8-K - Olenox Industries Inc. | StockGist

AI Analysis

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On February 10, 2026, Olenox Industries Inc. entered into a Mutual Settlement and Release Agreement with Cedar Advance LLC to resolve an outstanding debt balance of $1,732,500. The Company agreed to issue up to 500,000 shares of common stock as initial settlement, with potential additional 'true-up' shares if sales proceeds fall short of the balance.

Key Takeaways

1The Company settled a total outstanding balance of $1,732,500 owed to Cedar Advance LLC related to three Merchant Cash Advance Agreements.

2The settlement involves the issuance of 500,000 Initial Shares of common stock, subject to a 4.99% Beneficial Ownership Limitation.

3A 'True-up' mechanism allows for the issuance of additional restricted shares if the gross proceeds from the sale of Initial Shares are less than the $1,732,500 balance.

4The True-up Share calculation uses the 10-day VWAP of the Company’s Common Stock preceding the calculation date.

5Cedar agreed to vote 100% of the shares in favor of resolutions at the annual shareholders meeting scheduled for March 2026.

6The shares issued are unregistered under the Securities Act of 1933 and bear restrictive legends.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On February 10, 2026 (the “Effective Date”), Olenox Industries Inc. (the “Company”), executed a mutual settlement an

Material Agreement

$1.7M

Source Document

9.01

Financial Statements and Exhibits Exhibit Number Description 10.1 Mutual Settlement and Release Agreement, dated February 10, 2026, by and between Olenox Indust

Exhibits Only

Transaction Details

Material Agreement

Agreement: Mutual Settlement and Release Agreement
Parties: Olenox Industries Inc., Cedar Advance LLC

•Settles outstanding balance of $1,732,500 owed under Standard Merchant Cash Advance Agreements
•Company to issue 500,000 shares of common stock (Initial Shares)
•Issuance subject to 4.99% Beneficial Ownership Limitation
•True-up Shares to be issued if gross sales proceeds of Initial Shares are less than $1,732,500
•True-up Value calculated as $1,732,500 minus Proceeds, divided by 10-day VWAP
•Parties mutually release all claims related to the MCAs
•Cedar agrees to vote 100% of Shares in favor of resolutions at March 2026 annual shareholders meeting

Debt / Financing

Instrument: Merchant Cash Advance Agreements
Principal: 1732500
Use of Proceeds: Settlement of outstanding debt balance

Exhibits (2)

10.1

MUTUAL SETTLEMENT AND RELEASE AGREEMENT, DATED FEBRUARY 10, 2026, BY AND BETWEEN OLENOX INDUSTRIES INC. FKA SAFE & GREEN HOLDINGS CORP. AND CEDAR ADVANCE LLC

8-K

CURRENT REPORT