What changed in this filing

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Item 1. Business

2026-06-30 compared with 2025-04-01 · 369 added, 213 removed, 20 unchanged (97% of the section changed)

Company Overview

We operate in the following four segments:

(i) construction;

(ii) medical;

(ii) real estate development;

operate in the following four segments:

(i) manufacturing for construction;

(ii) technology;

(iii) oil and gas;

and (iv) environmental

The construction segment designs and constructs modular structures built in our factories using raw materials that are Made-in-America.

In the medical segment we use our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing.

Our real estate development segment builds innovative and green single or multifamily projects in underserved regions nationally using modules built in one of our vertically integrated factories.

The environmental segment, the newest segment, is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

We are a provider of modular facilities (“Modules”).

We currently provide Modules made out of both code-engineered cargo shipping containers and wood for use as both permanent or temporary structures for residential housing use and commercial use, including for health care facilities.

Prior to the COVID- 19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building.

Since our acquisition in September 2020 of Echo DCL, LLC (“Echo”), one of our key supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add Modules made out of wood.

In March 2020, in response to the COVID- 19 pandemic we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions.

In February 2023, we entered into an agreement with The Peoples Health Care, in Glendale, California, working in conjunction with Teamsters Local 848 , to deliver four Modules to provide medical services to union members.

In March 2023, we formed Safe & Green Medical Corporation to focus on our medical segment with an objective to establish a national presence with various clinics and labs that cater to the specific needs of local communities.

During 2021 , through our subsidiary, Safe and Green Development Corporation.

(“SG DevCorp”), we also began to focus on acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo.

SG Environmental Solutions Corp.

(“SG Environmental”), formed in Delaware is focused on biomedical waste removal and will utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste.

SG DevCorp develops, co-develops builds and finances single and multi-family homes in underserved regions nationally using modules built in one of our vertically integrated factories.

SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

As of December 31, 2024, the Company accounts for its investment in SG DevCorp on the equity method.

Upon deconsolidation, the Company recognized a gain of $ 4,637,013 which resulted from the difference between the fair value of the Company’s investment upon deconsolidation, and the net assets and carrying value of the non-controlling interest.

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

Prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation.

P rior to October 2019, our business model was solely a project-based construction model pursuant to which we were responsible for the design and construction of finished products that incorporated our technology primarily to customers in the retail, restaurant, military and education industries throughout the United States.

In October 2019, we changed our business model for our residential building construction to a royalty fee model and entered into a five -year exclusive license with CPF GP 2019 - 1 LLC (“CPF”) under which CPF licensed on an exclusive basis our proprietary technology and intellectual property to develop and commercialize products in the United States (and its territories) for residential use, including, without limitation, single-family residences and multi-family residences, but excluding military housing.

The construction segment designs and constructs modular structures in our factory using recycled shipping containers;

past, traditional wood and steel frames were also used.

In the technology sector, we offer turnkey solutions to monitor oil and gas operations

remotely and other similar applications.

Our oil and gas wells operate in multiple states and in Canada.

The environmental services segment

operates in the oil and gas industry and provides renewable energy and other services on-site.

are a provider of modular structures (“Modules”).

We currently provide Modules made out of code-engineered cargo shipping

containers as both permanent or temporary structures for use as residential housing, commercial structures and industrial applications.

In 2025, Modules were supplied for residential projects, military storage use and power generation enclosures.

They were manufactured

using our proprietary technology, design and engineering expertise, which includes modifying code-engineered cargo shipping containers

and purpose-built modules for use for safe and sustainable commercial, industrial and residential building.

February 2, 2025, we executed a sign and close agreement to merge Olenox Industries Inc.

(“OLOX”) with New Asia Holdings,

(“NAHD”), the parent company of Olenox Corp.

and Machfu, Inc.

In December 2025, OLOX acquired Giant Containers Inc.

is an oil & gas and renewable energy company, Machfu is an “Internet of Things,” or “IoT,” technology

company with proprietary technology in remote monitoring.

Giant Containers is a leading global manufacturer of modular structures using

shipping containers for use in construction projects and for custom buildings.

In January 2026, the Company changed its name from Safe

& Green Holdings Corp.

to “Olenox Industries Inc.” and the trading symbol was changed to “OLOX”.

to October 2019, our business model was solely a project-based construction model pursuant to which we were responsible for the design

and construction of finished products that incorporated our technology primarily to customers in the retail, restaurant, military and

education industries throughout the United States.

In October 2019, we changed our business model for our residential building construction

to a royalty fee model and entered into a five-year exclusive license with CPF GP 2019-1 LLC (“CPF”) under which CPF licensed

on an exclusive basis our proprietary technology and intellectual property to develop and commercialize products in the United States

(and its territories) for residential use, including, without limitation, single-family residences and multi-family residences, but excluding

military housing.

On June 15, 2021, we terminated the exclusive license by mutual agreement and ceased our royalty fee model.

Prior to the COVID- 19 pandemic, our core customer base was comprised of architects, landowners, builders and developers who used our Modules in commercial and residential structures.

Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge steel cargo shipping containers into Safe & Green™, which are safe green building blocks for commercial, industrial, and residential building construction, rather than consuming new steel and lumber.

Our technology and expertise is also used to purpose-build modules, or prefabricated steel modular units customized for use in modular construction, to augment or complement a Safe & Green™ structure.

Modular Construction

We produce purpose built pre-fabricated modular structures, for both residential and commercial use, using wood or steel as the base material.

to the COVID-19 pandemic, our core customer base was comprised of architects, landowners, builders and developers who used our Modules

in commercial and residential structures.

Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge

steel cargo shipping containers into Safe & Green™, which are safe green building blocks for commercial, industrial, and residential

building construction, rather than consuming new steel and lumber.

Our technology and expertise are also used to purpose-build modules,

or prefabricated steel modular units customized for use in modular construction, and to augment or complement our structures.

manufacture purpose-built pre-fabricated modular structures, for both residential and commercial use, using wood or steel as the base

We believe that modular construction provides the following benefits:

Factory produced modules provide greater quality of construction

Modules can be produced in parallel to the local site and civil work to enhance the date of completion

Modular construction allows for energy savings and more efficient waste management than traditional construction

Modules are inspected by a third party engineering firm to meet or exceed all applicable building codes

Projects can save up to 50 % on speed to market in comparison to traditional construction

Less site disturbance and impact on local traffic

Less weather related damage to construction materials

Products Produced with Our GreenSteel™ Modular Technology

The building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods.

The use of the Safe & Green building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.

Due to our ability to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction.

There are three core product offerings that utilize our GreenSteel technology and engineering expertise.

The first product offering involves GreenSteel Modules, which are normally container based, and are the structural core and shell of a Safe & Green building.

We procure the containers, engineer required openings with structural steel enforcements, paint the containers and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation.

The second product offering involves replicating the process to create the GreenSteel product either container based or conventional volumetric units and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering Safe & Green pre-fabricated Modules to the site for a third party licensed general contractor to complete the final finish out and installation.

Finally, the third product offering is the completely fabricated and finished Safe & Green building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps.

The building is ready for occupancy and/or use as soon as installation is completed.

Construction administration and/or project management services are typically included in our product offerings.

Other Modular Products

We also produce pre-fabricated modular containers, for both residential and commercial use, at SG Echo using wood framing as the base material instead of steel containers.

We have found that some clients prefer a mix of wood and steel containers for their projects.

Since our acquisitio n of Echo, approximately 8 5 % of our Module sales have been for wood-based modules.

In April 2017, the ICC Evaluation Service, LLC (“ICC-ES”) granted us an Evaluation Service Report (“ESR”) for the Safe & Green structural building materials.

produced modules provide greater quality of construction

can be produced in parallel to the local site and civil work to enhance the date of completion

construction allows for energy savings and more efficient waste management than traditional construction

are inspected by a third party engineering firm to meet or exceed all applicable building codes

can save up to 50% on speed to market in comparison to traditional construction

site disturbance and impact on local traffic

weather related damage to construction materials

Produced with Our GreenSteel™ Modular Technology

building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable,

environmentally sensitive, and erected in less time than traditional construction methods.

The use of the Safe & Green building structure

typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification

levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.

Due to our ability to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader

in environmentally sustainable construction.

are three core product offerings that utilize our GreenSteel technology and engineering expertise.

The first product offering involves

GreenSteel Modules, which are normally container based, and are the structural core and shell of a Safe & Green building.

the containers, engineer required openings with structural steel enforcements, paint the containers and then deliver them on-site, where

the customer or a customer’s general contractor will complete the entire finish out and installation.

The second product offering

involves replicating the process to create the GreenSteel product either container based or conventional volumetric units and, in addition,

installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical

wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering pre-fabricated Modules to the site for a third party

licensed general contractor to complete the final finish out and installation.

Finally, the third product offering is the completely

fabricated and finished building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures,

plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps.

building is ready for occupancy and/or use as soon as installation is completed.

Construction administration and/or project management

services are typically included in our product offerings.

Modular Products

also produced pre-fabricated modular containers, for both residential and commercial use, at our Durant, Oklahoma facility using wood

framing as the base material instead of steel containers.

We have found that some clients prefer a mix of wood and steel containers for

their projects.

April 2017, the ICC Evaluation Service, LLC (“ICC-ES”) granted us an Evaluation Service Report (“ESR”) for the

Safe & Green structural building materials.

We believe we were the first modular building company to receive such certification.

Our ESR indicates that the ICC-ES recognizes the suitability and technical capabilities of the Safe & Green structural building materials for use in compliance with the International Building Code and Residential Code, the California Building Code and Residential Code, and the Florida Building Code—Building and Residential.

We believe our ESR has expedited reviews and approvals by state and local building departments, helped the Safe & Green concept gain wider acceptance in the construction industry and opened up licensing opportunities internationally We also believe the ESR will make it more difficult for other companies in the industry to compete with us because the quality control and design acceptance criteria are specific to us and our associated facilities.

Our ESR program is based out of our main manufacturing facility in Durant, Oklahoma.

The inspection and certification of intermodal containers as detailed in our ESR procedures is not site specific but rather depends on the use of qualified inspectors who are trained to evaluate the cargo worthiness of intermodal containers using established industry standards including AC 462 from the ICC and IICL.

Our quality control and inspection processes are reviewed annually by the ICC-ES to verify compliance with the Acceptance Criteria established by the ICC and detailed in ESR 3764 .

The ESR program is current with these recertifications and the up-to-date ESR is posted to the industry wide approved ESR list on the ICC web-based network.

Once a container is inspected a medallion is permanently affixed to the unit to signify compliance with ESR 3764 which is used by local building officials to verify conformance of the container module to the ICC criteria.

All Safe and Green Holdings container-based modules have this medallion that validates the quality control process.

Target Markets

To date, the target markets for the products that utilize our technology and expertise of Modules have been the new construction market in the United States.

Our ESR indicates that the ICC-ES recognizes the suitability and technical capabilities of our structural building materials for use

in compliance with the International Building Code and Residential Code, the California Building Code and Residential Code, and the Florida

Building Code—Building and Residential.

