OLENOX INDUSTRIES INC. — fact timeline

OLENOX INDUSTRIES INC. entered into Membership Interest Purchase Agreement with Majestic World Holdings LLC valued at 500,000 shares of SG DevCo's restricted stock and $500 thousand in cash (effective 2024-02-07).

“On February 7, 2024, Safe and Green Development Corporation (“SG DevCo”), a majority owned subsidiary of Safe & Green Holdings Corp., acquired Majestic World Holdings LLC (“MWH”) pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of February 7, 2024, by and among SG DevCo , the members of MWH listed therein (the “Members”), MWH and Matthew A. Barstow, as Sellers Representative.”

OLENOX INDUSTRIES INC. entered into Settlement and Release Agreement with Maxim Group LLC valued at $187,500 of the Company’s common stock; (ii) $187,500 cash payment; and (iii) a $375,000 promissory (effective 2024-02-09).

“On February 9, 2024, Safe & Green Holdings Corp. (the “Company”) entered into a Settlement and Release Agreement (the “Settlement agreement”) with Maxim Group LLC (together with its parents, subsidiaries and affiliates, “Maxim”) wherein the Company agreed, contingent upon the closing of a current proposed best efforts offering, to pay the following consideration in settlement of amounts owed to Maxim in connection with the spin-off of Safe and Green Development Corporation: (i) $187,500 of the Company’s common stock; (ii) $187,500 cash payment; and (iii) a $375,000 promissory note bearing interest at a rate of 5% with a maturity date of the twelve month anniversary of the issuance date.”

OLENOX INDUSTRIES INC. entered into Agreement of Sale with Pigmental, LLC valued at $1.35 million (effective 2024-01-31).

“On January 31, 2024, Safe and Green Development Corporation (“SG DevCo”), a majority owned subsidiary of Safe & Green Holdings Corp., entered into an Agreement of Sale (the “Agreement of Sale”) with Pigmental, LLC, a Delaware limited liability company (“Pigmental Studios”), to sell approximately 27 acres of land zoned for a manufacturing facility in St. Mary’s, Georgia (the “St Mary’s Industrial Site”) owned by SG DevCo to Pigmental Studios for $1.35 million”

OLENOX INDUSTRIES INC. incurred debt of $1,733,420 with Cedar Advance LLC.

“Corp.(the “Company”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks sold to Cedar $1,733,420 of its future receivables for a purchase price of $1,180,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar , for net funds provided of $”

OLENOX INDUSTRIES INC. entered into Cash Advance Agreement with Cedar Advance LLC valued at $1,733,420 of its future receivables for a purchase price of $1,180,000 (effective 2024-01-29).

“On January 29, 2024, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks sold to Cedar $1,733,420 of its future receivables for a purchase price of $1,180,000”

OLENOX INDUSTRIES INC. incurred convertible notes of $650,000.00 with Peak One Opportunity Fund, L.P. at 8% per annum maturing twelve months from its date of issuance.

“On January 11, 2024, Safe & Green Holdings Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”), upon the satisfaction of certain conditions specified in the Purchase Agreement, two debentures to Peak One in the aggregate principal amount of $1,300,000. The closing of the first tranche was consummated on January 12, 2024 and the Company issued an 8% convertible debenture in the principal amount of Six Hundred Fifty Thousand Dollars ($650,000.00) (the “Debenture”) to Peak One”

OLENOX INDUSTRIES INC. entered into Securities Purchase Agreement with Peak One Opportunity Fund, L.P. valued at $1,300,000 (effective 2024-01-11).

“On January 11, 2024, Safe & Green Holdings Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”), upon the satisfaction of certain conditions specified in the Purchase Agreement, two debentures to Peak One in the aggregate principal amount of $1,300,000.”

OLENOX INDUSTRIES INC. incurred loan of purchase price of $200,000 with Maison Capital Group.

“On January 5, 2024, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), and the Company’s wholly owned subsidiary, SG Echo, LLC (“SG Echo”, and together with SG Building Blocks, the “Merchants”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.”

OLENOX INDUSTRIES INC. entered into Cash Advance Agreement with Maison Capital Group valued at $300,000 (effective 2024-01-05).

“On January 5, 2024, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), and the Company’s wholly owned subsidiary, SG Echo, LLC (“SG Echo”, and together with SG Building Blocks, the “Merchants”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.”

Vanessa Villaverde resigned as Director at OLENOX INDUSTRIES INC..

“Vanessa Villaverde, a member of the Board of Directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”), notified the Company of her decision to resign, effective December 31, 2023”

OLENOX INDUSTRIES INC. terminated Fabrication Agreement dated December 2, 2022 with Safe and Green Development Corporation valued at Termination of Fabrication Agreement relating to McLean mixed-use site (effective 2023-12-18).

