts;

Signatures by Facsimile. This Amendment may be executed in one or more counterparts,

each of which shall be deemed an original but all of which shall constitute one and the same

agreement and shall become effective when counterparts have been signed by each party and

delivered to the other party. This Amendment, once executed by a party, may be delivered

to the other party hereto by facsimile transmission of a copy of this Amendment bearing the

signature of the party so delivering this Amendment.

20. Notices.

All notices, demands, requests, consents, approvals, and other communications required or

permitted hereunder shall be in writing as provided in the Agreement.

21. Successors

and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties

and their successors and assigns.

WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.

COMPANY:

OLENOX INDUSTRIES INC.

By:

/s/ Michael Mclaren

Michael Mclaren, Chief Executive Officer

INVESTOR:

GENERATING ALPHA LTD.

By:

/s/ Maria Cano

Maria Cano, Director

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