Olenox Industries Inc 8-K, filed Nov 19, 2020

Olenox Industries Inc. (OLOX)

8-K 2020-11-19 For: 2020-11-19

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Added on April 07, 2026

About this 8-K

Olenox Industries Inc filed this 8-K on November 19, 2020.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware		001-38037		95-4463937
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01		SGBX		The Nasdaq Stock Market LLC

Dated: November 19, 2020	SG BLOCKS, INC.

	By:	/s/ Paul M. Galvin
		Name:	Paul M. Galvin
		Title:	Chairman and Chief Executive Officer

	Date:	November 19, 2020
	Time:	4:30 p.m. ET
	Toll-free dial-in number:	1-855-327-6837
	International dial-in number:	1-631-891-4304
	Conference ID:	10011924

	Toll-free replay number:	1-844-512-2921
	International replay number:	1-412-317-6671
	Replay ID:	10011924

	Three Months Ended September 30, 2020			Three Months Ended September 30, 2019			Nine Months Ended September 30, 2020			Nine Months Ended September 30, 2019
Net loss	$	(1,478,273	)	$	(1,325,469	)	$	(3,063,673	)	$	(2,787,913	)
Addback interest expense		2,614			—			8,877			—
Addback interest income		(27,401	)		—			(38,497	)		—
Addback depreciation and amortization		47,488			38,677			142,290			117,540
EBITDA (non-GAAP)		(1,455,572	)		(1,286,792	)		(2,951,003	)		(2,670,373	)
Addback loss on asset disposal		1,012			52,039			1,012			52,039
Addback litigation expense		127,205			—			395,045			—
Addback stock compensation expense		303,169			142,777			471,683			482,139
Adjusted EBITDA (non-GAAP)	$	(1,024,186	)	$	(1,091,976	)	$	(2,083,263	)	$	(2,136,195	)

	September 30, 2020			December 31, 2019
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	13,047,565		$	1,625,671
Accounts receivable, net		4,337,020			1,101,185
Contract assets		151,230			106,015
Inventories		812,320			—
Prepaid expenses and other current assets		270,481			73,938
Total current assets		18,618,616			2,906,809

Property, plant and equipment, net		1,729,920			11,747
Goodwill		1,223,520			1,223,520
Right-of-use asset		1,624,194			—
Long-term note receivable		673,185			—
Intangible assets, net		2,293,681			2,298,805
Deferred contract costs, net		163,140			193,730
Total Assets	$	26,326,256		$	6,634,611

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	1,990,993		$	2,105,505
Contract liabilities		2,860,730			168,957
Earnout liability		752,559			—
Lease liability, current maturities		331,905			—
Other current liabilities		5,000			—
Total current liabilities		5,941,187			2,274,462

Lease liability, net of current maturities		1,292,289			—
Total liabilities		7,233,476			2,274,462

Commitments and contingencies		—			—

Stockholders’ equity:
Preferred stock, $1.00 par value, 5,405,010 shares authorized; none issued or outstanding		—			—
Common stock, $0.01 par value, 25,000,000 shares authorized; 8,596,189 issued and outstanding as of September 30, 2020 and 1,157,890 issued and outstanding as of December 31, 2019		85,962			11,579
Additional paid-in capital		39,654,308			21,932,387
Accumulated deficit		(20,647,490	)		(17,583,817	)
Total stockholders’ equity		19,092,780			4,360,149
Total Liabilities and Stockholders’ Equity	$	26,326,256		$	6,634,611

	For the Three Months Ended September 30,			For the Three Months Ended September 30,			For the Nine Months Ended September 30,			For the Nine Months Ended September 30,
	2020			2019			2020			2019
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue:
Construction services	$	494,330		$	187,895		$	1,118,197		$	2,521,139
Engineering services		82,230			(3,369	)		286,068			126,419
Total		576,560			184,526			1,404,265			2,647,558

Cost of revenue:
Construction services		311,002			391,494			576,121			1,986,394
Engineering services		70,952			(24,711	)		213,324			31,998
Total		381,954			366,783			789,445			2,018,392

Gross profit (loss)		194,606			(182,257	)		614,820			629,166

Operating expenses:
Payroll and related expenses		679,863			548,156			1,344,009			1,832,333
General and administrative expenses		980,773			478,726			2,238,837			1,318,390
Marketing and business development expense		46,650			63,016			109,887			194,591
Pre-project expenses		12,650			1,275			37,650			19,726
Total		1,719,936			1,091,173			3,730,383			3,365,040