“In connection with the entry into the Master Purchase Agreement, on December 18, 2023, SG Echo and SG DevCo terminated that certain Fabrication Agreement, dated December 2, 2022, between the parties relating to the McLean mixed-use site.”

OLENOX INDUSTRIES INC. entered into Master Purchase Agreement with Safe and Green Development Corporation valued at Agreement for modular construction services; fee equal to 12% of agreed cost per project (effective 2023-12-17).

“On December 17, 2023, SG Echo LLC (“SG Echo”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Master Purchase Agreement (the “Master Purchase Agreement”) with Safe and Green Development Corporation (“SG DevCo”), a majority owned subsidiary of the Company, pursuant to which SG DevCo may engage SG Echo from time to time to provide modular construction design, engineering, fabrication, delivery and other services (collectively, the “Work”) on such terms as the parties may mutually agree.”

OLENOX INDUSTRIES INC. dismissed Whitley Penn LLP as its auditor.

“On December 15, 2023, the Company (i) entered into an engagement letter with M&K and engaged M&K as the Company’s independent registered public accounting firm effective immediately and (ii) dismissed Whitley Penn LLP”

OLENOX INDUSTRIES INC. engaged M&K CPAS PLLC as its auditor.

“On December 15, 2023, the Company (i) entered into an engagement letter with M&K and engaged M&K as the Company’s independent registered public accounting firm effective immediately”

OLENOX INDUSTRIES INC. shareholders approved Approval of the adjournment of the 2023 Annual Meeting if necessary to solicit additional proxies (not needed as Proposals 4 and 5 passed) at the 2023-12-06 meeting.

“Proposal No. 6 The stockholders approved the adjournment of the 2023 Annual Meeting, based on the votes set forth below; however, an adjournment was not needed as Proposals 4 and 5 received a sufficient number of votes for approval. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 9,201,983 1,303,106 18,296 0”

OLENOX INDUSTRIES INC. shareholders approved Adoption of the 2023 Subsidiaries Equity Incentive Plan at the 2023-12-06 meeting.

“Proposal No. 5 The stockholders approved the adoption of the 2023 Subsidiaries Equity Incentive Plan. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 6,393,690 885,346 37,690 3,206,661”

OLENOX INDUSTRIES INC. shareholders approved Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20 at the 2023-12-06 meeting.

“Proposal No. 4 The stockholders approved an amendment to the Company's Certificate of Incorporation, at a ratio of 1-for-10 to 1-for-20 (the "Range"), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 9,147,943 1,361,482 13,962 0”

OLENOX INDUSTRIES INC. shareholders approved Advisory vote on the compensation of the Company's named executive officers (say-on-pay) at the 2023-12-06 meeting.

“Proposal No. 3 The stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers ("say-on-pay"), as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows: For Against Abstain Broker Non-Votes 6,547,033 723,357 46,336 3,206,661”

OLENOX INDUSTRIES INC. shareholders approved Ratification of Whitley Penn LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023 at the 2023-12-06 meeting.

“Proposal No. 2 The stockholders ratified and approved the appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the year ended December 31, 2023 based on the votes set forth below: For Against Abstain Broker Non-Votes 10,145,576 351,138 26,671 0”

OLENOX INDUSTRIES INC. shareholders approved Election of seven directors to serve a one-year term expiring at the 2024 Annual Meeting at the 2023-12-06 meeting.

“Proposal No. 1 The following seven (7) individuals were re-elected as directors, each to serve a one year term expiring at the 2024 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified with the following votes: For Withheld Broker Non-Votes Paul M. Galvin 6,870,729 445,997 3,206,661 David Villarreal 6,924,207 392,519 3,206,661 Christopher Melton 6,448,532 868,194 3,206,661 Shafron Hawkins 6,663,884 652,842 3,206,661 Vanessa Villaverde 6,913,397 403,329 3,206,661 Jill Anderson 6,977,703 339,023 3,206,661 Thomas Meharey 6,919,562 397,164 3,206,661”

OLENOX INDUSTRIES INC. incurred convertible notes of $1,200,000 with Peak One Opportunity Fund, L.P. at 8%.

“On November 30, 2023, SG DevCo entered into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which SG DevCo agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000.”

OLENOX INDUSTRIES INC. entered into Contribution Agreement with Preserve Acquisitions, LLC valued at valued at $11.5 million (effective 2023-11-28).

“Contribution Agreement – Lago Vista On November 28, 2023, LV Peninsula Holding LLC (“LV Holding”), a Delaware limited liability company and wholly owned subsidiary of Safe and Green Development”

OLENOX INDUSTRIES INC. entered into Purchase Agreement with Peak One Opportunity Fund, L.P. valued at aggregate principal amount of $1,200,000 (effective 2023-11-30).

