OLENOX INDUSTRIES INC. 8-K

What Happened Olenox Industries Inc. (OLOX) announced settlement agreements dated February 11, 2026 that resolve (1) an outstanding convertible promissory note and (2) certain Series A non‑voting convertible preferred shares held by Michael McLaren. To satisfy the note, the company will issue 626,325 restricted common shares; to resolve the preferred‑share matter, the company will issue 585,000 restricted common shares and the shareholder will surrender 39,000 preferred shares. The Form 8‑K also reports the Board appointed Ambassador Paula J. Dobriansky as a director (appointment noted in the filing in February 2026).

Key Details

• Note settlement: 626,325 restricted common shares issued to Michael McLaren to fully settle the convertible promissory note (Settlement dated Feb 11, 2026).
• Preferred settlement: 585,000 restricted common shares issued and surrender of 39,000 Series A non‑voting convertible preferred shares (Settlement dated Feb 11, 2026).
• Director appointment: Ambassador Paula J. Dobriansky added to the Board in February 2026; she will serve until the company’s next annual meeting (filing lists service term and that she is a non‑employee director).
• Director compensation (non‑employee): $40,000 annual cash retainer (paid quarterly), $10,000 per committee chair, and an annual restricted stock unit grant with ~ $50,000 grant‑date value vesting quarterly over two years (pro‑rata awards for 2026 appointment).

Why It Matters These settlements convert outstanding liabilities and preferred equity into restricted common stock, which reduces the company’s obligations and potential claim exposure from the Note Holder/Shareholder but increases the number of common shares outstanding (dilution). Investors should note the specific share issuances (totaling 1,211,325 restricted shares across both settlements) and the surrender of 39,000 preferred shares as changes to capital structure disclosed in the 8‑K. The Board addition of Ambassador Dobriansky brings a senior foreign‑policy and government affairs background to the company’s governance; her compensation is primarily modest cash plus equity grants, which may have a small ongoing non‑cash expense impact.