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Form 8-K

sec.gov

8-K — OLENOX INDUSTRIES INC.

Accession: 0001213900-26-067507

Filed: 2026-06-11

Period: 2026-06-01

CIK: 0001023994

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

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0294381-8k_olenox.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED MAY 28, 2026, BETWEEN OLENOX INDUSTRIES INC. AND ERIK BLUM (ea029438101ex10-1.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): 6/1/2026

OLENOX

INDUSTRIES INC.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-38037

95-4463937

(State or Other Jurisdiction

(Commission File Number)

(I.R.S. Employer

of Incorporation)

Identification Number)

1207,

Building C N FM 3083 Rd E

Conroe,

TX 77304

(Address

of Principal Executive Offices, Zip Code)

Registrant’s

telephone number, including area code: 940-205-1257

(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

SGBX

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On

May 28, 2026, Olenox Industries Inc. (the “Company”) appointed Erik Blum as the Company’s President effective June

1, 2026, and entered into an employment agreement with Mr. Blum (the “Employment Agreement”) to employ Mr. Blum commencing

on June 1, 2026, in such capacity for an initial term of one (1) year, and which Employment Agreement provides for an annual base salary

of $200,000, a restricted stock grant under the Company’s Stock Incentive Plan for $50,000 worth of shares of the Company’s

common stock, vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous service, and an annual performance

bonus of up to 20% of Mr. Blum’s then-base salary, payable in cash and/or equity, as determined by the Company’s Board of

Directors. Mr. Blum continues to serve as a member of the Company’s Board of Directors. Mr. Blum resigned from the Company’s

Audit Committee and as Chair of the Audit Committee prior to his appointment as the Company’s President.

Erik.

Blum, age 60, currently serves as Chief Executive Officer of Fynntechnical Innovations Inc (FYNN), where he has led the corporate operations

of a publicly traded company, also led taking FYNN from a non-reporting pink sheet status to a audited, reporting entity under the Securities

Exchange Act of 1934, as amended, as of November 2023. With over 30 years’ experience in debt, corporate finance, and company management,

Mr. Blum has long-term knowledge relating to equity and debt markets. Beginning in 2001, Mr. Blum structured CMOs with a specialization

in inverse floaters for Fannie Mae and Freddie Mac. In 2005, he helped create a reverse convertible bond desk for Stern Agee. He was

a registered principal compliance offer for close to 27 years on Wall Street. He left Wall Street in 2010 to found JW Price LLC, a corporate

consulting firm, which focused on providing business development services to microcaps and other small public companies. During his time

at JW Price, Mr. Blum helped multiple companies become successful public traded entities. He has sat as CEO, CFO, and director of multiple

companies and has been instrumental in helping in enabling their turnaround.

Mr.

Blum is subject to a one-year post-termination non-compete and non-solicit of employees and clients. Mr. Blum is also bound by confidentiality

provisions.

There

are no family relationships between Mr. Blum and any of the Company’s directors or executive officers. In addition, as set forth

above, Mr. Blum is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation

S-K.

The

descriptions of the Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text

of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by

reference.

On

June 5, 2026, Olenox Industries, Inc. (the “Company”) informed Patricia Kaelin, Chief Financial Officer of the Company, of

her dismissal from the Company, and the Company received a resignation letter back from her the same day. The Company has commenced its

search for a replacement Chief Financial Officer.

The

Company has provided Ms. Kaelin with a copy of the disclosure it is making in response to this Item 5.02 no later than the date of filing

this Current Report on Form 8-K with the SEC. The Company will provide Ms. Kaelin with the opportunity to furnish the Company as promptly

as possible with a letter addressed to the Company stating whether Ms. Kaelin agrees with the statements made by the Company in response

to this Item 5.02 and, if not, stating the respects in which she does not agree. The Company will file any such letter received from

Ms. Kaelin with the SEC as an exhibit by amendment to this Form Current Report on Form 8-K within two business days after receipt by

the Company.

Item

9.01 Financial Statements and Exhibits

Exhibit

Number

Description

10.1

Employment Agreement, dated May 28, 2026, between Olenox Industries Inc. and Erik Blum

104

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Page Interactive Data File (embedded within the inline XBRL document)

1

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

OLENOX INDUSTRIES INC.

