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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.
Olenox Industries Inc. completed the acquisition of CS Digital Ventures, a digital infrastructure company focused on energy-intensive data centers, for $30,000,000 in upfront consideration plus up to $20,000,000 in potential earnout shares. Upfront payment includes $14,000,000 in newly issued Series E Preferred Stock and a $16,000,000 unsecured Seller Note, along with warrants to purchase 1,500,000 common shares at exercise prices of $5.00, $7.00 and $9.00 per share.
The Series D Preferred Stock held by certain investors will be exchanged for Series E Preferred Stock, which is non-voting, convertible into common stock at $1.00 per share, and subject to a 19.9% Nasdaq “Exchange Cap” and a 19.9% beneficial ownership limit. Conversion of the Series E Preferred Stock and exercise of the Warrants above the Exchange Cap require stockholder approval under Nasdaq rules, which the company must seek within 90 days of closing and, if needed, at subsequent quarterly meetings.
CS Digital becomes a wholly owned subsidiary with approximately 35 megawatts of installed power capacity in operation. The company also agreed to file a shelf registration statement for resale of common shares issuable upon conversion of the Series E Preferred Stock after stockholder approval, and put in place customary non-compete, indemnification and governance terms around the transaction.
Olenox Industries Inc. appointed Erik Blum as President effective June 1, 2026 under a one-year employment agreement. His compensation includes a $200,000 annual base salary, a $50,000 restricted stock grant vesting quarterly over eighteen months, and an annual performance bonus of up to 20% of base salary in cash and/or equity.
Blum remains on the Board of Directors and brings more than 30 years of debt, corporate finance, and management experience, including roles as CEO, CFO, and director at multiple companies. The agreement includes a one-year post-termination non-compete and non-solicit and confidentiality provisions.
The company also informed Chief Financial Officer Patricia Kaelin of her dismissal on June 5, 2026 and received her resignation letter the same day. Olenox has begun a search for a new CFO and may file any response letter from Ms. Kaelin as an amendment.
Olenox Industries Inc. furnished an update on Bitcoin mining operations and the recently closed acquisition of CS Digital Ventures. The company reported its first monthly Bitcoin production update for May 2026 and explained that current output comes from third-party hosting facilities on the ERCOT grid.
Management outlined profit-share hosting structures, noting that reported production and hashrate reflect Bitcoin credited to Olenox’s pool accounts, with some hosting costs invoiced separately. Operations in Texas were deliberately curtailed and run in low-power mode during hot weather to protect hardware, which temporarily lowers hashrate and production.
Olenox recapitalized the CS Digital deal, citing upfront consideration of US$30 million, split between US$14 million in Series D Preferred Stock and a US$16 million unsecured Seller Note, plus warrants for 1,500,000 common shares and up to US$20 million in additional Series D upon achieving revenue and Adjusted EBITDA milestones. CS Digital adds about 35 MW of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s plan to develop off-grid, gas-powered digital infrastructure targeting power costs below $0.02 per kWh.
Olenox Industries Inc. completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a digital infrastructure company focused on energy-intensive data centers, for total upfront consideration of US$30 million.
The upfront package includes US$14 million in newly issued Series D Preferred Stock, a US$16 million unsecured Seller Note, and Warrants to purchase 1,500,000 common shares in three tranches at exercise prices of $5.00, $7.00 and $9.00 per share. Sellers may receive up to an additional US$20 million in Series D Preferred Stock if CS Digital meets post-closing revenue and Adjusted EBITDA milestones.
Conversion of the Series D Preferred Stock and exercise of the Warrants into common stock require stockholder approval under Nasdaq Listing Rule 5635 and are further limited by a 19.9% beneficial ownership cap. CS Digital contributed approximately 35 megawatts of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s strategy to build off-grid, gas-powered infrastructure for energy-intensive data center and AI compute workloads.
Olenox Industries Inc. completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a digital infrastructure company focused on energy-intensive data centers, for total upfront consideration of US$30 million.
The upfront package includes US$14 million in newly issued Series D Preferred Stock, a US$16 million unsecured Seller Note, and Warrants to purchase 1,500,000 common shares in three tranches at exercise prices of $5.00, $7.00 and $9.00 per share. Sellers may receive up to an additional US$20 million in Series D Preferred Stock if CS Digital meets post-closing revenue and Adjusted EBITDA milestones.
Conversion of the Series D Preferred Stock and exercise of the Warrants into common stock require stockholder approval under Nasdaq Listing Rule 5635 and are further limited by a 19.9% beneficial ownership cap. CS Digital contributed approximately 35 megawatts of installed power capacity, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million, supporting Olenox’s strategy to build off-grid, gas-powered infrastructure for energy-intensive data center and AI compute workloads.
Olenox Industries, Inc. notifies the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and requests relief under Rule 12b-25 because post‑merger consolidations and unaudited acquired entities delayed reporting. The company states it expects to file its Form 10-K for the year ended December 31, 2025 by May 31, 2026 and its Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026.
Olenox Industries Inc. approved a change to its charter to carry out a reverse stock split of its common stock. Effective 12:01 a.m. Eastern Time on May 8, 2026, the company implemented a one-for-ten reverse stock split of its issued and outstanding common shares.
Every 10 shares of common stock were automatically reclassified into one share. The company did not issue fractional shares; instead, any fractional amounts were rounded up so each affected stockholder received the nearest whole share.
Olenox Industries Inc. disclosed that its wholly owned subsidiary SG Echo LLC has voluntarily filed for a Chapter 11 reorganization in the U.S. Bankruptcy Court for the Eastern District of Oklahoma. The case covers only SG Echo; Olenox and its other subsidiaries continue normal operations.
The filing triggered an event of default under SG Echo’s Enhanced Loan Agreement, accelerating approximately $4 million of principal plus accrued interest, although enforcement is stayed by the bankruptcy process. Olenox’s press release states the reorganization is intended to streamline SG Echo’s operations and reduce its liabilities by an estimated $2 million through a court-approved plan of reorganization while SG Echo continues operating in the ordinary course.
Olenox Industries held its 2025 annual meeting on March 31, 2026, where stockholders approved a broad set of governance and capital structure changes. Seven directors were re-elected, the auditor RBSM LLP was ratified, and executive compensation was approved on an advisory basis.
Stockholders authorized large potential equity issuance: approval of issuances to Generating Alpha Ltd. and JAK Industrial Ventures I LLC, each equal to or above 20% of common stock outstanding before issuance, an increase in shares under the Stock Incentive Plan by 1,500,000 shares plus a 4.5% annual evergreen feature, and an increase in authorized common stock from 75,000,000 to 3,000,000,000 shares.
They also approved an amendment allowing a reverse stock split in a range of 1‑for‑10 to 1‑for‑20 at the board’s discretion and authorized potential adjournments, though no adjournment was needed. A proposed merger with New Asia Holdings, Inc. and related preferred stock conversion did not receive sufficient stockholder approval.
Olenox Industries notified the SEC it cannot timely file its Form 10-K for the year ended December 31, 2025 because post‑deal consolidations took longer than expected after a merger and multiple 2025 acquisitions. The company said some acquired entities were unaudited, it has engaged new auditors, and it currently expects to file the Form 10-K by April 15, 2026.