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): March ~~02/11/~~12, 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)
(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)

~~Registrant’s~~Not ~~telephone number, including area code: 646-240-4235~~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))

☐ 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~~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.

OnThe ~~February~~information ~~11, 2026~~set ~~(the~~forth “Effective Date”), Olenox Industries Inc. (the “Company”) executed a settlement agreement (the “Settlement”) with Michael McLaren (the “Note Holder”), to settle the outstanding balance owed to the Note Holder pursuant to a convertible promissory note (the “Note”) between the Note Holder and the Company’s subsidiary Olenox Corp., a Wyoming corporation. Per the terms of the Settlement, the Company will issue 626,325 shares of restricted common stock of the Company, par value $0.01 (the “Settlement Shares”) to settle the balance due under the Note in ~~full.~~Item ~~Under the terms of the Settlement, the Note Holder agrees to waive and release any and all claims against the Company relating to the Note~~3.02 ~~The foregoing description of the Settlement~~ is ~~qualified~~ ~~in its entirety~~ incorporated by reference tointo ~~the~~this ~~full~~Item ~~text of the Settlement, a copy of which is attached hereto as Exhibit 10.~~1.01 ~~and is incorporated herein~~ in its entirety ~~by reference~~.

OnItem ~~February 11, 2026 (the “Effective Date”), Olenox Industries Inc~~3.02 ~~(the~~Unregistered ~~“Company”)~~Sales executed a settlement agreement (the “Settlement”) with Michael McLaren (the “Shareholder”), to resolve and settle any and all actual or potential claims that the Shareholder may have with regard to the Shareholder’s shares of ~~Company~~Equity ~~Series A Non-Voting Convertible Preferred Stock (the “Preferred Shares”)~~Securities. Per the terms of the Settlement, the Company will issue 585,000 shares of restricted common stock of the Company, par value $0.01 (the “Settlement Shares”) and the Shareholder shall surrender to the Company 39,000 Preferred Shares held by Shareholder. Under the terms of the Settlement, the Note Holder agrees to waive and release any and all claims against the Company relating to the Preferred Shares. The foregoing description of the Settlement is qualified in its entirety by reference to the full text of the Settlement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein in its entirety by reference.

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed by Olenox Industries Inc.02 (formerly Safe & Green Holdings Corp.) ~~Departure~~(the “Company”) on December 2, 2025 (the “Initial 8-K”), the Company entered into a Securities Purchase Agreement, dated November 25, 2025 (the “Purchase Agreement”), with an institutional investor (the “Purchaser”) for the purchase and sale of ~~Directors~~shares of the Company’s Series C Convertible Preferred Stock, $1.00 par value per share (the “Series C Preferred Stock”). The Purchase Agreement provides that the Company and the Purchaser may effect one or ~~Certain~~more ~~Officers;~~additional ~~Election~~closings for the purchase and sale of ~~Directors;~~additional ~~Appointment~~shares of ~~Certain~~Series C ~~Officers;~~Preferred ~~Compensatory~~Stock ~~Arrangements~~(each, an “Additional Closing”), subject to the terms and conditions set forth therein. The purchase price for any Additional Preferred Shares is approximately $900 for each $1,000 of ~~Certain~~Stated ~~Officers~~Value of the Additional Preferred Shares. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement.

On ~~February~~March 1612, 2026, the ~~Board~~Company ~~appointed~~and ~~Ambassador~~the Purchaser ~~Paula~~mutually J.agreed ~~Dobriansky~~to aseffect aan ~~director~~Additional Closing pursuant to Section 1(b) of the ~~Company~~Purchase toAgreement ~~fill~~(the a“Second ~~board~~Closing”). At ~~seat~~the ~~vacancy.~~Second ~~Ambassador~~Closing, ~~Dobriansky~~the ~~will~~Company ~~serve~~issued ~~until~~and sold to the ~~date~~Purchaser 900 shares of Series C Preferred Stock (the “Additional Preferred ~~Company’s~~Shares”), ~~2025~~representing ~~Annual~~an ~~Meeting~~aggregate Stated Value of ~~Shareholders~~$900,000, ~~and~~for ~~until~~an ~~her~~aggregate ~~successor~~purchase isprice ~~duly~~of ~~elected and qualified~~$810,000.