Dated: June 10, 2026

By:

/s/ Michael McLaren

Name: Michael McLaren

Title: Chief Executive Officer

(principal executive officer)

2

EX-10.1 — EMPLOYMENT AGREEMENT, DATED MAY 28, 2026, BETWEEN OLENOX INDUSTRIES INC. AND ERIK BLUM

EX-10.1

Filename: ea029438101ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT

AGREEMENT

This

Employment Agreement (the “Agreement”) is made as of May 28, 2026 (the “Effective Date”), by and

between Olenox Industries Inc., a Delaware corporation (the “Company”), and Erik Blum, an individual residing at                                   .

RECITALS

WHEREAS,

the Company desires to employ Executive in the position of President, and Executive desires to be employed by the Company, pursuant to

the terms and conditions hereof;

NOW

THEREFORE, in consideration of the premises and of the mutual promises herein contained, the parties hereto agree as follows:

1. EMPLOYMENT.

The Company hereby employs Executive and Executive hereby agrees to be employed by the Company, subject to the terms and conditions hereinafter

set forth.

2. TERM.

Executive’s employment shall commence June 1, 2026, and unless earlier terminated as provided herein, the initial term of this

Agreement will be for a period of one (1) year, commencing on the date of this Agreement (the “Initial Term”); provided

that thereafter this Agreement will be extended for additional one (1) year periods unless, no later than sixty (60) days prior to the

expiration of the Initial Term or any such one (1) year extension period, as the case may be, either the Company or Executive provides

notice to the other of its intent not to renew this Agreement upon the completion of the Initial Term or any such one (1) year extension

period (the period of Executive’s employment by the Company under this Agreement will be referred to as the “Term”).

3. DUTIES.

The Executive shall perform such duties and functions as the President of the Company as are determined from time to time by the Company’s

Board of Directors (the “Board”). During the Term, the Executive shall comply with the policies of and be subject

to the reasonable direction of the Board. The Executive agrees to devote their entire working time, attention and energies to the performance

of the business of the Company and of any of its subsidiaries or affiliates by which they may be employed; and Executive shall not, directly

or indirectly, alone or as a member of any partnership, or as an officer, director or employee of any other corporation, partnership

or other organization, be actively engaged in or concerned with any other duties or pursuits which interfere with the performance of

their duties hereunder, or which, even if noninterfering, may be inimical to or contrary to the best interests of the Company.

4. COMPENSATION.

As compensation for the services to be rendered by Executive hereunder, the Company agrees to pay or cause to be paid to Executive, and

Executive agrees to accept, an annual salary of Two Hundred Thousand Dollars ($200,000) (the “Salary”) payable in

accordance with the Company’s payroll practices. Subject to Board approval, the Executive shall also be entitled to receive, and

the Company shall issue when so approved by the Board and available for grant under the Company’s Stock Incentive Plan (the “Plan”),

a grant of restricted stock units (“RSUs”) in the amount equal to $50,000 worth of shares of the Company’s common

stock, vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous service.

5. ADDITIONAL

COMPENSATION. The Executive shall be eligible to receive a target annual performance bonus of up to 20% of the Executive’s

then-base Salary (“Annual Target Bonus”) payable in cash and/or equity, as determined by the Board. The Executive’s

Annual Target Bonus is not guaranteed and will be based on the Company’s performance and/or Executive’s individual performance

as determined by the Compensation Committee of the Board (the “Committee”) in its sole discretion. The actual payout

for this award will be calculated based solely on achievement against performance measures approved by the Committee. Each year, specific

targets will be approved by the Committee in the year’s first quarter and communicated to the Executive following such approval.

Performance against these goals will be assessed after year end, with payout made no later than March 15 of the year following the year

in respect of which the bonus was earned, subject to Executive’s continued employment through the payment date. In addition, during

the Term of this Agreement, the Board, in its sole discretion, may award additional compensation to Executive other than as specifically

provided for in this Agreement.

6. EMPLOYEE

BENEFITS. Effective upon Executive’s hiring and during the period Executive is employed hereunder, Executive shall be permitted

to participate in all group health, hospitalization and disability insurance programs, pension plans and similar benefits that are now

or may become available to similarly situated executives of the Company. During the Term, the Executive shall be entitled to vacations

in accordance with the vacation policy of the Company but in no instance less than three (3) weeks per employment year.

