FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains “forward-looking statements” that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this Annual Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included under Part I, Item 1A below. Furthermore, such forward-looking statements speak only as of the date of this Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans of ours will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake to update any forward-looking statement that may be made from time to time on our behalf.
As used in this Annual Report, unless the context requires otherwise, references to “Olenox,” the “Company,” “we,” “us,” and “our” refer to Olenox Industries, Inc. and its subsidiaries, as the context requires.
Safe & Green TM, GreenSteel TM and the SG logo are our trademarks. All other trademarks and service marks appearing in this Annual Report are the property of their respective owners.
On May 2, 2024, the Company effected a 1-for-20 reverse stock split. On September 8, 2025, the Company effected a 1-for-64 reverse stock. On May 8, 2026, the Company effected a 1-for-10 reverse stock split. Unless otherwise stated all shares and per share amounts for all periods presented in this Annual Report have been adjusted to reflect all stock splits for the years ended December 31, 2025 and 2024, and the May 8, 2026 reverse stock split.
Summary Risk Factors
Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware of before you decide to invest in our Company. The following is a summary of the more significant risks relating to the Company. A more detailed description of our risk factors can be found below in Item 1A. Risk Factors.
Risks Relating to our Financial Position and Capital Requirements
| ● | We could experience a shortfall in cash over the next twelve months. |
| ● | Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern. |
| ● | We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future. |
| ● | To date we have not generated revenue from SG Medical Co or SG Environmental Services. |
| ● | If we or our subsidiaries are unable to raise additional capital to fund our existing operations, we would be compelled to delay, reduce or eliminate our development or commercialization efforts. We must timely register the shares issuable under the Debenture and the Warrant. |
Risks Relating to our Company
| ● | A natural disaster, the effects of climate change, or other disruptions at our SG Echo facility could adversely affect us. |
| ● | The requirements of being a public company may strain our resources and divert management’s attention. |
| ● | We are dependent on the services of key personnel, a few customers and vendors. |
| ● | The loss of customers could have a material adverse effect on us. |
| ● | We rely on certain vendors to supply us with materials and products that, if we were unable to obtain, could adversely affect our business. |
| ● | We currently are, and may in the future be, subject to legal proceedings or investigations. |
Risks Relating to our Modular Business and Industry
| ● | Changes in general economic conditions and geopolitical and other conditions may adversely impact our business. |
| ● | Limited availability or increases in costs of transportation could adversely affect our business and operations. |
| ● | Expansion of our operations may strain resources. |
| ● | Our clients may adjust, cancel or suspend the contracts in our backlog. |
| ● | Our liability for estimated warranties may be inadequate. |
| ● | We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations. |
| ● | The cyclical and seasonal nature of the construction industry causes our revenues and operating results to fluctuate. |
| ● | One of our business segments depends on the construction industry and general business, financial market and economic conditions related to construction projects. |
| ● | Our business relies on private investment and a slower than expected economy may adversely affect our results. |
| ● | We are subject to risks regarding environmental, health and safety laws and regulations. |
| ● | Our business may be subject to economic and political risks of vendors obtaining supplies from foreign countries. |
| ● | Our operating results will be subject to fluctuations and are inherently unpredictable. |
| ● | We are subject to cybersecurity risks. |
| ● | We could suffer adverse tax and other financial consequences if we are unable to utilize our net operating loss carry forwards. |
Risks Relating to our Oil and Gas Business and Industry
| ● | Market conditions and particularly volatility in prices for oil and natural gas may adversely affect our revenue, cash flows, profitability, growth, production and the present value of our estimated reserves. |
| ● | The IRA and other risks relating to climate change could accelerate the transition to a low carbon economy and could impose new costs on our operations that may have a material and adverse effect on us. |
| ● | Climate change-related regulations, policies and initiatives may have other adverse effects, such as a greater potential for governmental investigations or litigation. |
| ● | We may be unable to obtain needed capital or financing on satisfactory terms or at all to fund our acquisitions or development activities, which could lead to a loss of properties and a decline in our oil and natural gas reserves and future production. |
| ● | Our failure to successfully identify, complete and integrate pending and future acquisitions of properties or businesses could reduce our earnings, and title defects in the properties in which we invest may lead to losses. |
| ● | Our identified potential drilling locations are susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. |
| ● | The inability of one or more of our customers to meet their obligations, or loss of one or more of our significant purchasers, may adversely affect our financial results. |
| ● | Our method of accounting for investments in oil and natural gas properties may result in impairment of asset value. |
Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
| ● | We are vulnerable to risks associated with our primary operations concentrated in a single geographic area. |
| ● | If transportation or other facilities, certain of which we do not control, or rigs, equipment, raw materials, oil services or personnel are unavailable, our operations could be interrupted and our revenues reduced. |
| ● | Our operations are subject to various governmental laws and regulations which require compliance that can be burdensome and expensive and may impose restrictions on our operations. |
| ● | U.S. tax legislation, including recently adopted IRA, may negatively affect our business, results of operations, financial condition and cash flow. |
| ● | Drilling for and producing oil and natural gas are high-risk activities with many uncertainties that may result in a total loss of investment and adversely affect our business, financial condition or results of operations. |
| ● | We rely on a few key employees whose absence or loss could adversely affect our business. |
| ● | A terrorist attack or armed conflict could harm our business and could adversely affect our business. |
| ● | A cyber incident could result in information theft, data corruption, operational disruption and/or financial loss. |
Risks Relating to our Common Stock
| ● | Failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting.We may effect additional reverse stock splits of our outstanding common stock in the future to comply with Nasdaq’s continued listing requirements. |
| ● | Our stock price has been subject to fluctuations in the past, has recently been volatile and our stock is thinly traded. |
| ● | The requirements of being a public company may strain our resources. |
| ● | Sales of shares of our common stock, could cause the price of our common stock to decline and result in dilution. |
| ● | Certain provisions of Delaware law could discourage, delay or prevent a merger or acquisition at a premium price. |
| ● | We have availed ourselves of reduced disclosure requirements, which may make our common stock less attractive. |
