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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):
May 26, 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, Building C N FM 3083 Rd E
Conroe, TX 77304
(Address of Principal Executive Offices, Zip Code)
Not Applicable
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: 646-240-4235
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 $0.001 |
|
SGBX |
|
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 Definitive Agreement.
Membership Interest Purchase Agreement
On May 26, 2026, Olenox Industries Inc., a Delaware
corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”)
with CS Digital Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members of CS Digital listed on the
signature page thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as the seller representative
(the “Seller Representative”). Pursuant to the Purchase Agreement, the Company acquired 100% of the issued and outstanding
membership interests of CS Digital (the “Acquisition”) on the same date.
Aggregate Consideration. The aggregate
consideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at
closing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share
(the “Series D Preferred Stock”), issued at a stated value of $1.00 per share, and (b) US$16,000,000 in the form of an unsecured
promissory note issued by the Company to the Sellers (the “Seller Note”); (ii) warrants to purchase an aggregate of 1,500,000
shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), comprised of three equal tranches
of 500,000 shares each, with exercise prices of $5.00, $7.00 and $9.00 per share, respectively (collectively, the “Warrants”);
and (iii) up to an additional US$20,000,000 in shares of Series D Preferred Stock (the “Earnout Shares”), issuable upon the
achievement of two post-closing milestones tied to (A) cumulative revenue and (B) cumulative Adjusted EBITDA of CS Digital, in each case
as further described in the Purchase Agreement.
Conversion Gate; Stockholder Approval.
The Series D Preferred Stock and the Warrants are not convertible or exercisable into Common Stock prior to receipt of the requisite approval
of the Company’s stockholders, as required under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), including
Listing Rule 5635 (the “Stockholder Approval”). The Purchase Agreement provides that the Company shall use its best efforts
to convene a meeting of its stockholders to seek the Stockholder Approval within ninety (90) days after the closing and, if the Stockholder
Approval is not obtained at such meeting, to convene a meeting of stockholders every three months thereafter until the Stockholder Approval
is obtained. The failure to obtain the Stockholder Approval will not give rise to any increase in the stated value of, accrual of dividends
or interest on, redemption right with respect to, decrease in the conversion price of, or any other economic consequence favorable to
the holders of, the Series D Preferred Stock or the Warrants.
Beneficial Ownership Limitation. Conversion
of the Series D Preferred Stock and exercise of the Warrants are further subject to a beneficial ownership limitation pursuant to which
no holder, together with such holder’s attribution parties, may convert or exercise such securities to the extent it would result
in such holder, together with such holder’s attribution parties, beneficially owning in excess of 19.9% of the outstanding Common
Stock or voting power of the Company.
Registration Rights. Within sixty (60)
days following the date the Company obtains the Stockholder Approval, the Company has agreed to file a shelf registration statement with
the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable upon conversion
of the Series D Preferred Stock, and to use best efforts to cause such registration statement to be declared effective as soon as reasonably
practicable thereafter, subject to customary suspension and deferral rights of the Company.
Non-Competition and Non-Solicitation. The
Purchase Agreement contains customary non-competition and non-solicitation covenants applicable to each of Bernardo Schucman and Shanti
Cillo (the “Principal Sellers”) for a period of two (2) years following the closing date, subject to certain limited exceptions
set forth in the Purchase Agreement, including continued ownership of, and service as a board member, manager or consultant to, certain
entities specifically identified therein.
Representations, Warranties and Indemnification.
The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. Indemnification claims
based on breaches of representations and warranties are generally subject to an eighteen (18) month survival period, a $100,000 basket
and a $10 million cap, subject to customary exceptions for fundamental representations, certain tax-related matters and fraud.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The schedules and certain exhibits to
the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request.
Seller Note
In connection with the closing of the Acquisition,
the Company issued the Seller Note to the Sellers in the aggregate principal amount of US$16,000,000. The Seller Note is unsecured. The
Seller Note contains customary terms, including with respect to interest, maturity, prepayment, events of default and remedies, all as
set forth in the form of Seller Note filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Warrants
In connection with the closing of the Acquisition,
the Company issued the Warrants to the Sellers. The Warrants entitle the holders thereof to purchase an aggregate of 1,500,000 shares
of Common Stock, comprised of three equal tranches of 500,000 shares each with exercise prices of $5.00, $7.00 and $9.00 per share, respectively.
The Warrants are not exercisable into Common Stock prior to receipt of the Stockholder Approval. Additional terms of the Warrants, including
expiration, cashless exercise provisions, and customary adjustment provisions for stock splits and similar events, are set forth in the
form of Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Certificate of Designation
In connection with the closing of the Acquisition,
the Company filed a Certificate of Designation of Series D Preferred Stock with the Secretary of State of the State of Delaware. See Item
5.03 of this Current Report on Form 8-K, the disclosure under which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference. On May 26, 2026, the Company completed the Acquisition of 100% of the
issued and outstanding membership interests of CS Digital pursuant to the Purchase Agreement. As a result of the closing of the Acquisition,
CS Digital became a wholly owned subsidiary of the Company.
CS Digital is a digital infrastructure company
focused on the development and operation of energy-intensive data centers, including bitcoin mining and high-density compute deployments.
As of the closing date, CS Digital had approximately 35 megawatts of installed power capacity currently in operation.