7. REIMBURSEMENT

OF EXPENSES. During the Term, the Company shall reimburse Executive for reasonable and necessary out-of-pocket expenses advanced

or expended by Executive in connection with Executive’s duties hereunder; provided, however, that Executive shall not expend or

incur any such expenses, individually or in the aggregate, in excess of Five Hundred Dollars ($500) without the prior approval of the

Company.

8. TERM,

TERMINATION

a. The

Executive’s employment hereunder may be terminated at any time upon written notice by the Company, upon the occurrence of any of the

following events:

i.

the death of Executive;

ii.

the Disability of Executive (as defined in paragraph (b)); or

iii.

the determination that there is Cause (as hereinafter defined) for such termination upon ten (10) days’ prior written notice

to the Executive.

b. For

purposes hereof, the term “Disability” shall mean the inability of Executive, due to illness, accident or any other

physical or mental incapacity, to perform the normal functions of her job for a period of three (3) consecutive months or for a total

of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement.

c. For

purposes hereof, “Cause” shall mean: (i) Executive’s conviction (which, through lapse of time or otherwise, is not subject

to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or which constitutes a felony

in the jurisdiction involved; (ii) Executive’s performance of any act or her failure to act, for which if they were prosecuted and convicted,

a crime or offense involving money or property of the Company or its subsidiaries, or which would constitute a felony in the jurisdiction

involved would have occurred; (iii) Executive’s breach of any of the representations, warranties or covenants set forth in this Agreement;

or (iv) Executive’s continuing, repeated, willful failure or refusal to perform their duties required by this Agreement, provided that

Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and

affording Executive an opportunity, as soon as practicable, to correct the acts or omissions complained of. Whether or not “Cause”

shall exist in each case shall be determined by the Board in its sole discretion.

2

d. The

Executive’s employment may also be terminated by the Company at any time upon thirty (30) days prior written notice, without cause.

e. In

the event that the Executive’s employment is terminated for Cause, Executive will be entitled to only their accrued salary and vacation

time through the termination date and nothing more. In the event the Executive’s employment is terminated by the Company for any

reason other than Cause, Executive shall receive severance equal to Executive’s remaining salary and benefits of the current Term

with a cap of one (1) year’s salary and benefits. These severance benefits will include payment of COBRA health insurance, accelerated

vesting of RSU’s, and the receipt of any earned bonus compensation from projects and performance goals as well as accrued vacation

time.

9. REPRESENTATIONS

AND AGREEMENTS OF EXECUTIVE. The Executive represents and warrants that they are free to enter into this Agreement and to perform

the duties required hereunder, and that there are no employment contracts, restrictive covenants or other restrictions preventing the

performance of their duties hereunder.

10. NON-COMPETITION.

a. Executive

agrees that if their employment is terminated for any reason or if they leave the employ of the Company for any reason, for a period

of one (1) year from the date of such termination of employment, they will not directly or indirectly, as owner, partner, joint venture,

stockholder, employee, broker, agent, principal, trustee, corporate officer or director, licensor or in any capacity whatsoever engage

in, become financially interested in, be employed by, render consulting services to, or have any connection with, any business which

is competitive with the business activities of the Company or its subsidiaries (“Competitive Business”), in any geographic

area where, during the time of their employment, the business of the Company or any of its subsidiaries is being or had been conducted

in any manner whatsoever, or hire or attempt to hire for any Competitive Business any employee of the Company or any subsidiary thereof,

or solicit, call on or induce others to solicit or call on, directly or indirectly, any customers or prospective customers of the Company

for the purpose of inducing them to purchase or lease a product or service which may compete with any product or service of the Company;

provided, however, that Executive may own any securities of any corporation which is engaged in such business and is publicly owned and

traded but in an amount not to exceed at any one time one percent of any class of stock or securities of such company. This Executive

will be allowed to seek employment or provide consulting services in the accounting profession immediately upon termination.

b. If

any portion of the restrictions set forth in paragraph (a) should, for any reason whatsoever, be declared invalid by a court of competent

jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected.

c. The

Executive declares that the foregoing territorial and time limitations are reasonable and properly required for the adequate protection

of the business of the Company. In the event any such territorial or time limitation is deemed to be unreasonable by a court of competent

jurisdiction, Executive agrees to the reduction of either said territorial or time limitation to such area or period which said court

shall have deemed reasonable.

d. The

existence of any claim or cause of action by Executive against the Company or any subsidiary other than under this Agreement shall not

constitute a defense to the enforcement by the Company or any subsidiary of the foregoing restrictive covenants, but such claim or cause

of action shall be litigated separately.

