On July 3, 2026, Olenox Industries, Inc., a Delaware corporation (the "Company"), entered into a Stock Exchange Agreement (the "Exchange Agreement") with Psylinks Neurotech Corp., an Alberta corporation ("Psylinks"), and the shareholders of Psylinks listed on the signature pages thereto (collectively, the "Sellers"). Pursuant to the Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of stock of Psylinks (the "Acquisition") on the same date.

 

Pursuant to the Exchange Agreement, the aggregate consideration payable by the company to the Sellers by the Company (the "Purchase Price") consists of US$500,000 in restricted shares of the Company’s common stock, par value $0.001 per share (the "Common Stock") at an agreed upon value of US$4.80 per share such that the Sellers shall, collectively, be issued 104,166 shares of Common Stock. Pursuant to the Exchange Agreement, the Company shall hire Psylinks’ key employees; Dr. Ford Burles, PhD, as the Company’s VP of Product Development and Dr. Michael McLaren-Gradinaru, PhD, as the Company’s VP of Technology.

 

The Exchange Agreement contains customary non-competition and non-solicitation covenants applicable to each of the Sellers for a period of two (2) years following the closing date, subject to certain limited exceptions set forth in the Exchange Agreement. The Exchange Agreement contains customary representations, warranties, covenants, and indemnification provisions. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days.

 

Pursuant to the Exchange Agreement, an indemnifying party shall not be liable to an indemnified party for indemnification until the aggregate amount of all losses in respect of indemnification exceeds $50,000 (the "Deductible"), in which event the indemnifying party shall only be required to pay or be liable for losses in excess of the Deductible. In addition, the aggregate amount of all losses for which the Sellers shall be liable, arising out of or resulting from any breach of or inaccuracy in any representation or warranty set forth in the Exchange Agreement shall not exceed fifty percent (50%) of the dollar amount of the Purchase Price.

 

The Acquisition may constitute a related party transaction under applicable SEC rules due to a familial relation between one of the Sellers and the Company’s Chairman. Accordingly, the Exchange Agreement was reviewed and approved by the Company’s Board of Directors prior to its execution. Chairman Michael McLaren abstained from the Board of Directors vote.