AsThe aAdditional ~~non-employee~~Preferred ~~director,~~Shares ~~Ambassador~~have ~~Dobriansky will participate in~~ the ~~Company’s~~same rights, ~~previously~~preferences, ~~disclosed~~and ~~non-employee~~privileges ~~director~~as ~~compensation~~the ~~program,~~shares ~~which~~of ~~consists~~Series ~~of:~~C ~~(i)~~Preferred anStock ~~annual cash~~issued ~~retainer~~at ofthe ~~$40~~initial closing,~~000~~ ~~which~~as isset ~~paid~~forth in ~~quarterly~~the ~~installments,~~Certificate of ~~(ii)~~Designations anof ~~annual~~Rights ~~cash~~and ~~retainer~~Preferences of ~~$10,000~~Series ~~per~~C ~~committee~~Convertible ~~chair~~Preferred ~~position held,~~Stock ~~and~~ (iithe “Certificate of Designation”) anpreviously filed ~~annual~~with ~~equity~~the ~~grant~~Secretary of ~~restricted~~State ~~stock~~of ~~units~~the ~~under~~State ~~the~~of ~~Company’s~~Delaware ~~Stock~~on ~~Incentive~~November ~~Plan~~26, ~~with~~2025, a ~~grant~~copy ~~date value~~ of ~~approximately~~which ~~$50,000~~was ~~that~~filed ~~will~~as ~~vest~~Exhibit ~~quarterly~~3.1 ~~over~~to ~~two~~the ~~years,~~Initial 8-K. ~~subject~~The toSeries ~~continued~~C ~~service~~Preferred asStock ais ~~director~~convertible ~~through~~into ~~such~~shares ~~date.~~of Inthe ~~connection with~~Company’s ~~her~~common ~~appointment~~stock, ~~Ambassador~~$0.01 ~~Dobriansky~~par ~~will~~value ~~receive~~per ashare ~~pro-rata~~(the ~~portion~~“Common Stock”), ofat ~~each~~a toconversion ~~reflect~~price ~~the~~subject ~~fact~~to ~~that~~adjustment ~~she~~as ~~was~~set ~~appointed~~forth in ~~February 2026~~the Certificate of Designation.

1In connection with the Second Closing, the Company and the Purchaser entered into a Registration Rights Agreement, dated March 12, 2026 (the “Additional Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”), no later than 30 days from the date of the Additional Closing, a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Additional Preferred Shares and have such registration statement declared effective by the SEC within 30 days of the filing deadline (which may be extended to 60 days in the event the SEC elects to conduct a full review of such registration statement, or 45 days in the event of a partial review).

AThe ~~brief~~Additional ~~description~~Preferred ofShares ~~the~~were ~~qualifications~~offered and sold ~~experiences~~in reliance upon the exemption from registration afforded by Section 4(a)(2) of ~~Ambassador~~the Securities Act of 1933, as amended (the “Securities ~~Dobriansky~~Act”), isand ~~set~~Rule ~~forth~~506(b) ~~below:~~of Regulation D promulgated thereunder.