We believe our ESR has expedited reviews and approvals by state and local building departments,

helped the modular concept gain wider acceptance in the construction industry and opened up licensing opportunities internationally We

also believe the ESR will make it more difficult for other companies in the industry to compete with us because the quality control and

design acceptance criteria are specific to us and our associated facilities.

inspection and certification of intermodal containers as detailed in our ESR procedures is not site specific but rather depends on the

use of qualified inspectors who are trained to evaluate the cargo worthiness of intermodal containers using established industry standards,

including AC 462 from the ICC-ES and Institute of International Container Lessors (“IICL”).

Our quality control and inspection

processes are reviewed annually by the ICC-ES to verify compliance with the Acceptance Criteria established by the ICC-ES and detailed

The ESR program is current with these recertifications and the up-to-date ESR is posted to the industry wide approved ESR

list on the ICC-ES web-based network.

Once a container is inspected, a medallion is permanently affixed to the unit to signify compliance

with ESR 3764 which is used by local building officials to verify conformance of the container module to the ICC-ES criteria.

Industries container-based modules have such medallions that validate the quality control process.

date, the target markets for the products that utilize our technology and expertise of Modules have been the new construction market

in the United States.

The Modules that utilize our technology and expertise have a particular application in a number of segments, including:

Single-Family and Multi-Family Housing

Restaurants and Quick Service Restaurants

Education/Student Housing

Health Care including medical laboratories

Equipment Enclosures and Stacking Solutions

Office and Commercial

Commercial and residential customers

Athletic facilities and support structures

Administration Facilities

In addition, future target ma for expansion of such products and services include data centers, warehouse/public storage, reclamation/drop off centers and medical.

In September 2020, we consummated the transaction contemplated by the Asset Purchase Agreement that SG Echo entered into with Echo DCL, LLC pursuant to which SG Echo acquired substantially all the assets of Echo DCL, LLC, a Texas limited liability company, except for Echo’s real estate holdings.

Echo was a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain partners.

Echo catered to the military, education, administration facilities, healthcare, government, commercial and residential customers.

This acquisition allowed us to expand our reach for our Modules and offered us an opportunity to vertically integrate a large portion of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery.

SG Echo opened a second factory (the “Waldron Factory”), also in Durant, Oklahoma, in the second half of 2023 .

The Waldron Factory produces modulars for multiple clients in various industries,

Safe & Green Medical

As an expansion to our prior modular COVID- 19 offerings, we plan to provide our modular technology to offer turnkey solutions to deliver medical testing and treatment and generate revenues from medical testing, In furtherance of this objective, in March 2023, we formed Safe and Green Medical Corporation.

To date, we have not generated revenue from SG Medical.

SG Development

During February 2021, we formed SG DevCorp for the purpose of real property development utilizing our technologies and our manufacturing facility.

SG DevCorp’s current business focus is primarily on the direct acquisition and indirect investment in properties nationally that will be further developed in the future into green single or multi-family projects.

To date, SG DevCorp has not generated any revenue and its activities have consisted solely of the acquisition of three properties and an investment in two entities that have acquired two properties to be further developed;

however it has not yet commenced any development activities.

SG DevCorp intends to construct many of its planned developments using Modules built by SG Echo.

In addition to these development projects, it intends, subject to its ability to raise sufficient capital, to build additional, strategically placed manufacturing facilities that will be sold or leased to third parties as well as leased to SG Echo.

SG DevCorp intends to build manufacturing sites for lease to SG Echo near its project sites in order to take advantage of cost savings for transportation of modules.

SG DevCorp’s business model is flexible and it anticipates developing properties on its own and also through joint ventures in which SG DevCorp partners with third-party equity investors or other developers.

SG DevCorp has entered into, and may continue in the future to enter into, joint ventures (including limited liability companies or partnerships) through which it would own an indirect economic interest of less than 100 % of the property owned directly by such joint ventures.

The decision to either develop a property on its own or through a joint venture is based on a variety of factors and considerations, including:

(i) the economic and tax terms required by the seller of land;

(ii) SG DevCorp’s desire to diversify its portfolio of communities by market, submarket and product type;

(iii) SG DevCorp’s desire at times to preserve its capital resources to maintain liquidity or balance sheet strength;

and (iv) SG DevCorp’s projections, in some circumstances, that it will achieve higher returns on its invested capital or reduce its risk if a joint venture vehicle is used.

Each joint venture agreement is individually negotiated, and SG DevCorp’s ability to operate and/or dispose of a community in its sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.

In December 2022, we announced our plan to separate (the “Separation”) our company and SG DevCorp into two separate publicly traded companies.

To implement the Separation, on September 27, 2023 , we, effected a pro rata distribution to our stockholders of approximately 30 % of the outstanding shares of SG DevCorp’s common stock (the “Distribution”) .

In connection with the Distribution, each of our stockholders received 0.930886 shares of SG DevCorp’s common stock for every five ( 5 ) shares of our common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares.

Immediately after the Distribution, SG DevCorp was no longer a wholly-owned subsidiary of ours and we held approximately 70 % of SG DevCorp’s issued and outstanding securities.

On September 28, 2023, SG DevCorp’s common stock began trading on the Nasdaq Capital Market under the symbol “SGD.”

In connection with the Separation and Distribution, we entered into a separation and distribution agreement and several other agreements with SG DevCorp.

These agreements provide for the allocation between us and SG DevCorp of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of us and our subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between us and SG DevCorp subsequent to the completion of the Separation.

