OLENOX INDUSTRIES INC. 8-K

What Happened
Olenox Industries Inc. (OLOX) announced it executed a Mutual Settlement and Release Agreement with Cedar Advance LLC effective February 10, 2026, to resolve an outstanding balance of $1,732,500 under prior merchant cash advance agreements. Under the settlement, Olenox will issue Cedar up to 500,000 shares of common stock (the “Initial Shares”) promptly after the agreement is fully executed, subject to a 4.99% beneficial ownership limit. If Cedar’s proceeds from selling the Initial Shares are less than the $1,732,500 balance, Olenox will issue additional restricted “True‑up Shares” to make up the shortfall, calculated using the difference divided by the 10‑day VWAP of Olenox’s stock.

Key Details

• Outstanding balance being settled: $1,732,500.
• Initial stock issuance: up to 500,000 shares of Olenox common stock.
• Beneficial ownership limit: Cedar will not be issued shares that would cause it to beneficially own more than 4.99% of outstanding common stock at any time.
• True‑up mechanism: If sale proceeds < balance, True‑up Shares = (Balance − Proceeds) ÷ 10‑day VWAP (NASDAQ‑CM) before calculation; excess shares withheld until the 4.99% limit allows issuance.
• Effective date of the Settlement Agreement: February 10, 2026; filing date: February 13, 2026.

Why It Matters
This settlement converts a $1.73M liability into equity issuance, preserving company cash while resolving the merchant cash advance claim. For investors, the deal may cause dilution—initially up to 500,000 shares and possibly more via True‑up Shares—although issuance is capped by the 4.99% beneficial ownership limit and may be staggered. The agreement also releases mutual claims between the parties, removing this legal/financial overhang from Olenox’s balance sheet.