11. CONFIDENTIALITY.

a. The

Executive shall not, during the term of this Agreement, and at any time following termination of this Agreement, directly or indirectly,

disclose or permit to be known, to any person, firm or corporation, any confidential information acquired by them during the course of

or as an incident to their employment hereunder, relating to the Company or any of its subsidiaries, the directors of the Company or

its subsidiaries, any client of the Company or any of its subsidiaries, or any corporation, partnership or other entity owned or controlled,

directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited

to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary

information, trade secrets, know-how, market studies and forecasts, competitive analyses, the substance of agreements with clients and

others, client lists and any other documents embodying such confidential information.

b. All

information and documents relating to the Company, its affiliates as hereinabove described (or other business affairs) shall be the exclusive

property of the Company, and Executive shall use their best efforts to prevent any publication or disclosure thereof. Upon termination

of Executive’s employment with the Company, all documents, records, reports, writings and other similar documents containing confidential

information, including copies thereof, then in Executive’s possession or control shall be returned and left with the Company.

3

12. RIGHT

TO INJUNCTION. The Executive recognizes that the services to be rendered by them hereunder are of a special, unique, unusual, extraordinary

and intellectual character involving skill of the highest order and giving them peculiar value, the loss of which cannot be adequately

compensated for in damages. In the event of a breach of this Agreement by Executive, the Company shall be entitled to injunctive relief

or any other legal or equitable remedies. Executive agrees that the Company may recover by appropriate action the amount of the actual

damage caused the Company by any failure, refusal, or neglect of Executive to perform their agreements, representations and warranties

herein contained. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise

of any other remedy at law or in equity for the same event or any other event.

13. AMENDMENT

OR ALTERATION. No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both

of the parties hereto.

14. GOVERNING

LAW. All matters concerning the validity, construction, interpretation and performance under this Agreement shall be governed by

the laws of the Texas, without giving effect to any conflict of laws principles thereunder.

15. SEVERABILITY.

The holding of any provision of this Agreement to be illegal, invalid or unenforceable by a court of competent jurisdiction shall not

affect any other provision of this Agreement, which shall remain in full force and effect.

16. NOTICES.

Any notice hereunder by either party to the other shall be given in writing by personal delivery or by registered mail, return receipt

requested, addressed, if to the Company, to the attention of the Company’s Chief Executive Officer at the Company’s principal

offices or to such other address as the Company may designate in writing to Executive, and if to Executive, to her most recent home address

on file with the Company. Notice shall be deemed given, if by personal delivery, on the date of such delivery or, if by registered mail,

on the date shown on the applicable return receipt.

17. WAIVER

OR BREACH. It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate or be construed

as a waiver of any subsequent breach by that same party.

18. ENTIRE

AGREEMENT AND BINDING EFFECT. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof

and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributees,

successors and assigns.

19.

ASSIGNMENT. This Agreement may not be transferred or assigned by either party without the prior written consent of the other party.

20. SURVIVAL.

The termination of Executive’s employment hereunder shall not affect the enforceability of Sections 10 and 11 hereof.

21. FURTHER

ASSURANCES. The parties agree to execute and deliver all such further instruments and take such other and further action as may be

reasonably necessary or appropriate to carry out the provisions of this Agreement.

22. HEADINGS.

The Section headings appearing in this Agreement are for purposes of easy reference and shall not be considered a part of this Agreement

or in any way modify, amend or affect its provisions.

23. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together, shall constitute

one instrument.

4

IN

WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

COMPANY

EXECUTIVE

Olenox Industries

Inc.

By:

/s/

Mike McLaren

/s/

Erik Blum

Mike McLaren,

CEO

Erik Blum

5

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

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Period Type:

duration