In addition to the separation and distribution agreement, the other principal agreements entered into with us included a tax matters agreement and a shared services agreement.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

SG Environmental

In March 2022, we entered into a ten -year exclusive distribution agreement with Sanitec Industries LLC (“Sanitec”), a sustainable waste management company that is the global patent holder for the Sanitec Microwave Healthcare Waste Disinfection System™ for the State of New York with a right to expand to other states.

The Sanitec Microwave Disinfection Unit is designed to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste.

Sanitec Industries’ existing customers are primarily centered in healthcare facilities nationwide, ranging from large hospital systems to single practitioner doctors’ offices.

In connection with our entry into the Sanitec distribution agreement we formed a new subsidiary, SG Environmental Solutions Corp.

SG Environmental plans to offer biomedical waste removal utilizing the patented technology that it licenses from Sanitec to shred and disinfect biomedical waste for safe disposal.

To date, we have not generated revenue from SG Environmental, and do not have any immediate intentions of having this as part of our core business.

Recent Developments

On February 2, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us and NAHD pursuant to which NAHD will be merged into a to-be-formed subsidiary of the Company (the “Merger”).

Following this Merger, the NAHD operating subsidiaries will be indirect, wholly owned subsidiaries of the Company.

As merger consideration, the Company will issue four million ( 4,000,000 ) Series A non-voting convertible preferred shares of the Company, par value $ 1.00 (the “Preferred Shares”), to the NAHD shareholders.

Each Preferred Share has the right to convert into shares of common stock of the Company at a ratio of 1 to 15 (each Preferred Share will convert into 15 shares of common stock of the Company), provided, however, that such conversion is subject to the approval of a majority of the Company’s common shareholders.

The Merger Agreement contain customary representations, warranties, and covenants.

The Merger Agreement also contain conditions to the completion of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger.

There are no assurances that the parties will satisfy all of the conditions to the merger.

The parties expect to complete these transactions as soon as practicable following the satisfaction or waiver of the condition to the Merger.

On February 26, 2025, the Company received a listing decision from The Nasdaq Stock Market LLC (“Nasdaq”) on behalf of the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has evidenced compliance with the minimum equity standard set forth in Listing Rule 5550 (b)( 1 ) (the “Equity Rule”) and all other applicable criteria for continued listing on The Nasdaq Capital Market.

Single-Family

and Multi-Family Housing

and Quick Service Restaurants

Education/Student

Care including medical laboratories

Enclosures and Stacking Solutions

and Commercial

Athletic facilities

and support structures

Administration

addition, future work targets a major expansion into such products and services, including recharging stations for electric vehicles,

data centers, warehouse/public storage, energy storage, and reclamation/drop off centers.

September 2020, we consummated the transaction contemplated by the Asset Purchase Agreement that SG Echo, LLC (“SG Echo”)

entered into with Echo DCL, LLC, a Texas limited liability company (“Echo”), pursuant to which SG Echo acquired substantially

all the assets of Echo, except for Echo’s real estate holdings.

Echo was a container/modular manufacturer based in Durant, Oklahoma

specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain

Echo catered to military, education, administration facilities, healthcare, government, commercial and residential customers.

This acquisition allowed us to expand our reach with our Modules and offered us an opportunity to vertically integrate a large portion

of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing

and delivery.

Echo opened a second factory (the “Waldron Factory”) in Durant, Oklahoma, in the second half of 2023.

The Waldron Factory

produced modulars for multiple clients in various industries.

It was closed and moved to Conroe, TX in the fourth quarter of 2025.

factory in Oklahoma is currently being leased to a tenant that is an unrelated entity.

April 28, 2026, SG Echo, a wholly owned subsidiary of the Company, commenced a voluntary case under Chapter 11 of title 11 of the United

States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Oklahoma (the “Bankruptcy

Court”), seeking a court-administered reorganization pursuant to a plan of reorganization.

The Chapter 11 case pertains solely

to SG Echo and does not include the Company or any of its other subsidiaries or affiliates, which continue to operate normally.

continues to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance

with the applicable provisions of the Bankruptcy Code.

commencement of the Chapter 11 case constitutes an event of default that accelerated the obligations of SG Echo under the Loan and Security

Agreement between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC, dated September 20, 2024 (the “Enhanced Loan Agreement”),

under which approximately $4.0 million of principal, plus accrued and unpaid interest, became immediately due and payable.

to enforce the payment obligations under the Enhanced Loan Agreement are automatically stayed as a result of the Chapter 11 case, and

the creditors’ enforcement rights are subject to the applicable provisions of the Bankruptcy Code.

The Company is evaluating the

impact of the Chapter 11 case on the carrying amounts and classification of SG Echo’s assets and liabilities and on the Company’s

consolidated financial statements.

December 2022, we announced our plan to separate (the “Separation”) our Company and Safe and Green Development Corporation

(“SG DevCorp”) into two separate publicly traded companies.

To implement the Separation, on September 27, 2023, we effected

a pro rata distribution to our stockholders of approximately 30% of the outstanding shares of SG DevCorp common stock (the “Distribution”).

In connection with the Distribution, each of our stockholders received 0.930886 shares of SG DevCorp common stock for every five (5)

shares of our common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a

cash payment in lieu of any fractional shares.

Immediately after the Distribution, SG DevCorp was no longer a wholly-owned subsidiary

of ours and we held approximately 70% of SG DevCorp issued and outstanding securities.

SG DevCorp has since gone through mergers and

a name change.

connection with the Separation and Distribution, we entered into a separation and distribution agreement and several other agreements

with SG DevCorp.

These agreements provide for the allocation between us and SG DevCorp of the assets, employees, liabilities and obligations

(including, among others, investments, property, employee benefits and tax-related assets and liabilities) of us and our subsidiaries

attributable to periods prior to, at and after the Separation and will govern the relationship between us and SG DevCorp subsequent to

the completion of the Separation.

