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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 19, 2026
OLENOX INDUSTRIES INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-38037 |
|
95-4463937 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S.
Employer
Identification Number) |
1207 N. FM 3083 Bldg. C
Conroe,
TX 77304
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (936) 323-6332
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Agreement.
Equity
Purchase Agreement
On October 19, 2026, Olenox Industries, Inc.,
a Delaware corporation (“Olenox” or the “Company”), as Buyer, executed and entered into an Equity Purchase Agreement
(the “Purchase Agreement”) with Odin International Inc., a Texas Corporation (“Odin”), Wildboy Industries, Ltd.,
a corporation organized under the laws of British Columbia, Canada (“WB Industries” and together with Odin, the “Sellers”
and each a “Seller”), under which the Buyer agreed to purchase, and the Sellers agreed to sell, all of the issued and outstanding
equity interests of IPD Industries, Inc., a Texas Corporation (“IPD”), and Wildboy Holdings, Ltd., a corporation organized
under the laws of British Columbia, Canada (“WB Holdings” and together with IPD, the “Acquired Companies” and
each an “Acquired Company”) in exchange for total consideration of $22.0 million, consisting of (i) 700,000 shares of the
Company’s common stock, valued at $1.00 per share (the “Common Stock”), (ii) 210,000 shares of the Company’s
Series F Preferred Stock (the “Series F Shares”), and (iii) $300,000 cash, less the Acquired Companies’ indebtedness,
the Acquired Companies’ Transaction Expenses, and any deposit paid by the Company pre-closing. The Company’s Series F Preferred
Stock has a par value of $1.00 per share, a stated value of $100.00 per share, and is convertible into shares of the Company’s
common stock determined by dividing the stated value of the shares being converted by $1.00 per share, subject to certain conversion
limitations and lock-up agreements.
As
a result of closing the Purchase Agreement, the Acquired Companies are wholly-owned subsidiaries of the Company. The acquisitions advance
Olenox’s strategy to build an integrated gas-to-power-to-compute platform, connecting natural gas resources with electricity generation
and higher-value applications, including artificial intelligence, data centers and digital-asset operations such as the Company’s
CS Digital business.
Item
1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Purchase Agreement and the transaction
and does not purport to be a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description
is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 2.01 Completion of Acquisition or Disposition of Assets
As disclosed in Item 1.01, on October 19, 2026,
the Company entered into the Purchase Agreement and purchased the Acquired Companies from the Sellers. The information contained in Item
1.01 regarding the transaction is incorporated herein.
Item
3.02 Unregistered Sales of Equity Securities
As disclosed in Item 1.01, on October 19, 2026, the Company entered
into the Purchase Agreement and agreed to issue the Common Stock and the Series F Shares, which securities will contain a standard Rule 144
restrictive legend. The issuance of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the
Securities Act promulgated thereunder as the holders are sophisticated investors and familiar with our operations.
Item
7.01 Regulation FD Disclosure.
On
October 20, 2026, the Company issued a press release announcing that it had closed the transaction that is the subject of the Equity
Purchase Agreement and acquired IPD and WB Holdings. The full text of the press release is attached to this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.
The
information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is deemed to be “furnished” and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
| (a) |
Financial Statements of Businesses Acquired. |
The Company intends to file the financial statements
of the Acquired Companies required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar
days after the date this Current Report on Form 8-K is required to be filed.
| (b) |
Pro Forma Financial Information. |
The Company intends to file the pro forma financial
information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after
the date this Current Report on Form 8-K is required to be filed.
In reviewing the agreements included or incorporated
by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide investors with information
regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties
to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These
representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
| |
● |
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| |
● |
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| |
● |
may apply standards of materiality in a way that is different from what may be viewed as material to other investors; and |
| |
● |
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties
may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company
may be found elsewhere in this Current Report on Form 8-K and in the Company’s periodic and other filings which are available without
charge through the SEC’s website at http://www.sec.gov.
Exhibit
Number |
|
Description |
| 3.1 |
|
Form of Certificate of Designation for Series F Preferred Stock |
| 10.1 |
|
Equity
Purchase Agreement dated October 19, 2026 by and between Olenox Industries, Inc., IPD Industries, Inc., Wildboy Industries, Ltd.,
Wildboy Holdings, Ltd. And John Chambers |
| 99.1(1) |
|
Press
Release dated October 20, 2026, Announcing Equity Purchase Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
| (1) | Exhibit
is furnished and not filed, as described in Item 7.01 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
OLENOX
INDUSTRIES INC. |
| |
|
|
|
| Dated:
October 20, 2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael
McLaren |
| |
|
Title: |
Chief
Executive Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
OLENOX
EXPANDS ENERGY PLATFORM WITH COMPLETION OF WILDBOY AND ODIN ACQUISITIONS,ADVANCING GAS-TO-POWER-TO-COMPUTE STRATEGY
Acquisitions
add producing natural gas assets in British Columbia and a registered 100 MW power-development platform in Texas, positioning Olenox
to serve growing AI and data center demand
CONROE,
Texas -- October 20, 2026 -- Olenox Industries Inc. (NASDAQ: OLOX) (“Olenox” or the “Company”) today announced
that it has completed the acquisition of 100% of the issued and outstanding capital stock of Wildboy Holdings, Ltd. (“Wildboy Holdings”)
and IPD Industries, Inc. (“IPD”), bringing together natural gas resources and processing infrastructure in British Columbia
with a power-development platform near the Waha Hub in West Texas.
