UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2026

OLENOX INDUSTRIES INC.

(Exact Name of Registrant as Specified in its Charter)

1207 N. FM 3083 Bldg. C

Conroe, TX 77304

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (936) 323-6332

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Agreement.

Mutual Termination and Release Agreement

As previously announced in a Current Report on Form 8-K filed on June 5, 2026, on May 29, 2025, Olenox Industries Inc. (the “Company”) entered into a Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor (the “Purchaser”), whereby the Company could issue and sell to the Purchaser, subject to the terms and conditions of the ELOC Purchase Agreement and a Registration Rights Agreement, up to an aggregate of $100 million (the “Commitment Amount”) of newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

On October 27, 2026, the Company and Purchaser entered into a Mutual Termination and Release Agreement, terminating the ELOC Purchase Agreement and the Registration Rights Agreement (the “Termination Agreement”). No shares of Common Stock were sold under the ELOC Purchase Agreement and the Company did not receive any of the Commitment Amount. Under the terms of the Termination Agreement, in exchange for agreeing to terminate the ELOC Purchase Agreement and the Registration Rights Agreement, the Company agreed to issue the Purchaser 298,604 shares of Common Stock on or before the close of the 14^th business day after the effective date of the Termination Agreement (the “Termination Shares”). On April 27, 2027, the Company will have to issue additional shares of Common Stock to the Purchaser if the 10-day volume weighted average price prior to April 27, 2027 is less than $0.80 per share, in order to ensure the Termination Shares have a value of at least $258,440. The Termination Agreement contains standard general releases.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Termination Agreement and the transaction and does not purport to be a complete description of the rights and obligations of the parties to the Termination Agreement, and such description is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed herewith as Exhibit 10.1.

Item 3.02 Unregistered Sales of Equity Securities

As disclosed in Item 1.01, on October 27, 2026, the Company entered into the Termination Agreement and agreed to issue the Termination Shares, which securities will contain a standard Rule 144 restrictive legend. The issuance of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is a sophisticated investor and familiar with our operations.

Item 9.01 Financial Statements and Exhibits

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in the Company’s periodic and other filings which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.