In addition to the separation and distribution agreement, the other principal agreements entered into

with us included a tax matters agreement and a shared services agreement.

2024, the Company’s ownership in SG DevCorp fell below 50%, and the Company deconsolidated SG DevCorp from its financial statements

(the “Deconsolidation”).

The Deconsolidation represents a strategic shift in the Company’s operations and continues

to have a major effect on the Company’s operations and financial results.

February 2, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us and NAHD pursuant

to which NAHD will be merged into a to-be-formed subsidiary of the Company (the “Merger”).

Following this Merger, the NAHD

operating subsidiaries will be indirect, wholly owned subsidiaries of the Company.

merger consideration, the Company will issue four million (4,000,000) shares of Series A non-voting convertible preferred stock of the

Company, par value $1.00 (the “Preferred Shares”), to the NAHD shareholders.

Each Preferred Share has the right to convert

into shares of common stock of the Company at a ratio of 1 to 15 (each Preferred Share will convert into 15 shares of common stock of

the Company), provided, however, that such conversion is subject to the approval of a majority of the Company’s common shareholders.

Merger Agreement contain customary representations, warranties, and covenants.

The Merger Agreement also contain conditions to the completion

of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption

of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger.

There are no assurances that the

parties will satisfy all of the conditions to the merger.

parties expect to complete these transactions as soon as practicable following the satisfaction or waiver of the condition to the Merger.

February 26, 2025, the Company received a listing decision from The Nasdaq Stock Market LLC (Nasdaq) on behalf of the Nasdaq Hearings

Panel (the “Panel”) indicating that the Company has evidenced compliance with the minimum equity standard set forth in Listing

Rule 5550(b)(1) (the “Equity Rule”) and all other applicable criteria for continued listing on The Nasdaq Capital Market.

Accordingly, the previously disclosed listing matter has been closed, and the Company’s securities will remain listed on Nasdaq.

To regain compliance with the Equity Rule, the Company proposed a merger with Olenox Corp., a diversified energy company based in Texas that operates in three vertically integrated business units:

Oil & Gas, Energy Services, and Energy Technologies (the “Olenox Merger”).

On February 6, 2025, the Company informed the Panel that the Company had completed the first planned stage of the Olenox Merger, which served to increase stockholders’ equity by approximately $ 60 million.

Based on the information presented and publicly disclosed, the Panel determined that the Company has satisfied the Equity Rule.

In its communications with the Panel, the Company further advised that the conversion of the preferred stock issued in the transaction is subject to the Company’s receipt of shareholder approval for the issuance of the underlying common shares and, upon such issuance, will result in a change of control of the Company.

The Company plans to file an initial listing application for the combined entity and to evidence compliance with Nasdaq’s initial listing criteria upon completion of the change of control aspect of the transaction.

Our Competitive Strengths

Although th e construction industry is highly competitive, we are committed to educating the real estate community on the benefits of our technology and expertise and positioning the products that utilize our technology and expertise as complementary to the strategy of developers, rather than as competition.

We may compete for building opportunities with regional, national and international builders that possess greater financial, marketing and other resources than we do, and competition within the general construction industry may increase if there is future consolidation in the land development and construction industry or from new building technologies that could arise.

Within the modular building space, we compete against a small number of companies providing modular-building services.

The principal competitive factors in our construction business include, but are not limited to, the availability of building materials;

regain compliance with the Equity Rule, the Company proposed a merger with Olenox Corp., a diversified energy company based in Texas

that operates in three vertically integrated business units:

Oil & Gas, Energy Services, and Energy Technologies (the “Olenox

On February 6, 2025, the Company informed the Panel that the Company had completed the first planned stage of the Olenox

Merger, which served to increase stockholders’ equity by approximately $60 million.

Based on the information presented and publicly

disclosed, the Panel determined that the Company has satisfied the Equity Rule.

its communications with the Panel, the Company further advised that the conversion of the preferred stock issued in the transaction is

subject to the Company’s receipt of shareholder approval for the issuance of the underlying common shares and, upon such issuance,

will result in a change of control of the Company.

Upon the Company’s receipt of such shareholder approval, the Company plans to

file an initial listing application for the combined entity.

June 11, 2025, the Company was notified by Nasdaq that, based upon the Company’s continued non-compliance with the minimum $1.00

bid price requirement set forth in Rule 5550(a)(2) as of June 10, 2025, the deficiency could serve as an additional basis for the delisting

of the Company’s securities from Nasdaq.

The notice had no immediate effect on the listing or trading of the Company’s common

stock and the Company’s common stock continued to trade pending the ultimate conclusion of the Nasdaq hearing process.

17, 2025, the Company presented a plan to the Panel to regain compliance, including its intention to implement a reverse stock split

and restructure certain previously issued warrants to mitigate dilution concerns.

On July 8, 2025, the Company received a decision letter

from the Panel granting the Company’s request for continued listing on the Nasdaq Capital Market.

The decision is conditioned on

the Company maintaining full compliance with all continued listing requirements of the Nasdaq Capital Market by August 28, 2025 and completing

its proposed plan.

On or about October 3, 2025, the Company regained compliance with all applicable Nasdaq listing requirements, including

Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Rule, which requires the Company’s common stock to maintain a minimum bid price

of $1.00 per share for at least ten consecutive business days.

Further to the compliance letter set forth by the Panel, the Company has

now fully complied with all terms and conditions outlined therein.

December 18, 2025, the Company acquired all of the outstanding shares of Giant Containers Inc.

