SGBX enters merger agreement with NAHD (Olenox/Machfu); 4M convertible preferred shares to be issued

OLENOX INDUSTRIES INC.

Merger consideration: 4M Series A non-voting convertible preferred shares (1:15 conversion to common), subject to SGBX shareholder approval.
Acquisition adds Olenox (energy production/services) and Machfu (industrial IoT with 20,000+ gateways deployed).
Pro forma combined net income projection for 2025: ~$2.58M; 2026 Q1: ~$1.94M.
SGBX expects merger to cure Nasdaq stockholders' equity deficiency and provide access to capital on improved terms.
Deal structured as two-step sign-and-close; common share conversion requires Nasdaq and regulatory approvals.

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