Safe & Green Holdings Corp SEC Filings

Olenox Industries Inc. furnished an update on Bitcoin mining operations and the recently closed acquisition of CS Digital Ventures. The company reported its first monthly Bitcoin production update for May 2026 and explained that current output comes from third-party hosting facilities on the ERCOT grid.

Management outlined profit-share hosting structures, noting that reported production and hashrate reflect Bitcoin credited to Olenox’s pool accounts, with some hosting costs invoiced separately. Operations in Texas were deliberately curtailed and run in low-power mode during hot weather to protect hardware, which temporarily lowers hashrate and production.

Olenox recapitalized the CS Digital deal, citing upfront consideration of US$30 million, split between US$14 million in Series D Preferred Stock and a US$16 million unsecured Seller Note, plus warrants for 1,500,000 common shares and up to US$20 million in additional Series D upon achieving revenue and Adjusted EBITDA milestones. CS Digital adds about 35 MW of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s plan to develop off-grid, gas-powered digital infrastructure targeting power costs below $0.02 per kWh.

Olenox Industries Inc. completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a digital infrastructure company focused on energy-intensive data centers, for total upfront consideration of US$30 million.

The upfront package includes US$14 million in newly issued Series D Preferred Stock, a US$16 million unsecured Seller Note, and Warrants to purchase 1,500,000 common shares in three tranches at exercise prices of $5.00, $7.00 and $9.00 per share. Sellers may receive up to an additional US$20 million in Series D Preferred Stock if CS Digital meets post-closing revenue and Adjusted EBITDA milestones.

Conversion of the Series D Preferred Stock and exercise of the Warrants into common stock require stockholder approval under Nasdaq Listing Rule 5635 and are further limited by a 19.9% beneficial ownership cap. CS Digital contributed approximately 35 megawatts of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s strategy to build off-grid, gas-powered infrastructure for energy-intensive data center and AI compute workloads.

Olenox Industries Inc. completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a digital infrastructure company focused on energy-intensive data centers, for total upfront consideration of US$30 million.

The upfront package includes US$14 million in newly issued Series D Preferred Stock, a US$16 million unsecured Seller Note, and Warrants to purchase 1,500,000 common shares in three tranches at exercise prices of $5.00, $7.00 and $9.00 per share. Sellers may receive up to an additional US$20 million in Series D Preferred Stock if CS Digital meets post-closing revenue and Adjusted EBITDA milestones.

Conversion of the Series D Preferred Stock and exercise of the Warrants into common stock require stockholder approval under Nasdaq Listing Rule 5635 and are further limited by a 19.9% beneficial ownership cap. CS Digital contributed approximately 35 megawatts of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s strategy to build off-grid, gas-powered infrastructure for energy-intensive data center and AI compute workloads.

Olenox Industries, Inc. notifies the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and requests relief under Rule 12b-25 because post‑merger consolidations and unaudited acquired entities delayed reporting. The company states it expects to file its Form 10-K for the year ended December 31, 2025 by May 31, 2026 and its Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026.

Olenox Industries, Inc. notifies the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and requests relief under Rule 12b-25 because post‑merger consolidations and unaudited acquired entities delayed reporting. The company states it expects to file its Form 10-K for the year ended December 31, 2025 by May 31, 2026 and its Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026.

Olenox Industries Inc. approved a change to its charter to carry out a reverse stock split of its common stock. Effective 12:01 a.m. Eastern Time on May 8, 2026, the company implemented a one-for-ten reverse stock split of its issued and outstanding common shares.

Every 10 shares of common stock were automatically reclassified into one share. The company did not issue fractional shares; instead, any fractional amounts were rounded up so each affected stockholder received the nearest whole share.

Olenox Industries Inc. approved a change to its charter to carry out a reverse stock split of its common stock. Effective 12:01 a.m. Eastern Time on May 8, 2026, the company implemented a one-for-ten reverse stock split of its issued and outstanding common shares.

Every 10 shares of common stock were automatically reclassified into one share. The company did not issue fractional shares; instead, any fractional amounts were rounded up so each affected stockholder received the nearest whole share.

Olenox Industries Inc. disclosed that its wholly owned subsidiary SG Echo LLC has voluntarily filed for a Chapter 11 reorganization in the U.S. Bankruptcy Court for the Eastern District of Oklahoma. The case covers only SG Echo; Olenox and its other subsidiaries continue normal operations.

The filing triggered an event of default under SG Echo’s Enhanced Loan Agreement, accelerating approximately $4 million of principal plus accrued interest, although enforcement is stayed by the bankruptcy process. Olenox’s press release states the reorganization is intended to streamline SG Echo’s operations and reduce its liabilities by an estimated $2 million through a court-approved plan of reorganization while SG Echo continues operating in the ordinary course.