Giant Containers is a leading manufacturer

of modular structures utilizing shipping containers and purpose-built containers.

Giant Containers have been active in the industry for

over 20 years and have delivered several projects to the residential, commercial and industrial markets.

It has customers throughout

Canada and the U.S.

and at the date of acquisition had a substantial number of projects under contract.

With the closing of SG Echo LLC

in the fourth quarter of 2025, Giant Containers will be the focus of the Company’s modular business going forward.

Competitive Strengths

the construction industry is highly competitive, we are committed to educating the real estate community on the benefits of our technology

and expertise and positioning our products as complementary to the strategy of developers, rather than as competition.

We may compete

for building opportunities with regional, national and international builders that possess greater financial, marketing and other resources

than we do, and competition within the general construction industry may increase if there is future consolidation in the land development

and construction industry or if new building technologies arise.

Within the modular building space, we compete against a small number

of companies providing modular building services.

The principal competitive factors in our construction business include, but are not

limited to, the availability of building materials;

technical product knowledge and expertise;

3 unchanged sentences

and the marketability of our ESR within the structural building space.

We believe we can distinguish ourselves from our competitors on the basis of our ESR, quality, cost and construction time savings when utilizing our technology and expertise.

Our proprietary construction for our cargo based containers method is typically less expensive than traditional construction methods, particularly in urban locations and multi-story projects, and construction time is also generally reduced by using our construction method, reducing both construction and soft costs substantially.

Safe & Green are designed to be hurricane-, tornado- and earthquake-resistant and able to withstand harsh climate conditions.

The flexibility and the stack-ability of the Modules allows architects, developers and owners to design Modules to meet their specific needs.

In addition, our management team has a breadth of knowledge in the modular building industry with a combined 130 years of experience.

Our experience in a wide range of construction applications, including office, enclosures, residential, commercial, quick service restaurants, experiential and restaurant applications, gives us an advantage over our competition through the use of market-based prototypes.

With the acquisition of Echo, we have been able to vertically integrate our manufacturing process and reduce some of our cost of goods sold, productivity and efficiency.

Our Customers

We market our construction products to a broad customer base, comprised primarily of contractors, home builders, building owners and other resellers across the continental United States.

In addition, as stated above, we have supplied and offer our Modules to the medical community.

Safe & Green customers come from all walks in the economy and include government agencies, private developers, the U.S.

Military, the Native American Community, the QSR operators, and a host of entrepreneurs looking to launch ideas and technology.

At December 31, 2024 and 2023 100 % and 100 %, respectively, of our gross accounts receivable were due from three and four customers.

Revenue relating to three and one customer represented approximately 83 % and 87 % of our total revenue for the years ending December 31, 2024 and 2023 , respectively.

Our Suppliers and Partners

Although the primary use of shipping containers is for transportation, when constructing Safe & Green, we use standard materials made in America to modify the container shell structure and finish out the modules.

In addition, we use the same standard construction materials to construct and finish out the wood base modules produced at SG Echo.

We utilize the same suppliers and materials used by conventional construction.

Materials such as windows, doors, insulation mechanical systems, electrical systems and other such supplies are all off-the-shelf materials and equipment commonly available and used in the industry.

We believe we have access to alternative suppliers, with limited disruption to the business, should circumstances change with our existing suppliers.

Intellectual Property

We operate under our United States registered trademarks “Safe & Green” and “GreenSteel” and our trademarked “SG” logo.

Legal Proceedings

The Company is subject to certain claims and lawsuits arising in the normal course of business.

For information regarding legal proceedings, see "Note 20 - Commitments and Contingencies" of our condensed consolidated financial statements included elsewhere in this Annual Report.

Government Regulation and Approval

The design and construction of buildings is controlled at the project level, with local and state municipalities having jurisdiction in most cases.

All buildings, conventionally built or modularly built, are subject to published building codes and criteria that must be achieved during the architectural and engineering phase in order to be approved for construction.

There are no specific regulations that impact our design and construction technology.

While much of the regulation in our industry occurs at the project level, we are subject to various federal, state and local government regulations applicable to the business in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, workplace safety, transportation, zoning and fire codes.

Also, to the extent we expand into medical waste removal and medical testing we will be subject to various federal, state and local government regulations.

believe we can distinguish ourselves from our competitors on the basis of our ESR, quality, cost and construction time savings when utilizing

our technology and expertise.

Our proprietary construction for our cargo-based containers method is typically less expensive than traditional

construction methods, particularly in urban locations and multi-story projects, and construction time is also generally reduced by using

our construction method, reducing both construction and soft costs substantially.

Our Modules are designed to be hurricane-, tornado-

and earthquake-resistant and able to withstand harsh climate conditions.

The flexibility and the stack-ability of the Modules allow architects,

developers and owners to design Modules to meet their specific needs.

In addition, our management team has a breadth of knowledge in

the modular building industry with over 100 years of combined experience.

Our experience in a wide range of construction applications,

including offices, industrial enclosures, residential projects, commercial structures and quick service restaurants, gives us an advantage

over our competition through the use of market-based prototypes.

market our construction products to a broad customer base, comprised primarily of contractors, home builders, building owners and other

resellers across the continental United States and Canada.

In addition, as stated above, we have supplied and offer our Modules to the

medical community.

Our customers come from all walks in the economy and include large multinational corporations, government agencies,

private developers, the U.S.

Military, individual home owners, pop-up retailers, and a host of entrepreneurs looking to launch ideas

and technology.

Suppliers and Partners

the primary use of shipping containers is for transportation, when constructing our Modules, we use standard materials made in America

to modify the container shell structure and finish out the Modules.