“SG DevCo entered into a Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P. (“Peak One”), pursuant to which SG DevCo agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000.”

OLENOX INDUSTRIES INC. incurred debt of $511,200 of its future receivables for a purchase price of $360,000 with Cedar Advance LLC.

“On November 20, 2023, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks sold to Cedar $511,200 of its future receivables for a purchase price of $360,000, less underwriting fees and expenses paid, for net funds provided of $342,200.”

OLENOX INDUSTRIES INC. entered into Cash Advance Agreement with Cedar Advance LLC valued at $511,200 (effective 2023-11-20).

“On November 20, 2023, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks sold to Cedar $511,200 of its future receivables for a purchase price of $360,000, less underwriting fees and expenses paid, for net funds provided of $342,200.”

OLENOX INDUSTRIES INC. reported three months ended September 30, 2023 results: revenue $4.0 million.

“Revenue for the third quarter of 2023 was $4.0 million, compared to $4.1 million for the third quarter of 2022.”

OLENOX INDUSTRIES INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“November 7, 2023, Safe & Green Holdings Corp. (the “Company”) received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (September 26, 2023 through November 6, 2023), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to tr”

Thomas Meharey was appointed as director at OLENOX INDUSTRIES INC..

“appointed Thomas Meharey to fill the newly created directorship.”

William Rogers changed role as Project Development Advisor at OLENOX INDUSTRIES INC..

“the parties agreed that Mr. Rogers’ title under the Employment Agreement will change from COO to Project Development Advisor”

OLENOX INDUSTRIES INC.: Increased authorized shares of common stock from 25,000,000 to 75,000,000 (effective 2023-10-16).

“On October 16, 2023, Safe & Green Holdings Corp. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware that increased the number of the Company’s authorized shares of common stock, $0.01 par value per share, from 25,000,000 shares to 75,000,000 shares.”

OLENOX INDUSTRIES INC. shareholders approved Adjournment of the 2023 Special Meeting, if the Board of Directors determines it to be necessary or appropriate at the 2023-10-05 meeting.

“Proposal 3— Adjournment of the 2023 Special Meeting, if the Board of Directors determines it to be necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of any of Proposal 1 and/or Proposal 2. The stockholders approved, the adjournment of the 2023 Annual Meeting, based on the votes set forth below; however, an adjournment was not needed as Proposals 1 and 2 received a sufficient number of votes for approval: Votes For Votes Against Abstentions Broker Non-Votes 9,370,935 835,737 56,481 53”

OLENOX INDUSTRIES INC. shareholders approved Increase in Number of shares of Common Stock of our Stock Incentive Plan (the Plan) at the 2023-10-05 meeting.

“Proposal 2 . Increase in Number of shares of Common Stock of our Stock Incentive Plan (the “Plan”) . The amendment to the Plan, to increase the number of shares of Common Stock that the Company will have authority to grant under the Plan by 5,000,000 shares to 8,625,000 shares was approved based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 6,553,695 717,516 17,378 2,974,617”

OLENOX INDUSTRIES INC. shareholders approved Increase in Number of Authorized Shares of Common Stock at the 2023-10-05 meeting.

“Proposal 1. Increase in Number of Authorized Shares of Common Stock . The amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.01 per share (“Common Stock”), from 25,000,000 to 75,000,000 was approved based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 9,560,972 684,561 17,673 0”

OLENOX INDUSTRIES INC. completed a disposition involving Safe and Green Development Corporation for pro-rata distribution of approximately 30% of the outstanding shares of SG DevCo common stock (closed 2023-09-27).

“he previously announced separation (the “Separation”) of Safe and Green Development Corporation (“SG DevCo”) from the Company. The Separation of SG DevCo from SG Holdings was achieved through SG Holdings’ pro-rata distribution”

OLENOX INDUSTRIES INC. entered into separation and distribution agreement with SG DevCo valued at entered into a separation and distribution agreement (effective 2023-09-26).

“On September 26, 2023, SG Holdings entered into a separation and distribution agreement and several other agreements with SG DevCo to effect the Separation and provide a framework for our relationship with SG DevCo after the Separation.”

Elizabeth Cormier-May resigned as member of the Board of Directors at OLENOX INDUSTRIES INC..

“On September 22, 2023, Elizabeth Cormier-May, a member of the Board of Directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”), notified the Company of her decision to resign, effective immediately, from her position as a member of the Board.”

Jill Anderson was appointed as Director at OLENOX INDUSTRIES INC..

“Effective August 30, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”) appointed Jill Anderson to fill a vacancy on the Board.”

