Form 8-K

8-K — OLENOX INDUSTRIES INC.

Accession: 0001213900-26-053343

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001023994

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0289736-8k_olenox.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAFE & GREEN HOLDINGS CORP., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON MAY 7, 2026 (ea028973601ex3-1.htm)

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8-K — CURRENT REPORT

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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):

May 7, 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, Building C N FM 3083 Rd E

Conroe,

TX 77304

(Address of Principal Executive Offices, Zip Code)

Not Applicable

(Former name or former address, if changed since

last report.)

Registrant’s telephone number, including

area code: 646-240-4235

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 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On May 7, 2026, Olenox Industries Inc., a Delaware

corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its

Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment became effective as of 12:01 a.m. Eastern

Time on May 8, 2026.

Pursuant to the Amendment, the Company effected

a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock,

par value $0.01 per share. At the effective time of the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding

common stock were automatically reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse

Stock Split. Instead, stockholders who would otherwise be entitled to receive a fractional share received the number of shares of common

stock rounded up to the nearest whole share.

The foregoing description of the Amendment is

qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this

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

Item 9.01 Financial Statements and Exhibits

Exhibit

Number

Description

3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Safe & Green Holdings Corp., filed with the Secretary of State of the State of Delaware on May 7, 2026.

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: 5/7/2026

By:

/s/ Michael McLaren

Name:

Michael McLaren

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAFE & GREEN HOLDINGS CORP., FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON MAY 7, 2026

EX-3.1

Filename: ea028973601ex3-1.htm · Sequence: 2

Exhibit 3.1

State

of Delaware

Secretary

of State

Division

of Corporations

Delivered

08:02 AM 05/07/2026

FILED

08:02 AM 05/07/2026

20262333680 - File Number 2365700

CERTIFICATE

OF AMENDMENT OF THE

AMENDED

AND RESTATED

CERTIFICATE

OF INCORPORATION OF

OLENOX

INDUSTRIES INC.

(Pursuant

to Section 242 of the

General Corporation Law of the State of Delaware)

Olenox

Industries Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions

of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the

State of Delaware setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as

amended (the “Restated Certificate”), and declaring said amendment to be advisable. The requisite stockholders

of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State

of Delaware. The amendment amends the Amended and Restated Certificate of Incorporation of the Corporation as follows:

Article

Fourth, Section (a) of the Restated Certificate is hereby amended to add the following paragraph immediately after the first paragraph

of Article Fourth, Section (a):

“Upon

this Certificate of Amendment to the Amended and Restated Certificate of Incorporation becoming effective pursuant to the General Corporation

Law of the State of Delaware (the “Effective Time”), the shares of the Corporation’s Common Stock, par value

$0.01 per share, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the

treasury of the Corporation immediately prior to the Effective Time shall be reclassified as and combined into a smaller number of shares

such that every ten (10) shares of issued and outstanding Common Stock immediately prior to the Effective Time are automatically combined

into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.01 per share (the “Reverse Stock

Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof,

and stockholders who otherwise would be entitled to receive fractional shares of the Company’s Common Stock pursuant to the Reverse Stock

Split, would be entitled to receive the number of shares of common stock rounded up to the next whole number, on a participant basis.

Each

stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding

immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting

the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common

Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash in lieu

of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a certificate that

represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender

of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time

into which the shares of Common Stock formerly represented by such certificate shall have been combined.”

This Certificate of Amendment shall be effective at 12:01 AM Eastern Time, May 8, 2026.

WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation

to be signed by its Chairman and Chief Executive Officer this 7th day of May, 2026.

/s/ Michael McLaren

Michael McLaren

Chairman and Chief Executive Officer

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