~~Ambassador~~Pursuant ~~Paula~~to J.the ~~Dobriansky,~~terms ~~age 70, was appointed as a director~~ of the ~~Company~~placement ~~on February 3, 2026. Ambassador Dobriansky is a foreign policy expert and diplomat specializing~~agency inagreement ~~national~~with ~~security~~WestPark ~~affairs~~Capital Inc., isthe ~~Vice~~Company ~~Chair~~paid of the ~~Atlantic~~placement ~~Council’~~agent ~~Scowcroft~~a ~~Center~~commission ~~for~~equal ~~Strategy~~to ~~& Security and Senior Fellow, Harvard University Belfer Center~~7.0% ~~She brings over 30 years~~ of government and international experience across senior levels of diplomacy, business, and defense. She was Senior Vice President and Global Head of Government and Regulatory Affairs at Thomson Reuters and held the ~~Distinguished~~gross ~~National~~proceeds ~~Security~~from ~~Chair at~~ the UAdditional Closing.S. ~~Naval~~The ~~Academy.~~net ~~Her~~proceeds ~~high-level government positions include Under Secretary of State for Global Affairs, President’s Envoy~~ to ~~Northern~~the ~~Ireland~~Company ~~(for~~from ~~which she received~~ the ~~Secretary~~Second ofClosing ~~State’s~~were ~~highest~~approximately ~~honor — the Distinguished Service Medal~~$718,300, ~~and~~after ~~National~~deducting ~~Security~~placement ~~Council~~agent ~~Director~~fees ~~of European~~ and ~~Soviet Affairs. A member of the Council on Foreign~~ ~~Relations and~~ the ~~American~~payment ~~Academy~~ of ~~Diplomacy,~~other ~~Dobriansky~~offering ~~also~~expenses ~~served~~associated onwith the ~~Defense~~offering ~~Policy~~that ~~Board,~~were ~~the~~payable ~~Secretary~~by of State’s Foreign Policy Board and as Chair of ExIm Bank’s Council on China Competition. She has a BSFS summa cum laude from Georgetown University School of Foreign Service and an MA and Ph.D. in Soviet political/military affairs from Harvard University. She has received high-level international recognition from the ~~governments of Poland, Ukraine, Hungary, Romania, Lithuania and Colombia and is the recipient of five honorary degrees~~Company.

~~There~~The ~~are~~foregoing nosummary ~~family~~of ~~relationships~~the ~~between~~Certificate ~~Ambassador~~of Designation, ~~Dobriansky~~Purchase Agreement, and ~~any~~Additional ofRegistration ~~the~~Rights ~~Company’s~~Agreement ~~directors~~are orsubject ~~executive~~to ~~officers.~~and Inqualified ~~addition,~~in astheir ~~set~~entirety ~~forth~~by ~~above,~~reference ~~Ambassador~~to ~~Dobriansky~~the ~~is not~~full atext ~~party~~of tosuch ~~any transaction~~agreements, orcopies ~~series~~ of ~~transactions,~~which ~~required~~are tofiled beor ~~disclosed~~incorporated ~~pursuant~~by reference as exhibits to ~~Item~~this ~~404(a)~~Current ofReport ~~Regulation~~on SForm 8-K and are incorporated herein by reference.

~~Item~~Neither ~~9.01~~this ~~Financial~~Current ~~Statements~~Report ~~and~~on ~~Exhibits~~Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

Exhibit Number		Description
10.1		Settlement Agreement, dated February 11, 2026, by and between Olenox Industries Inc. fka Safe & Green Holdings Corp. and Michael McLaren
10.2		Settlement Agreement, dated February 11, 2026, by and between Olenox Industries Inc. fka Safe & Green Holdings Corp. and Michael McLaren
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

2Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Exhibit Number		Description
4.1		Certificate of Designation of Rights and Preferences of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2025)
10.1		Securities Purchase Agreement, dated November 25, 2025, between Safe & Green Holdings Corp. and JAK Industrial Ventures I LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 2, 2025)
10.2		Registration Rights Agreement, dated March 12, 2026, between Olenox Industries Inc. and JAK Industrial Ventures I LLC
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

~~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.~~2

	OLENOX INDUSTRIES INC.
Dated: February 18, 2026	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Executive Officer

SIGNATURES

3Pursuant 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: March 12, 2026	By:	/s/ Michael McLaren
		Name: Michael McLaren
		Title: Chief Executive Officer

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