{"url_path":"/sec/olox/8-k/2026-03-13/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-03-13","source_url":"https://www.sec.gov/Archives/edgar/data/1023994/0001213900-26-027183-index.html","accession_number":"0001213900-26-027183","cik":"0001023994","ticker":"OLOX","issuer_name":"OLENOX INDUSTRIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1023994/0001213900-26-027183-index.html","primary_entity_key":"0001023994","primary_entity_name":"OLENOX INDUSTRIES INC."},"word_count":662,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nAs previously disclosed in the Current Report\non Form 8-K filed by Olenox Industries Inc. (formerly Safe & Green Holdings Corp.) (the “Company”) on December 2, 2025\n(the “Initial 8-K”), the Company entered into a Securities Purchase Agreement, dated November 25, 2025 (the “Purchase\nAgreement”), with an institutional investor (the “Purchaser”) for the purchase and sale of shares of the Company’s\nSeries C Convertible Preferred Stock, $1.00 par value per share (the “Series C Preferred Stock”). The Purchase Agreement provides\nthat the Company and the Purchaser may effect one or more additional closings for the purchase and sale of additional shares of Series\nC Preferred Stock (each, an “Additional Closing”), subject to the terms and conditions set forth therein. The purchase price\nfor any Additional Preferred Shares is approximately $900 for each $1,000 of Stated Value of the Additional Preferred Shares. Capitalized\nterms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement.\n\n \n\nOn March 12, 2026, the Company and the Purchaser\nmutually agreed to effect an Additional Closing pursuant to Section 1(b) of the Purchase Agreement (the “Second Closing”).\nAt the Second Closing, the Company issued and sold to the Purchaser 900 shares of Series C Preferred Stock (the “Additional Preferred\nShares”), representing an aggregate Stated Value of $900,000, for an aggregate purchase price of $810,000.\n\n \n\nThe Additional Preferred Shares have the same\nrights, preferences, and privileges as the shares of Series C Preferred Stock issued at the initial closing, as set forth in the Certificate\nof Designations of Rights and Preferences of Series C Convertible Preferred Stock (the “Certificate of Designation”) previously\nfiled with the Secretary of State of the State of Delaware on November 26, 2025, a copy of which was filed as Exhibit 3.1 to the Initial\n8-K. The Series C Preferred Stock is convertible into shares of the Company’s common stock, $0.01 par value per share (the “Common\nStock”), at a conversion price subject to adjustment as set forth in the Certificate of Designation.\n\n \n\nIn connection with the Second Closing, the Company\nand the Purchaser entered into a Registration Rights Agreement, dated March 12, 2026 (the “Additional Registration Rights Agreement”),\npursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”), no later than 30 days\nfrom the date of the Additional Closing, a registration statement covering the resale of the shares of Common Stock issuable upon conversion\nof the Additional Preferred Shares and have such registration statement declared effective by the SEC within 30 days of the filing\ndeadline (which may be extended to 60 days in the event the SEC elects to conduct a full review of such registration statement,\nor 45 days in the event of a partial review).\n\n \n\nThe Additional Preferred Shares were offered and\nsold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities\nAct”), and Rule 506(b) of Regulation D promulgated thereunder.\n\n \n\nPursuant to the terms of the placement agency\nagreement with WestPark Capital Inc., the Company paid the placement agent a commission equal to 7.0% of the gross proceeds from the Additional\nClosing. The net proceeds to the Company from the Second Closing were approximately $718,300, after deducting placement agent fees and\nthe payment of other offering expenses associated with the offering that were payable by the Company.\n\n \n\nThe foregoing summary of the Certificate of Designation,\nPurchase Agreement, and Additional Registration Rights Agreement are subject to and qualified in their entirety by reference to the full\ntext of such agreements, copies of which are filed or incorporated by reference as exhibits to this Current Report on Form 8-K and are\nincorporated herein by reference.\n\n \n\nNeither this Current Report on Form 8-K nor any\nexhibit 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.\n\n \n\n1"}