Olenox Industries Amends Stock Purchase Agreement with Purchaser

What Happened

• Olenox Industries Inc. (formerly Safe & Green Holdings Corp. in the original agreements) announced an Amendment Agreement with General Alpha Ltd., effective August 4, 2026, that changes key terms of the Stock Purchase Agreement and related Registration Rights Agreement originally dated May 29, 2025.
• The Amendment updates the agreement dates and extends the Purchase Agreement expiration from May 8, 2026 to August 3, 2028, and otherwise revises anti-dilution, put-payment and variable-rate transaction protections.

Key Details

• Effective date: August 4, 2026; Purchaser: General Alpha Ltd. (Saint Kitts and Nevis).
• Expiration extended: Purchase Agreement expiration moved from May 8, 2026 to August 3, 2028.
• Anti-dilution narrowed: Anti-dilution protection no longer applies to shares issued (i) to board members/employees/executives, (ii) from conversions of the Company’s existing preferred stock, or (iii) for acquisitions or conversions.
• Put/payment and notes: New provision allows the Purchaser to deduct up to 30% of any Put amount to pay outstanding principal or interest on notes or convertible notes owed by the Company to the Purchaser.
• Variable-rate issuance cap: The Company may not effect variable-rate transactions that grant a discount in excess of 10% to recipients.
• Removed provisions: Sections titled “True-Up” (Section 7.5) and “Review of Public Disclosures” (Section 6.10) were removed in full.

Why It Matters

• For investors, these changes materially affect dilution risk and the economic recovery the Purchaser can claim on a Put: narrowing anti-dilution protection means some future share issuances (e.g., employee grants, conversions, acquisition-related issuances) will not trigger anti-dilution adjustments, and the Purchaser can recoup up to 30% of Put proceeds to satisfy outstanding notes — both changes can reduce the effective value or protections for holders.
• The extended expiration through August 3, 2028 lengthens the time window for these amended rights and obligations to remain in effect, which is important for assessing potential future share issuance constraints and financing impacts.
• The filing is informational; the 8-K notes it is not an offer to sell securities in the United States absent registration or an applicable exemption.