Olenox Industries Inc 8-K, filed Apr 15, 2021

Olenox Industries Inc. (OLOX)

8-K 2021-04-15 For: 2021-04-15

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Added on April 07, 2026

About this 8-K

Olenox Industries Inc filed this 8-K on April 15, 2021.

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

	SG Blocks, Inc.

Dated: April 15, 2021	By:	/s/ Paul Galvin
		Paul Galvin
		Chairman and CEO

	For the Year Ended December 31, 2020			For the Year Ended December 31, 2019
Net loss attributable to common stockholders of SG Blocks, Inc.	$	(4,692,729	)	$	(6,920,540	)
Addback interest expense		9,275			178,995
Addback interest income		(61,675	)		—
Addback depreciation and amortization		239,982			164,941
EBITDA (non-GAAP)		(4,505,147	)		(6,576,604	)

Addback goodwill impairment		—			2,938,653
Addback loss on asset disposal		1,012			52,039
Addback litigation expense		461,613			—
Addback stock-based compensation expense		1,261,215			729,404
Adjusted EBITDA (non-GAAP)	$	(2,781,307	)	$	(2,856,508	)

(d)	Exhibits.

	Exhibit 99.1 Press Release issued by SG Blocks, Inc., dated April 15, 2021

December 31,	2020			2019

Assets
Current assets:
Cash and cash equivalents	$	13,010,356		$	1,625,671
Accounts receivable, net		2,635,608			1,101,185
Contract assets		1,303,136			106,015
Inventories		778,144			—
Prepaid expenses and other current assets		570,775			73,938
Total current assets		18,298,019			2,906,809

Property, plant and equipment, net		2,683,014			11,747
Goodwill		1,309,330			1,223,520
Right-of-use asset		1,537,545			—
Long-term notes receivable		682,637			—
Intangible assets, net		2,218,609			2,298,805
Deferred contract costs, net		152,944			193,730
Total Assets	$	26,882,098		$	6,634,611

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	3,961,961		$	2,105,505
Contract liabilities		1,774,740			168,957
Lease liability, current maturities		326,654			—
Due to affiliates		965,561			—
Assumed liability		200,765			—
Other current liabilities		5,000			—
Total current liabilities		7,234,681			2,274,462

Lease liability, net of current maturities		1,209,594			—
Total liabilities		8,444,275			2,274,462

Stockholders’ equity:
Preferred stock, $0.00 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 December 31, 2020 and 1,157,890 issued and outstanding as of December 31, 2019.		85,962			11,579
Additional paid-in capital		40,443,840			21,932,387
Accumulated deficit		(22,276,546	)		(17,583,817
Total SG Blocks, Inc. stockholders’ equity		18,253,256			4,360,149
Non-controlling interests		184,567			—
Total Stockholders’ equity		18,437,823			4,360,149
Total Liabilities and Stockholders’ Equity	$	26,882,098		$	6,634,611

	For the Years Ended December 31,
	2020			*2019*
Revenue:
Construction services	$	4,104,917		$	2,808,981
Engineering services		409,206			175,854
Medical revenue		4,241,500			—
Total		8,755,623			2,984,835

Cost of revenue:
Construction services		3,224,457			2,238,535
Engineering services		322,853			68,953
Medical revenue		2,988,134			—
Total		6,535,444			2,307,488

Gross profit		2,220,179			677,347

Operating expenses:
Payroll and related expenses		2,992,207			2,392,587
General and administrative expenses		3,449,849			1,788,276
Marketing and business development expense		230,248			240,557
Pre-project expenses		130,707			21,286
Goodwill impairment		—			2,938,653
Total		6,803,011			7,381,359

Operating loss		(4,582,832	)		(6,704,012	)

Other income (expense):
Interest expense		(9,275	)		(178,995	)
Interest income		61,675			—
Other income		23,282			14,506
Loss on asset disposal		(1,012	)		(52,039	)
Total		74,670			(216,528	)

Loss before income taxes		(4,508,162	)		(6,920,540	)
Income tax expense		—			—

Net loss		(4,508,162	)		(6,920,540	)

Add: net profit attributable to noncontrolling interests		184,567			—
Net loss attributable to common stockholders of SG Blocks, Inc.	$	(4,692,729	)	$	(6,920,540	)

Net loss per share attributable to SG Blocks, Inc. - basic and diluted:
Basic and diluted	$	(0.79	)	$	(22.85	)