Olenox Industries Inc. disclosed that its wholly owned subsidiary SG Echo LLC has voluntarily filed for a Chapter 11 reorganization in the U.S. Bankruptcy Court for the Eastern District of Oklahoma. The case covers only SG Echo; Olenox and its other subsidiaries continue normal operations.

The filing triggered an event of default under SG Echo’s Enhanced Loan Agreement, accelerating approximately $4 million of principal plus accrued interest, although enforcement is stayed by the bankruptcy process. Olenox’s press release states the reorganization is intended to streamline SG Echo’s operations and reduce its liabilities by an estimated $2 million through a court-approved plan of reorganization while SG Echo continues operating in the ordinary course.

Olenox Industries held its 2025 annual meeting on March 31, 2026, where stockholders approved a broad set of governance and capital structure changes. Seven directors were re-elected, the auditor RBSM LLP was ratified, and executive compensation was approved on an advisory basis.

Stockholders authorized large potential equity issuance: approval of issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each equal to or above 20% of common stock outstanding before issuance, an increase in shares under the Stock Incentive Plan by 1,500,000 shares plus a 4.5% annual evergreen feature, and an increase in authorized common stock from 75,000,000 to 3,000,000,000 shares.

They also approved an amendment allowing a reverse stock split in a range of 1‑for‑10 to 1‑for‑20 at the board’s discretion and authorized potential adjournments, though no adjournment was needed. A proposed merger with New Asia Holdings, Inc. and related preferred stock conversion did not receive sufficient stockholder approval.

Olenox Industries held its 2025 annual meeting on March 31, 2026, where stockholders approved a broad set of governance and capital structure changes. Seven directors were re-elected, the auditor RBSM LLP was ratified, and executive compensation was approved on an advisory basis.

Stockholders authorized large potential equity issuance: approval of issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each equal to or above 20% of common stock outstanding before issuance, an increase in shares under the Stock Incentive Plan by 1,500,000 shares plus a 4.5% annual evergreen feature, and an increase in authorized common stock from 75,000,000 to 3,000,000,000 shares.

They also approved an amendment allowing a reverse stock split in a range of 1‑for‑10 to 1‑for‑20 at the board’s discretion and authorized potential adjournments, though no adjournment was needed. A proposed merger with New Asia Holdings, Inc. and related preferred stock conversion did not receive sufficient stockholder approval.

Olenox Industries Inc. entered two settlement agreements on February 11, 2026 with Michael McLaren to resolve a convertible note and disputes over Series A Non-Voting Convertible Preferred Stock. The company will issue 626,325 restricted common shares to fully settle the note and 585,000 restricted common shares in exchange for the surrender of 39,000 preferred shares, with McLaren waiving and releasing related claims.

The company also appointed Ambassador Paula J. Dobriansky to its board to fill a vacancy, with service running until the 2025 annual meeting. As a non-employee director, she will receive cash retainers and an equity grant of restricted stock units under the existing director compensation program.

Olenox Industries Inc. entered two settlement agreements on February 11, 2026 with Michael McLaren to resolve a convertible note and disputes over Series A Non-Voting Convertible Preferred Stock. The company will issue 626,325 restricted common shares to fully settle the note and 585,000 restricted common shares in exchange for the surrender of 39,000 preferred shares, with McLaren waiving and releasing related claims.

The company also appointed Ambassador Paula J. Dobriansky to its board to fill a vacancy, with service running until the 2025 annual meeting. As a non-employee director, she will receive cash retainers and an equity grant of restricted stock units under the existing director compensation program.

Olenox Industries Inc. has filed an amended proxy for its 2025 annual meeting, now adjourned to March 31, 2026, seeking stockholder approval for a wide-ranging slate of strategic and capital-structure actions. Holders of 9,609,436 common shares as of February 11, 2026 may vote.

Key items include electing seven directors, ratifying a new auditor, and an advisory vote on executive pay. A major proposal approves a merger with New Asia Holdings, Inc. structured through two subsidiaries, using up to 4,000,000 shares of Series A Convertible Preferred Stock, each convertible into 15 common shares upon stockholder approval.

Olenox also asks approval under Nasdaq Rule 5635(d) for significant share issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each in amounts equal to or above 20% of pre‑issuance common stock. Another proposal would increase the stock incentive plan pool by 1,500,000 shares and add a 10‑year annual evergreen equal to 4.5% of common shares outstanding each December 31.