Vanessa Villaverde was appointed as Director at OLENOX INDUSTRIES INC..

“Effective August 24, 2023 (the “Effective Date”), the Board of Directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”) appointed Vanessa Villaverde to fill a vacancy on the Board.”

OLENOX INDUSTRIES INC. reported financial results for the three months ended June 30, 2023.

“On August 14, 2023, Safe & Green Holdings Corp., a Delaware corporation (the “Company”), issued a press release that included financial information for the fiscal quarter ended June 30, 2023.”

OLENOX INDUSTRIES INC. entered into Note with Safe and Green Development Corporation valued at $908,322.95 (effective 2023-08-09).

“the Company issued to SGDevCo a non-interest bearing promissory note, in the principal amount of $908,322.95 (the “Note”), payable on demand”

OLENOX INDUSTRIES INC. terminated Note Cancellation Agreement with Safe and Green Development Corporation valued at $4,000,000 (effective 2023-07-01).

“entered into a Note Cancellation Agreement, effective as of July 1, 2023 (the “Note Cancellation Agreement”), pursuant to which the Company cancelled and forgave the remaining $4,000,000 balance then due on that certain promissory note”

OLENOX INDUSTRIES INC. shareholders rejected Increase in Number of Authorized Shares of Common Stock and Preferred Stock at the 2023-07-31 meeting.

“Proposal 1. Increase in Number of Authorized Shares of Common Stock and Preferred Stock Proposal . The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock, par value $0.01 per share, from 25,000,000 to 75,000,000 and decrease the par value of the authorized shares of preferred stock from $1.00 per share to $0.01 per share. Based on the tabulation of votes, Proposal 1 did not receive the requisite votes and did not pass. The results of the voting for this proposal were as follows: Votes For Votes Against Abstentions Broker Non-Votes 6,117,825 1,227,765 3,155,007 0”

OLENOX INDUSTRIES INC. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2)).

“July 20, 2023, Safe & Green Holdings Corp. (the “Company”) received a notice (the “Notification Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that for 10 consecutive business days, from July 6, 2023 to July 19, 2023, the closing bid price of the Company’s common stock has been at $1.00 per share or greater. Accordingly, the Staff has determined that the Company has regained compliance with Listing Rule 5550(a)(2) and has indicated that the matter is now closed. On July 21, 2023, th”

OLENOX INDUSTRIES INC. incurred loan of up to $2,000,000 in proceeds, of which it has raised $1,250,000 to date with BCV S&G DevCorp at 14% per annum maturing December 1, 2024.

“On June 23 2023, Safe and Green Development Corporation (“SG DevCo”), a wholly owned subsidiary of Safe & Green Holdings Corp. (the “Company”), entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, of which it has raised $1,250,000 to date.”

OLENOX INDUSTRIES INC. entered into BCV Loan Agreement with BCV S&G DevCorp valued at up to $2,000,000 in proceeds (effective 2023-06-23).

“On June 23 2023, Safe and Green Development Corporation (“SG DevCo”), a wholly owned subsidiary of Safe & Green Holdings Corp. (the “Company”), entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, of which it has raised $1,250,000 to date.”

OLENOX INDUSTRIES INC. incurred debt of up to $1,500,000 with SouthStar Financial, LLC at 1.95% of the face amount of the accounts receivable for the first twenty-five (2 maturing initial term of thirty-six (36) months.

“ith SouthStar Financial, LLC, a South Carolina limited liability company (“SouthStar”), and entered into a Non-Recourse”

OLENOX INDUSTRIES INC. incurred loan of $1,750,000 with SouthStar Financial, LLC at 23% per annum maturing June 1, 2025.

“issued a secured commercial promissory note, dated June 1, 2023 (the “Secured Note”) in the principal amount of $1,750,000 with SouthStar Financial, LLC”

OLENOX INDUSTRIES INC. entered into Factoring Agreement with SouthStar Financial, LLC valued at up to $1,500,000 (effective 2023-06-01).

“entered into a Non-Recourse Factoring and Security Agreement, dated June 1, 2023 (the “Factoring Agreement”), with SouthStar providing for its purchase from SG Echo of up to $1,500,000 of accounts receivable”

OLENOX INDUSTRIES INC. entered into Secured Note with SouthStar Financial, LLC valued at $1,750,000 (effective 2023-06-01).

“issued a secured commercial promissory note, dated June 1, 2023 (the “Secured Note”) in the principal amount of $1,750,000 with SouthStar Financial, LLC”

OLENOX INDUSTRIES INC. incurred debt of $710,500 with Cedar Advance LLC.

“On May 16, 2023, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks sold to Cedar $710,500 of its future receivables for a purchase price of $500,000”