Operating loss		(1,525,330	)		(1,273,430	)		(3,115,563	)		(2,735,874	)

Other income (expense):
Loss on asset disposal		(1,012	)		(52,039	)		(1,012	)		(52,039	)
Interest expense		(2,614	)		—			(8,877	)		—
Interest income		27,401			—			38,497			—
Other income		23,282			—			23,282			—
Total		47,057			(52,039	)		51,890			(52,039	)

Loss before income taxes		(1,478,273	)		(1,325,469	)		(3,063,673	)		(2,787,913	)
Income tax expense		—			—			—			—

Net loss	$	(1,478,273	)	$	(1,325,469	)	$	(3,063,673	)	$	(2,787,913	)

Net loss per share - basic and diluted:
Basic and diluted	$	(0.17	)	$	(4.66	)	$	(0.60	)	$	(11.29	)

Weighted average shares outstanding:
Basic and diluted		8,596,189			284,737			5,070,816			246,927

	$0.01 Par Value Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity
Balance at June 30, 2020		8,596,189		$	85,962	$	39,351,139		$	(19,169,217	)	$	20,267,884
Stock-based compensation		—			—		303,169			—			303,169
Conversion of restricted stock units to common stock		—			—		—			—			—
Conversion of debt exchange to common stock		—			—		—			—			—
Issuance of common stock, net of issuance costs		—			—		—			—			—
Net loss		—			—		—			(1,478,273	)		(1,478,273	)
Balance at September 30, 2020		8,596,189		$	85,962	$	39,654,308		$	(20,647,490	)	$	19,092,780

Balance at December 31, 2019		1,157,890		$	11,579	$	21,932,387		$	(17,583,817	)	$	4,360,149
Stock-based compensation		—			—		471,683			—			471,683
Conversion of restricted stock units to common stock		24,672			246		(246	)		—			—
Reverse stock split settlement		(38	)		—		(122	)		—			(122	)
Conversion of debt exchange to common stock		73,665			737		205,526			—			206,263
Issuance of common stock, net of issuance costs		7,340,000			73,400		17,045,080			—			17,118,480
Net loss		—			—		—			(3,063,673	)		(3,063,673	)
Balance at September 30, 2020		8,596,189		$	85,962	$	39,654,308		$	(20,647,490	)	$	19,092,780

	For the Nine Months Ended September 30, 2020			For the Nine Months Ended September 30, 2019
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(3,063,673	)	$	(2,787,913	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		2,858			8,697
Amortization of intangible assets		108,842			108,843
Amortization of deferred license costs		30,590			—
Bad debt expense (benefit)		—			(54,000	)
Interest income on long-term note receivable		(23,185	)		—
Stock-based compensation		471,683			482,139
Loss on asset disposal		1,012			52,039
Changes in operating assets and liabilities:
Accounts receivable		(2,581,925	)		363,987
Contract assets		(14,786	)		251,636
Inventories		(681,521	)		—
Prepaid expenses and other current assets		(189,143	)		821,802
Accounts payable and accrued expenses		(841,778	)		(653,821	)
Contract liabilities		2,322,164			(1,093,796	)
Other current liabilities		5,000			—
Net cash used in operating activities		(4,453,862	)		(2,500,387	)

Cash flows from investing activities:
Advances in note receivable		(650,000	)		—
Purchase of Echo DCL, LLC, net of cash acquired		(743,168	)		—
Purchase of property, plant and equipment		(49,434	)		(2,070	)
Net cash used in investing activities		(1,442,602	)		(2,070	)

Cash flows from financing activities:
Proceeds from public stock offering, net of issuance costs		17,118,480			1,136,015
Proceeds from long-term note payable		200,000			—
Settlement of common stock from reverse stock split		(122	)		—
Net cash provided by financing activities		17,318,358			1,136,015

Net increase (decrease) in cash and cash equivalents		11,421,894			(1,366,442	)

Cash and cash equivalents - beginning of period		1,625,671			1,368,395

Cash and cash equivalents - end of period	$	13,047,565		$	1,953

Supplemental disclosure of non-cash investing and financing activities:
Non-cash conversion of accrued interest of long-term note payable to common stock	$	6,263		$	—
Non-cash conversion of long-term note payable to common stock		200,000			—
Non-cash conversion of accrued salary to restricted stock units to common stock		—			162,941
Total non-cash investing and financing activities	$	206,263		$	162,941