We also utilize the same suppliers and materials used by conventional

construction.

Materials such as windows, doors, insulation mechanical systems, electrical systems and other such supplies are all off-the-shelf

materials and equipment commonly available and used in the industry.

We believe we have access to alternative suppliers, with limited

disruption to the business, should circumstances change with our existing suppliers.

operate under our United States registered trademarks, GreenSteel ™ and Giant Containers.

Company is subject to certain claims and lawsuits arising in the normal course of business.

For information regarding legal proceedings,

see “Note 21 - Commitments and Contingencies” of our consolidated financial statements included elsewhere in this Annual

Regulation and Approval

design and construction of buildings is controlled at the project level, with local and state municipalities having jurisdiction in most

All buildings, conventionally built or modularly built, are subject to published building codes and criteria that must be achieved

during the architectural and engineering phase in order to be approved for construction.

There are no specific regulations that impact

our design and construction technology.

Our oil and gas operations are governed by federal, state, and local regulations covering environmental

protection, safety, leasing, and production compliance.

While much of the regulation in the design and construction industry occurs at

the project level, we are subject to various federal, state and local government regulations applicable to the business in the jurisdictions

in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, workplace

safety, transportation, zoning and fire codes.

We strive to operate in accordance with applicable laws, codes and regulations.

We believe we are in compliance in all material respects with existing applicable environmental laws and regulations and, in addition, that our employment, workplace health and workplace safety practices comply with related regulations.

General Corporate Information

We were incorporated in the State of Delaware on December 29, 1993 under the name PC 411 , INC.

On January 12, 1999, we changed our name to CDSI Holdings, Inc.

On November 4, 2011, CDSI Merger Sub, Inc., our wholly-owned subsidiary, completed a reverse merger with and into SG Building Blocks, Inc.

we are in compliance in all material respects with existing applicable environmental laws and regulations and, in addition, that our

employment, workplace health and workplace safety practices comply with related regulations.

Corporate Information

were incorporated in the State of Delaware on December 29, 1993 under the name PC411, INC.

On January 12, 1999, we changed our name to

CDSI Holdings, Inc.

On November 4, 2011, CDSI Merger Sub, Inc., our wholly-owned subsidiary, completed a reverse merger with and into

SG Building Blocks, Inc.

(“SG Building”), with SG Building surviving the reverse merger as our wholly owned subsidiary.

Also on November 4, 2011, we changed our name to SG Blocks, Inc.

On December 16, 2022, we changed our name to Safe & Green Holdings Corp.

On December 16, 2022, we changed our name to Safe & Green Holdings

In addition, on December 16, 2022, our then wholly-owned subsidiary, SGB Development Corp.

changed its name to Safe and Green Development Corporation.

Prior to our emergence from bankruptcy in June 2016, our Common Stock was quoted on the OTC Bulletin Board.

Our Common Stock is currently listed for trading on the Nasdaq Capital Market under the symbol “SGBX.”

Our principal offices are located at 990 Biscayne Blvd., 501 , Office 12 , Miami, Florida 33132 .

Our website address is www.safeandgreeenholdings.com.

The information contained in, and that can be accessed through our website, is not incorporated into and is not a part of this Annual Report.

We make available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as soon as reasonably practicable after those reports are filed with the SEC.

The following Corporate Governance documents are also posted on our website:

Code of Business Conduct and Ethics and the Charters for the following Committees of the Board of Directors:

changed its name to Safe and Green Development

On January 20, 2026, we changed our name to Olenox Industries Inc.

Our common stock is currently listed for trading on the

Nasdaq Capital Market under the symbol “OLOX.”

principal offices are located at 1207 N FM 3083 Rd E Bldg C, Conroe, TX 77304.

Our website address is www.olenox.com.

The information

contained in, and that can be accessed through our website, is not incorporated into and is not a part of this Annual Report.

available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as soon as reasonably

practicable after those reports are filed with the Securities and Exchange Commission (the “SEC”).

The following Corporate

Governance documents are also posted on our website:

Code of Business Conduct and Ethics and the Charters for the following Committees

of the Board of Directors:

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Our phone number is ( 646 ) 240 - 4235 .

Our filings may also be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Room 1580 Washington, DC 20549 .

Our phone number

is (646) 240-4235.

Our filings may also be read and copied at the SEC’s Public Reference Room at 100 F Street NE, Room 1580 Washington,

Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file

electronically with the SEC.

The address of that website is www.sec.gov.

Our Emergence from Bankruptcy

On October 15, 2015, the Company and its subsidiaries (collectively, the “Debtors”), filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under the caption In re SG Blocks, Inc.

Emergence from Bankruptcy

October 15, 2015, the Company and its subsidiaries (collectively, the “Debtors”), filed voluntary petitions for reorganization

under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the

“Bankruptcy Court”) under the caption In re SG Blocks, Inc.

et al., Case No.

On February 29, 2016, the Debtors filed a Disclosure Statement (the “Disclosure Statement”), attaching a Plan of Reorganization (the “Reorganization Plan”), along with a motion seeking approval of the Disclosure Statement by the Bankruptcy Court.

On June 30, 2016 (the “Effective Date”), the Reorganization Plan became effective and the Debtors emerged from bankruptcy.

Prior to the Effective Date, the Company was authorized to issue:

(i) 300,000,000 shares of common stock, par value $ 0.01 (the “Former Common Stock”) of which 42,918,927 shares were issued and outstanding as of June 29, 2016 ( 2,145,946 as adjusted for the May Stock Split) ;

and (ii) 5,000,000 shares of preferred stock, par value $ 0.01 (the “Former Preferred Stock”), none of which were issued and outstanding prior to the Effective Date.