Wildboy
Holdings was acquired from Wildboy Industries, Ltd., and IPD was acquired from Odin International, Inc. The acquisitions advance Olenox’s
strategy to build an integrated gas-to-power-to-compute platform, connecting natural gas resources with electricity generation and higher-value
applications, including artificial intelligence, data centers and digital-asset operations such as the Company’s CS Digital business.
The
acquisition purchase price is US$21.7 million, with consideration consisting almost entirely of Olenox Series F preferred stock. Securities
issued to the sellers are convertible into shares of the Company’s common stock, subject to certain conversion limitations and
lock-up provisions. The structure allows the sellers to participate in Olenox’s future growth while preserving the Company’s
near-term cash position.
“Power
is becoming one of the defining constraints on the growth of artificial intelligence and digital infrastructure. With these acquisitions,
we are building a platform that starts with the energy itself,” said Michael McLaren, Chairman and Chief Executive Officer of Olenox.
“Wildboy gives us control of natural gas resources, and IPD gives us a registered foundation for developing power generation in
West Texas. Together, they position us to capture more value across the chain -- from gas to electricity to computing. The acquisition
economics and limited upfront cash requirement allow us to accelerate the vision we presented to our board in May. This closing moves
us from assembling the platform to executing on it.”
Located
in northeastern British Columbia, the Wildboy assets include a natural gas processing facility with capacity of up to 144 million cubic
feet per day and approximately 184,785 acres. According to independent reserve work dated September 30, 2026, the assets contain approximately
56.8 billion cubic feet of proved developed natural gas reserves. Management estimates that available gas could support an initial power-generation
opportunity of up to 50 MW, subject to generation equipment, supporting infrastructure, applicable approvals and operating conditions.
The
acquired IPD platform near Pecos, Texas, holds a 100 MW self-generator registration with the Public Utility Commission of Texas. Olenox
intends to pursue modular development, adding generation capacity in stages aligned with customer demand and available capital, subject
to financing, final equipment and gas supply agreements, and applicable approvals.
Together,
the acquisitions position Olenox to participate in multiple stages of the energy value chain, from natural gas production and processing
to electricity generation and computing applications. By controlling fuel resources and developing generation capacity, the Company aims
to capture additional value from its energy assets while expanding potential revenue opportunities across data centers, digital assets
and industrial power supply.
Olenox Industries Inc. | 1
About
Olenox Industries Inc.
Olenox
Industries Inc. (NASDAQ: OLOX) is a vertically integrated U.S. energy company operating across multiple business lines, including oil
and gas, energy services and energy technologies, including the proprietary Olenox process. The Company is focused on acquiring, optimizing
and scaling energy-related infrastructure and operating assets, with a strategic focus on bringing low-cost natural gas to high-value
end uses, including digital infrastructure and next-generation computing.
For
additional information, visit www.olenox.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 and other applicable U.S. federal securities laws. Forward-looking statements include, without limitation, statements regarding
the anticipated benefits of the completed acquisitions; the Company’s integrated gas-to-power-to-compute strategy; development
and integration plans; natural gas production, availability and reserves; processing and potential power-generation capacity; modular
generation development; potential applications and revenue opportunities; preservation of cash resources; and future business, operations
and financial performance.
These
statements are based on current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which
are outside the Company’s control, that could cause actual results to differ materially. Such factors include risks associated
with integrating acquired businesses and assets; the accuracy and recoverability of reserve estimates; the availability of financing,
equipment and infrastructure; the execution of definitive gas supply and generation equipment agreements; development costs and delays;
the receipt and maintenance of permits, registrations, approvals and third-party consents; the ability to secure customers and commercial
agreements; the possibility that estimated natural gas availability or power-generation capacity will not be achieved; volatility in
natural gas and electricity prices; dilution associated with equity securities; regulatory developments in the United States and Canada;
and other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission.
Readers
are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as required by law.
Investor
and Media Contacts
Olenox
Industries Inc.
Investor Relations
investors@olenox.com
Rona
Menashe
Guttman Associates PR
Rona@GuttmanPR.com
###
Olenox Industries Inc. | 2
