OLENOX INDUSTRIES INC. SEC Filings

Olenox Industries Inc. filed audited and unaudited financial statements for its newly acquired subsidiary, CS Digital Ventures LLC, and unaudited pro forma condensed combined financials reflecting the May 26, 2026 acquisition. Olenox acquired 100% of CS Digital for $30,000,000 in upfront consideration, consisting of $14,000,000 of newly issued Series D Preferred Stock (140,000 shares at $100 per share) and a $16,000,000 unsecured Seller Note, plus warrants to purchase 1,500,000 common shares at exercise prices of $5.00, $7.00 and $9.00, and up to $20,000,000 of additional Series D Preferred Stock as earnout consideration.

CS Digital generated $20,634,274 in 2025 revenue, primarily from bitcoin mining, up from $3,889,742 in 2024, but reported net losses of $1,648,799 in 2025 and $970,265 for the three months ended March 31, 2026. As of December 31, 2025, CS Digital held $33.4 million in total assets, including $28.4 million of mining property and equipment and bitcoin valued at $976,363, funded in part by a $15,202,424 loan that was fully extinguished in April 2026 via a debt-for-equity exchange. Management disclosed that prior substantial doubt about CS Digital’s going concern status was alleviated by the loan extinguishment, operating cash generation and projected positive free cash flows.

Olenox Industries Inc. entered into an Amendment Agreement with General Alpha Ltd. on August 4, 2026, modifying a prior stock purchase agreement and related registration rights agreement. The amendments update the company’s name in the documents and change their effective and expiration dates, extending the stock purchase agreement’s expiration to August 3, 2028.

The amendment narrows the anti-dilution protection so it applies only to share issuances other than those to directors, employees or executives, conversions of existing preferred stock, or shares issued for acquisitions. It removes Section 4.18 “Anti-Dilution” exceptions related to those exempt issuances, deletes Sections 7.5 “True-Up” and 6.10 “Review of Public Disclosures,” and adds a new Section 2.3(b)(ix) permitting the purchaser to deduct up to 30% of any Put amount to pay outstanding principal or interest on notes or convertible notes owed by the company to the purchaser.

The amendment also revises the “No Variable Rate Transactions” covenant so that Olenox will not enter into variable-rate common stock issuances that provide a discount to the recipient of more than 10% in total. The company indicates that the described securities are not being offered or sold absent registration or an applicable exemption.

Olenox Industries Inc. reported that its Audit Committee completed a competitive review and approved a change in independent registered public accounting firm for the fiscal year ending December 31, 2026. Effective August 4, 2026, RBSM LLP was dismissed and Urish Popeck & Co, LLC was appointed, with formal engagement on August 5, 2026.

The company states that RBSM’s report on the December 31, 2025 financial statements contained an explanatory paragraph about Olenox’s ability to continue as a going concern, but no adverse opinion or qualifications as to scope or accounting principles. Management and RBSM reported no disagreements on accounting, disclosure, or audit procedures, though previously disclosed material weaknesses in internal control remained, relating to timely closing of accounting records and application of technical accounting guidance. Olenox also notes that it did not consult Urish on specific accounting matters before the appointment and has filed RBSM’s confirming letter as an exhibit.

Olenox Industries Inc. reported that its independent auditors advised on July 31, 2026 that the unaudited condensed consolidated financial statements in its 2025 quarterly reports for March 31, June 30, and September 30 are materially incorrect and should not be relied upon. On August 3, 2026, authorized officers reached the same conclusion.

The issue stems from the merger with New Asia Holdings, Inc., where 4,000,000 shares of Series A Preferred Stock were issued as consideration. The acquisition-date fair value of these shares has been recalculated at $18,800,000 instead of the previously recorded $34,569,600, reducing consideration transferred, goodwill, and related stockholders’ equity by $15,769,600. The company states that net loss, loss per share, cash flows, and working capital for the affected periods are unchanged, and it plans to file amended quarterly reports after completion and auditor review of the restated financial statements.

Olenox Industries Inc. reports that Nasdaq has confirmed the company has regained compliance with Nasdaq Listing Rule 5250(c)(1), the periodic filing requirement. Olenox had previously received deficiency notices because it had not filed its Form 10-K for the period ended December 31, 2025 and Form 10-Q for the period ended March 31, 2026.