On the Effective Date, and pursuant to the terms of the Reorganization Plan, the Company entered into a Securities Purchase Agreement, dated June 30, 2016, pursuant to which the Company sold for a subscription price of $ 2.0 million a 12 % Original Issue Discount Senior Secured Convertible Debenture to Hillair Capital Investments L.P.

(“HCI”) in the principal amount of $ 2.5 million, with a maturity date of June 30, 2018 (the “Exit Facility”).

On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Reorganization Plan, the Company issued, in the aggregate 410 shares (as adjusted to effect a 1 -for- 20 reverse stock split) of common stock, par value $ 0.01 (the “New Common Stock”), to the holders of Former Common Stock.

Further, under the Reorganization Plan, upon the Effective Date, certain members of the Company’s management were entitled to receive options (the “Management Options”) to acquire approximately 546 shares (as adjusted to effect a 1 -for- 20 reverse stock split), of the Company’s New Common Stock, on a fully diluted basis.

On the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Convertible Preferred Stock, designating 1,801,670 shares (as adjusted to effect a 1 -for- 3 reverse stock split) of preferred stock, par value $ 1.00 , all of which were issued upon our emergence from bankruptcy.

Prior to our public offering that we consummated in June 2017, all outstanding shares of our preferred stock, were converted into 90,084 shares of Common Stock.

On February 29, 2016, the Debtors

filed a Disclosure Statement (the “Disclosure Statement”), attaching a Plan of Reorganization (the “Reorganization

Plan”), along with a motion seeking approval of the Disclosure Statement by the Bankruptcy Court.

On June 30, 2016 (the “Effective

Date”), the Reorganization Plan became effective, and the Debtors emerged from bankruptcy.

to the Effective Date, the Company was authorized to issue:

(i) 300,000,000 shares of common stock, par value $0.01 (the “Former

Common Stock”) of which 3,353 shares were issued and outstanding as of June 29, 2016 ;

and (ii) 5,000,000 shares of preferred

stock, par value $0.01 (the “Former Preferred Stock”), none of which were issued and outstanding prior to the Effective Date.

the Effective Date, and pursuant to the terms of the Reorganization Plan, the Company entered into a Securities Purchase Agreement, dated

June 30, 2016, pursuant to which the Company sold for a subscription price of $2.0 million a 12% Original Issue Discount Senior Secured

Convertible Debenture to Hillair Capital Investments L.P.

(“HCI”) in the principal amount of $2.5 million, with a maturity

date of June 30, 2018 (the “Exit Facility”).

the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished,

and, pursuant to the Reorganization Plan, the Company issued, in the aggregate 1 share of common stock, par value $0.01 (the “New

Common Stock”), to the holders of Former Common Stock.

Further, under the Reorganization Plan, upon the Effective Date, certain

members of the Company’s management were entitled to receive options (the “Management Options”) to acquire approximately

1 share , of the Company’s New Common Stock, on a fully diluted basis.

the Effective Date, pursuant to the terms of the Plan and the Company’s Amended and Restated Certificate of Incorporation, the

Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Convertible Preferred Stock, designating

1,801,670 shares (as adjusted to effect a 1-for-3 reverse stock split) of preferred stock, par value $1.00, all of which were issued

upon our emergence from bankruptcy.

Prior to our public offering that we consummated in June 2017, all outstanding shares of our preferred

stock, were converted into 90,084 shares of common stock.

No preferred stock currently remains outstanding.

Reverse Stock Split

On May 2, 2024, we effected a 1 -for- 20 reverse stock split of our common stock.

All share and per share amounts set forth in the consolidated financial statements have been retroactively restated to reflect the split effected in May 2024 as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report have been adjusted to reflect the reverse stock split effected in May 2024.

Human Capital

We believe that our success depends upon our ability to attract, develop and retain key personnel.

As of December 31, 2024, we directly employed five full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers, and SG Echo directly employed twenty six full-time employees.

Available Information

We are subject to the informational requirements of the Exchange Act, and in accordance therewith, we file reports, proxy and information statements and other information with the SEC.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to Section 13 (a) or 15 (d) of the Exchange Act are available through the investor relations section of our website at www.safeandgreenholdings.com.

Reports are available free of charge as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The information contained on our website is not incorporated by reference into this Annual Report.

May 2, 2024, we effected a 1-for-20 reverse stock split of our common stock.

All share and per share amounts set forth in the consolidated

financial statements have been retroactively restated to reflect the split effected in May 2024 as if it had occurred as of the earliest

period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report have

been adjusted to reflect the reverse stock split effected in May 2024.

September 8, 2025, the Company effected a 1-for-64 reverse stock split of its then-outstanding common stock.

All share and per share

amounts set forth in the consolidated financial statements of the Company have been recast to reflect the 1-for-64 reverse stock split

as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all

periods have been adjusted to reflect this reverse stock split.

May 8, 2026, the Company effected a 1-for-10 reverse stock split of its then-outstanding common stock.

All share and per share amounts

set forth in the consolidated financial statements of the Company have been recast to reflect the 1-for-10 reverse stock split as if

it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods

have been adjusted to reflect this reverse stock split.

believe that our success depends upon our ability to attract, develop and retain key personnel.

As of December 31, 2025, we directly

employed five full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers.

are subject to the informational requirements of the Exchange Act, and in accordance therewith, we file reports, proxy and information

statements and other information with the SEC.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form

8-K, and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available through

the investor relations section of our website at www.olenox.com.

Reports are available free of charge as soon as reasonably practicable

after we electronically file them with, or furnish them to, the SEC.

The information contained on our website is not incorporated by

reference into this Annual Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business