Olenox Industries Inc. filed a Form 8-K on October 30, 2026, disclosing that on October 27, 2026, the company entered into a Mutual Termination and Release Agreement ending its $100 million equity line of credit purchase agreement and its associated Registration Rights Agreement.

Key Highlights

  • Agreement terminated: The ELOC Purchase Agreement, originally entered into on May 29, 2025, was mutually terminated on October 27, 2026, along with the Registration Rights Agreement.
  • No proceeds received: According to the filing, no shares of Common Stock were sold under the ELOC Purchase Agreement and the company did not receive any of the $100 million Commitment Amount.
  • Termination shares: In exchange for agreeing to terminate, the company agreed to issue 298,604 shares of Common Stock to the Purchaser on or before the close of the 14th business day after the effective date of the Termination Agreement.
  • Price protection provision: On April 27, 2027, the company may be required to issue additional shares if the 10-day volume weighted average price prior to that date is less than $0.80 per share, to ensure the Termination Shares have a value of at least $258,440.
  • Unregistered issuance: The Termination Shares will carry a standard Rule 144 restrictive legend and the issuance is claimed exempt from registration under Section 4(a)(2) of the Securities Act.

Olenox Industries Ends ELOC Arrangement With No Capital Raised

Olenox Industries Inc. (NASDAQ:OLOX) reported via an 8-K current report, dated earliest event October 27, 2026, that it has ended its equity line of credit arrangement that had been disclosed in a prior Form 8-K filed on June 5, 2026. The original ELOC Purchase Agreement, signed on May 29, 2025, had given the company the ability to issue and sell up to an aggregate of $100 million of newly issued shares of its Common Stock, par value $0.01 per share, to the Purchaser, subject to the terms of that agreement and a related Registration Rights Agreement.

The filing states that no shares were ever sold under the ELOC Purchase Agreement and the company did not receive any portion of the $100 million Commitment Amount. As consideration for the mutual termination, the company agreed to issue 298,604 shares of Common Stock to the Purchaser no later than the close of the 14th business day following the effective date of the Termination Agreement. The filing also discloses a contingent additional share issuance: if the 10-day volume weighted average price prior to April 27, 2027 is less than $0.80 per share, the company will be required to issue further shares to the Purchaser to ensure the total value of the Termination Shares reaches at least $258,440. The Termination Agreement is described as containing standard general releases.

Under Item 3.02, the company disclosed that the issuance of the Termination Shares constitutes an unregistered sale of equity securities. The filing states the securities will contain a standard Rule 144 restrictive legend and that the issuance is "exempt from registration pursuant to Section 4(a)(2) of the Securities Act" because "the holder is a sophisticated investor and familiar with our operations." The full text of the Termination Agreement was filed as Exhibit 10.1. The 8-K was signed by Michael McLaren, Chief Executive Officer, and dated October 29, 2026.

What Was Disclosed

Olenox Industries disclosed the mutual termination of its $100 million ELOC Purchase Agreement and Registration Rights Agreement, with no capital raised under the facility. As termination consideration, the company agreed to issue 298,604 unregistered shares, with a potential additional issuance tied to a $0.80 per share price floor measured on April 27, 2027.