OLENOX INDUSTRIES INC. 8-K

What Happened

• Olenox Industries Inc. (OLOX) filed an 8-K on April 2, 2026 reporting the results of its March 31, 2026 annual meeting. Seven directors were re-elected, the company’s independent auditor (RBSM LLP) was ratified, and several shareholder proposals affecting the company’s capital structure were voted on. A proposed merger and conversion of Series A Preferred Stock did not receive the requisite votes and therefore failed.

Key Details

• Directors re-elected (one-year terms): Michael McLaren; Adam Falkoff; Jill Anderson; Thomas Meharey; Paula J. Dobriansky; Erik Blum; Samarth Verma (Verma received substantially more withheld votes than other nominees: For 2,543,827; Withheld 1,634,645).
• Auditor ratified: RBSM LLP approved (For 5,293,058; Against 192,192; Abstain 71,503).
• Merger (Proposal 4) not approved: For 3,839,210; Against 306,347; Abstain 32,915 — merger and related Preferred-to-common conversion failed.
• Capital-structure actions approved:
  • Issuances under Nasdaq Rule 5635(d) to Generating Alpha Ltd. and to JAK Industrial Ventures I LLC were approved (Proposals 5 and 8), permitting issuances equal to or exceeding 20% of outstanding common stock.
  • Increase to Stock Incentive Plan shares approved (Proposal 6).
  • Certificate of Incorporation amended to increase authorized common shares from 75 million to 3 billion (Proposal 7, For 4,344,754).
  • Reverse stock split amendment approved allowing a 1-for-10 to 1-for-20 split (Proposal 9, For 4,456,081).
• Advisory say-on-pay passed (Proposal 3): For 3,993,730; Against 128,127; Abstain 56,615.
• The company furnished a press release on April 2, 2026 summarizing the meeting results (Exhibit 99.1).

Why It Matters

• These votes materially affect Olenox’s capital structure and potential dilution: the authorized share count was greatly expanded and the board now has approval authority to pursue a reverse stock split and to issue large blocks of shares (20%+ issuances under Nasdaq rules). Those actions can change share count, voting power, and float available for financing or strategic transactions.
• The failed merger vote stops the proposed transaction and conversion of Preferred Stock described in the proxy. Ratification of the auditor and approval of executive compensation are routine governance items that were confirmed by shareholders.
• Investors should note upcoming announcements or filings if the board implements the reverse split or issues shares under the approved agreements, since those moves can affect share price, liquidity, and ownership percentages.