Weighted average shares outstanding:
Basic and diluted		5,959,403			302,844

	$0.01 Par Value Common Stock					Preferred		Additional Paid-in			Accumulated			SG Blocks Stockholders’			Noncontrolling		Total Stockholders’
	Shares			Amount		Stock		Capital			Deficit			Equity			Interests		Equity

Balance at January 1, 2019		213,002		$	2,130	$	—	$	17,741,214		$	(10,663,277	)	$	7,080,067			—	$	7,080,067
Stock-based compensation		—			—		—		946,660			—			946,660			—		946,660
Issuance of common stock, net of issuance costs		944,888			9,449		—		3,244,513			—			3,253,962			—		3,253,962
Net loss		—			—		—		—			(6,920,540	)		(6,920,540	)		—		(6,920,540	)
Balance at December 31, 2019		1,157,890		$	11,579	$	—	$	21,932,387		$	(17,583,817	)	$	4,360,149		$	—	$	4,360,149

Balance at December 31, 2019		1,157,890		$	11,579	$	—	$	21,932,387		$	(17,583,817	)	$	4,360,149			—	$	4,360,149
Stock-based compensation		—			—		—		1,261,215			—			1,261,215			—		1,261,215
Conversion of restricted stock units to common stock		24,672			246		—		(246	)		—			—			—		—
Reverse stock split settlement		(38	)		—		—		(122	)		—			(122	)		—		(122	)
Conversion of debt exchange to common stock		73,665			737		—		205,526			—			206,263			—		206,263
Issuance of common stock, net of issuance costs		7,340,000			73,400		—		17,045,080			—			17,118,480			—		17,118,480
Net loss		—			—		—		—			(4,692,729	)		(4,692,729	)		184,567		(4,508,162	)
Balance at December 31, 2020		8,596,189		$	85,962	$	—	$	40,443,840		$	(22,276,546	)	$	18,253,256		$	184,567	$	18,437,823

	For the Year Ended December 31, 2020			For the Year Ended December 31, 2019

Cash flows from operating activities:
Net loss	$	(4,508,162	)	$	(6,920,540	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill		—			2,938,653
Depreciation expense		50,655			9,621
Amortization of intangible assets		148,541			145,124
Amortization of deferred license costs		40,786			10,196
Accretion of debt discount		—			105,770
Amortization of debt issuance costs		—			73,225
Bad debt expense and recoveries		10,018			(54,000	)
Interest income on notes receivable		(32,637	)		—
Stock-based compensation		1,261,215			729,404
Loss on asset disposal		1,012			52,039
Changes in operating assets and liabilities:
Accounts receivable		(890,531	)		699,141
Contract assets		(1,166,692	)		154,310
Inventories		(647,345	)		—
Prepaid expenses and other current assets		(489,437	)		912,749
Right of use asset		81,256			—
Accounts payable and accrued expenses		1,129,189			(301,457	)
Contract liabilities		1,236,174			(1,165,930	)
Due to affiliates		965,561			—
Other current liability		5,000			—
Long term lease liability		(82,553	)		—
Deferred long-term asset charge		—			(203,926	)
Net cash used in operating activities		(2,887,950	)		(2,815,621	)

Cash flows used in investing activities:
Purchase of property, plant and equipment		(1,568,115	)		(2,070	)
Purchase of Echo DCL, LLC, net of cash acquired		(743,168	)		—
Advances in notes receivable		(650,000	)		—
Payment on assumed liability of acquired assets		(84,440	)		—
Net cash used in investing activities		(3,045,723	)		(2,070	)

Cash flows provided by financing activities:
Proceeds from public stock offering and other private placements, net of issuance costs		17,118,480			3,253,962
Proceeds from short-term note payable		—			375,000
Proceeds from long term debt		200,000			—
Settlement of common stock from reverse stock split		(122	)		—
Payments on short-term note debt		—			(480,770	)
Payments on debt issuance costs		—			(73,225	)
Net cash provided by financing activities		17,318,358			3,074,967

Net increase in cash and cash equivalents		11,384,685			257,276

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

Cash and cash equivalents - end of period	$	13,010,356		$	1,625,671

Supplemental disclosure of cash flow information:
Cash paid during the period for Interest	$	2,614		$	105,770

Supplemental disclosure of non-cash operating activities:
Non-cash conversion of long term debt	$	200,000		$	—
Non-cash conversion of interest expense of long term debt	$	6,263		$	—
Non-cash conversion of accrued salary to restricted stock units	$	—		$	217,256