The company requests authorization to raise authorized common stock from 75,000,000 to 3,000,000,000 shares and to effect a further reverse stock split in a 1‑for‑10 to 1‑for‑20 range, after a prior 1‑for‑64 reverse split in September 2025. An adjournment proposal would allow more time to solicit votes if support is initially insufficient.

Olenox Industries Inc. has filed an amended proxy for its 2025 annual meeting, now adjourned to March 31, 2026, seeking stockholder approval for a wide-ranging slate of strategic and capital-structure actions. Holders of 9,609,436 common shares as of February 11, 2026 may vote.

Key items include electing seven directors, ratifying a new auditor, and an advisory vote on executive pay. A major proposal approves a merger with New Asia Holdings, Inc. structured through two subsidiaries, using up to 4,000,000 shares of Series A Convertible Preferred Stock, each convertible into 15 common shares upon stockholder approval.

Olenox also asks approval under Nasdaq Rule 5635(d) for significant share issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each in amounts equal to or above 20% of pre‑issuance common stock. Another proposal would increase the stock incentive plan pool by 1,500,000 shares and add a 10‑year annual evergreen equal to 4.5% of common shares outstanding each December 31.

The company requests authorization to raise authorized common stock from 75,000,000 to 3,000,000,000 shares and to effect a further reverse stock split in a 1‑for‑10 to 1‑for‑20 range, after a prior 1‑for‑64 reverse split in September 2025. An adjournment proposal would allow more time to solicit votes if support is initially insufficient.

Olenox Industries Inc. entered into a settlement and release agreement with Cedar Advance LLC to resolve an outstanding balance of $1,732,500 under prior merchant cash advance agreements. Olenox will issue Cedar up to 500,000 common shares as initial consideration, subject to a 4.99% beneficial ownership cap at any time.

After Cedar sells the initial shares, the parties will compare Cedar’s gross sale proceeds to the $1,732,500 balance. If proceeds are lower, Olenox will issue additional restricted “true-up” shares, calculated by dividing the shortfall by the 10‑day volume weighted average price of the stock. Both parties mutually release all other claims, preserving only rights to enforce this agreement.

Olenox Industries Inc. entered into a settlement and release agreement with Cedar Advance LLC to resolve an outstanding balance of $1,732,500 under prior merchant cash advance agreements. Olenox will issue Cedar up to 500,000 common shares as initial consideration, subject to a 4.99% beneficial ownership cap at any time.

After Cedar sells the initial shares, the parties will compare Cedar’s gross sale proceeds to the $1,732,500 balance. If proceeds are lower, Olenox will issue additional restricted “true-up” shares, calculated by dividing the shortfall by the 10‑day volume weighted average price of the stock. Both parties mutually release all other claims, preserving only rights to enforce this agreement.

Olenox Industries Inc. filed a report describing the appointment of two new independent directors. On February 6, 2026, the board filled vacant seats by adding Erik Blum and Adam Falkoff, who will serve until the company’s 2025 annual shareholder meeting and until successors are elected and qualified.

As non-employee directors, they will join the existing director compensation program, which includes a $40,000 annual cash retainer, an additional $10,000 per committee chair role, and an annual equity grant of restricted stock units valued at about $50,000 that vest quarterly over two years. Because they joined in February 2026, each will receive pro-rated cash and equity awards reflecting their partial-year service.

The filing highlights Mr. Blum’s more than 30 years in debt and corporate finance, including leading a turnaround at Fynntechnical Innovations Inc., and Mr. Falkoff’s extensive background in public policy, international relations, and global strategic consulting, including senior roles advising corporate leaders and government officials. The company states there are no family relationships or related-party transactions involving these new directors that require disclosure.

Olenox Industries Inc. filed a report describing the appointment of two new independent directors. On February 6, 2026, the board filled vacant seats by adding Erik Blum and Adam Falkoff, who will serve until the company’s 2025 annual shareholder meeting and until successors are elected and qualified.

As non-employee directors, they will join the existing director compensation program, which includes a $40,000 annual cash retainer, an additional $10,000 per committee chair role, and an annual equity grant of restricted stock units valued at about $50,000 that vest quarterly over two years. Because they joined in February 2026, each will receive pro-rated cash and equity awards reflecting their partial-year service.

The filing highlights Mr. Blum’s more than 30 years in debt and corporate finance, including leading a turnaround at Fynntechnical Innovations Inc., and Mr. Falkoff’s extensive background in public policy, international relations, and global strategic consulting, including senior roles advising corporate leaders and government officials. The company states there are no family relationships or related-party transactions involving these new directors that require disclosure.