Nasdaq granted an extension until July 31, 2026, and Olenox filed the Form 10-K on June 30, 2026 and the Form 10-Q on July 31, 2026. As a result, its common stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol OLOX. The CEO highlighted the effort to complete the delayed reports and emphasized a focused energy business strategy and growth agenda.

Olenox Industries Inc. reported Q1 2026 revenue of $285,313, down from $566,354 a year earlier, producing a gross loss of $200,833 and an operating loss of $2,883,114. Net loss was $2,665,724, or $3,061,691 attributable to common shareholders after a $395,967 deemed dividend.

Cash and cash equivalents fell to $30,883 from $427,866 at year end, with negative operating cash flow of $1,909,521. Management cites negative working capital of about $23.4 million and recurring losses, which “raise substantial doubt” about the ability to continue as a going concern.

The company raised $1,547,800 via Series C preferred stock, converted 1,711 Series C shares into 122,990 common shares, and issued 147,281 common shares to settle roughly $2.1 million of debt and related‑party payables, recording both gains and losses on extinguishment. Subsequent developments include a 1‑for‑10 reverse stock split, a Chapter 11 filing for subsidiary SG Echo LLC that triggered default on about $4.0 million of debt, and two acquisitions: CS Digital Ventures LLC for $30.0 million in mixed consideration plus up to $20.0 million of contingent Series D preferred stock, and Psylinks Neurotech Corp. for 104,166 shares valued at about $500,000 in a related‑party transaction.

Olenox Industries, Inc. appointed Kimberly Hawley, age 57, as Interim Chief Financial Officer effective July 24, 2026, under an employment agreement with an initial term from July 6, 2026 through December 31, 2026. The agreement provides an annual base salary of $250,000 and a restricted stock grant of $50,000 in common stock, vesting quarterly on a pro-rata basis over the next 18 months of continuous service. Hawley will remain Executive Vice President, Chief Financial Officer and Treasurer of Vivakor, Inc., is bound by one-year post-termination non-compete and non-solicit covenants and confidentiality provisions, and has no disclosed family relationships or related-party transactions with Olenox.

Olenox Industries Inc. completed the acquisition of 100% of the shares of Psylinks Neurotech Corp. on July 3, 2026 under a Stock Exchange Agreement with Psylinks and its shareholders. The aggregate purchase price is US$500,000, payable in restricted common stock valued at US$4.80 per share, resulting in the issuance of 104,166 shares of common stock to the sellers.

Psylinks becomes a wholly owned subsidiary focused on neurotechnology and applied intelligence platforms that use neuroscience, multimodal sensing, machine learning, AI, and closed-loop feedback across research, human performance, defense, industrial, and clinical-adjacent settings. Olenox agreed to hire Psylinks’ key employees as VP of Product Development and VP of Technology and obtained two-year non-competition and non-solicitation covenants from the sellers. The transaction may constitute a related party transaction due to a familial relationship between a seller and the company’s Chairman, and the Board approved the agreement with the Chairman abstaining. The stock consideration was issued in a private offering relying on Section 4(a)(2) and Rule 506(b) of Regulation D to accredited investors.

Olenox Industries Inc. files its transition Annual Report describing a modular construction and energy business facing significant financial strain. For the year ended December 31, 2025 it reports a net loss of $18,820,190 and year-end cash, cash equivalents and a short-term investment totaling $427,886, after using $7,836,959 of cash in operations. Management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern without new capital.

The report notes SG Echo, LLC, a key modular subsidiary, commenced Chapter 11 proceedings in April 2026, triggering default on about $4.0 million of debt, though the parent and other subsidiaries continue operating. Olenox outlines a merger agreement with New Asia Holdings (including Olenox Corp. and Machfu), issuance of 4,000,000 Series A non-voting convertible preferred shares, and the December 2025 acquisition of Giant Containers to anchor its modular segment. The company also details multiple reverse stock splits and steps taken during 2025 to regain and maintain compliance with Nasdaq Capital Market listing standards.