Olenox Industries Inc 8-K/A, filed Oct 2, 2026

Olenox Industries Inc. (OLOX)

8-K/A 2026-10-02 For: 2026-05-26

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Added on October 02, 2026

About this 8-K/A

Olenox Industries Inc filed this 8-K/A on October 2, 2026, reporting on events of May 26, 2026.

Items reported

Item 9.01: Financial statements and exhibits

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

99.1⁽¹⁾		Audited Annual Financial Statements of CS Digital Ventures, LLC for the Years Ended December 31, 2025 and 2024
99.2⁽¹⁾		Unaudited Financial Statements of CS Digital Ventures, LLC for the Three Months Ended March 31, 2026 and 2025
99.3*		Revised Unaudited Pro Forma Consolidated Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	OLENOX INDUSTRIES INC.

Dated: October 1, 2026	By:	/s/ Michael McLaren
		Name: Michael McLaren
		Title: Chief Executive Officer

	Olenox Industries Inc. (Historical)			CS Digital Ventures LLC (Historical)		Transaction Accounting Adjustments			Note	Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents		30,883			1,862,219		—				1,893,102
Accounts receivable, net		305,282			—		—				305,282
Digital assets		—			631,615		—				631,615
Contract assets		103,736			—		—				103,736
Inventories		329,978			—		—				329,978
Prepaid expenses and other current assets		447,039			4,073		—				451,112
Total current assets		1,216,918			2,497,907		—				3,714,825
Non-current assets:
Oil and gas assets, full cost accounting, net		3,923,164			—		—				3,923,164
Property, plant and equipment, net		4,672,024			27,264,074		—				31,936,098
Project development costs and other non-current assets		340,744			—		—				340,744
Right-of-use asset, net		218,934			—		—				218,934
Intangible assets, net		5,579,563			—		—				5,579,563
Goodwill		17,449,429			—		20,771,093		4(a)		38,220,522
Certificate of deposit, restricted		2,000,000			—		—				2,000,000
Security deposits and other non-current assets		—			2,274,534		—				2,274,534
Total non-current assets		34,183,858			29,538,608		20,771,093				84,493,559
Total Assets		35,400,776			32,036,515		20,771,093				88,208,384
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		12,750,723			692,366		—				13,443,089
Contract liabilities and deferred revenue		945,964			—		—				945,964
Lease liability, current maturities		179,476			—		—				179,476
Due to affiliates		1,242,772			—		—				1,242,772
Line of credit		2,001,667			—		—				2,001,667
Derivative liabilities		72,157			—		—				72,157
Convertible notes payable		1,125,000			—		—				1,125,000
Current portion of long-term notes payable		4,866,664			—		—				4,866,664
Short term notes payable, net		1,464,612			—		—				1,464,612
Total current liabilities		24,649,035			692,366		—				25,341,401
Long-term notes payable, net of current portion		636,904			—		—				636,904
Seller Note payable		—			—		16,000,000		4(b)		16,000,000
Contingent consideration liability		—			—		15,399,703		4(c)		15,399,703
Warrant liability		—			—		—				—
Deferred tax liability		—			—		—				—
Lease liability, net of current maturities		56,501			—		—				56,501
Asset retirement obligations		1,871,180			—		—				1,871,180
Total liabilities		27,213,620			692,366		31,399,703				59,305,689
Stockholders’ equity:
Series A Preferred stock		3,809,640			—		—				3,809,640
Series B Preferred stock		2,084			—		—				2,084
Series C Preferred stock		4,589			—		—				4,589
Series E Preferred Stock		—			—		140,000		4(b)		140,000
Common stock		10,002			—		—				10,002
Additional paid-in capital		124,471,234			—		20,575,540		4(b)		145,046,774
Treasury stock, at cost		(92,396	)		—		—				(92,396	)
Accumulated deficit		(120,017,997	)		—		—				(120,017,997	)
Members’ equity — CS Digital Ventures LLC		—			31,344,150		(31,344,150	)	4(a)		—
Total stockholders’ equity		8,187,156			31,344,150		(10,628,610	)			28,902,696
Total Liabilities and Stockholders’ Equity		35,400,776			32,036,515		20,771,093				88,208,384

	Olenox Industries Inc. (Historical)			CS Digital Ventures LLC (Historical)			Transaction Accounting Adjustments			Note	Pro Forma Combined
Revenue:
Revenues, net		2,952,578			20,634,274			—				23,586,852
Cost of revenues		7,243,081			15,422,437			—				22,665,518
Gross profit (loss)		(4,290,503	)		5,211,837			—				921,334
Operating expenses:
Payroll and related expenses		2,775,864			562,668			—				3,338,532
General and administrative expenses		6,617,372			5,043,960			—				11,661,332
Impairment loss		—			—			—				—
Marketing and business development expense		384,602			170,610			—				555,212
Transaction costs		—			—			—				—
Total operating expenses		9,777,838			5,777,238			—				15,555,076
Loss from operations		(14,068,341	)		(565,401	)		—				(14,633,742	)
Other income (expense):
Interest expense		(2,904,992	)		(1,380,750	)		(219,250	)	4(b)(d)		(4,504,992	)
Gain (loss) on debt extinguishment, net		(4,648,282	)		—			—				(4,648,282	)
Legal settlement		2,000,000			—			—				2,000,000
Change in fair value of derivatives		2,538,248			—			—				2,538,248
Loss on initial recognition of derivatives		(4,275,231	)		—			—				(4,275,231	)
Gain on settlement of derivatives		2,253,638			—			—				2,253,638
Other income		284,770			297,352			—				582,122
Total other income (expense)		(4,751,849	)		(1,083,399	)		(219,250	)			(6,054,497	)
Loss before income taxes		(18,820,190	)		(1,648,799	)		(219,250	)			(20,688,239	)
Provision for (benefit from) income taxes		—			—			—				—
Net loss from continuing operations		(18,820,190	)		(1,648,799	)		(219,250	)			(20,688,239	)
Series E Preferred Stock dividends and accretion		—			—			—				—
Net loss from continuing operations attributable to common stockholders		(18,820,190	)		(1,648,799	)		(219,250	)			(20,688,239	)
Weighted average common shares outstanding — basic and diluted		113,908										113,908
Net loss per share from continuing operations — basic and diluted		(165.22	)									(181.62	)

Series E Preferred Stock issued (140,000 shares at $100.00 stated value)	$	14,000,000
Seller Note		16,000,000
Warrants to purchase 1,500,000 shares of common stock		6,715,540
Contingent consideration — Earnout Shares		15,399,703
Total consideration transferred	$	52,115,243

Cash and cash equivalents	$	514,751
Prepaid expenses		35,240
Cryptocurrency holdings		1,296,413
Property and equipment, net		26,651,059
Security deposits and other non-current assets		2,274,534
Total identifiable assets acquired		30,771,997
Accounts payable and accrued expenses		(106,895	)
Total liabilities assumed		(106,895	)
Net identifiable assets acquired		30,665,102
Goodwill	$	21,450,140

Year ended December 31, 2025
Pro forma net loss from continuing operations attributable to common stockholders	$	(20,688,239	)
Weighted average common shares outstanding — basic and diluted		113,908
Pro forma net loss per share — basic and diluted	$	(181.62	)

Three months ended March 31, 2026
Pro forma net loss from continuing operations attributable to common stockholders	$	(4,033,595	)
Weighted average common shares outstanding — basic and diluted		698,387
Pro forma net loss per share — basic and diluted	$	(5.78	)