Item 2.03 Creation of a Direct Financial Obligation
or an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Current Report on Form 8-K regarding the Seller Note is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
At the closing of the Acquisition, the Company
issued to the Sellers, as partial consideration for the membership interests of CS Digital, (i) shares of Series D Preferred Stock having
an aggregate stated value of US$14,000,000 and (ii) the Warrants. The Earnout Shares, when and if issued, will be issued to the Sellers
as additional consideration upon the achievement of the post-closing milestones described in Item 1.01.
The issuance of the Series D Preferred Stock and
the Warrants at closing, and any future issuance of Earnout Shares, were and will be made in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation
D promulgated thereunder, as transactions by an issuer not involving any public offering. Each Seller represented to the Company that
it is an “accredited investor” as defined in Rule 501(a) of Regulation D, and the Series D Preferred Stock, the Warrants and
any Earnout Shares were and will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution
thereof. The certificates or book-entry positions evidencing such securities, and any shares of Common Stock issued upon conversion or
exercise thereof, will bear customary restrictive legends.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On May 26, 2026, in connection with the closing
of the Acquisition, the Company filed a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”)
with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series
D Preferred Stock.
The Certificate of Designation provides, among
other things, that: (i) the Series D Preferred Stock is non-voting, except as required by the Delaware General Corporation Law; (ii) no
shares of Series D Preferred Stock shall be convertible into Common Stock prior to receipt of the Stockholder Approval; (iii) the conversion
price applicable to the Series D Preferred Stock is fixed at $1.00 per share, which the Company has determined equals or exceeds the “Minimum
Price” determined in accordance with Nasdaq Listing Rule 5635(d)(1) as of the closing date; (iv) the Series D Preferred Stock is
not subject to any redemption right, sinking fund, mandatory conversion right or price-based anti-dilution protection; and (v) the failure
to obtain the Stockholder Approval shall not result in any increase in stated value, decrease in conversion price, accrual of dividends
or interest, accrual of any redemption right, payment of any penalty, fee or liquidated damages, or any other consequence favorable to
the holders of the Series D Preferred Stock.
The foregoing description of the Certificate of
Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 28, 2026, the Company issued a press release
announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item 8.01 Other Events.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K 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 expected benefits of the Acquisition; the issuance
of the Series D Preferred Stock, the Seller Note, the Warrants and any Earnout Shares; the receipt of the Stockholder Approval permitting
conversion of the Series D Preferred Stock and exercise of the Warrants into Common Stock; the filing and effectiveness of a registration
statement covering the resale of the underlying Common Stock; the development and scaling of off-grid, gas-powered digital infrastructure;
targeted power costs; expected addressable markets, including energy-intensive data center, artificial intelligence and high-density compute
workloads; and the future business, operations and financial performance of the Company and its consolidated subsidiaries (including,
following the closing, CS Digital).
These statements are based on current expectations
and assumptions and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that
could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such factors include,
among others: the ability to integrate CS Digital’s operations and realize the anticipated benefits of the Acquisition; the ability
to service the Seller Note in accordance with its terms; the ability to obtain the Stockholder Approval required to permit conversion
of the Series D Preferred Stock and exercise of the Warrants into Common Stock under applicable Nasdaq listing rules; the ability of CS
Digital to achieve the operational and financial milestones underlying the Earnout Shares; volatility in commodity prices, including natural
gas and electricity; variability in customer demand and pricing for compute services; the development of demand for artificial intelligence
and high-density compute infrastructure; regulatory and Nasdaq listing developments; and the other risks and uncertainties described in
the Company’s filings with the SEC, including under “Risk Factors” in its Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of
the date hereof. 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.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 2.1* |
|
Membership Interest Purchase Agreement, dated as of May 26, 2026, by and among Olenox Industries Inc., CS Digital Ventures, LLC, the Members of CS Digital Ventures, LLC listed on the signature page thereto, and Bernardo Schucman, as Seller Representative |
| 3.1 |
|
Certificate of Designation of Series D Preferred Stock of Olenox Industries Inc., filed with the Secretary of State of the State of Delaware on May 26, 2026 |
| 4.1 |
|
Form of Warrant issued by Olenox Industries Inc. to the Sellers |
| 10.1 |
|
Form of Unsecured Promissory Note (Seller Note) issued by Olenox Industries Inc. to the Sellers |
| 99.1 |
|
Press Release issued by Olenox Industries Inc. on May 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
| * | Schedules and certain exhibits to this Exhibit 2.1 have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request. |
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: 5/28/2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael McLaren |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
OLENOX INDUSTRIES INC. | NASDAQ: OLOX
FOR IMMEDIATE RELEASE
Olenox Industries Completes Acquisition of CS
Digital Ventures, Launching a Vertically Integrated, Gas-Powered Platform for Energy-Intensive Data Centers and Next-Generation Compute
Closing of the transaction establishes a U.S.-based,
gas-powered, off-grid digital infrastructure platform targeting power costs below $0.02 per kWh for energy-intensive data center, AI and
high-density compute workloads
HOUSTON, TX — May 28, 2026 — Olenox Industries Inc.
(NASDAQ: OLOX) (“Olenox” or the “Company”), a vertically integrated U.S. energy company, today announced the closing
of its acquisition of 100% of the membership interests of CS Digital Ventures, LLC (“CS Digital”), an energy-intensive
data center and digital infrastructure company co-founded by industry pioneer Bernardo Schucman. With the closing of the transaction,
the combined company launches a differentiated, energy-led digital infrastructure platform purpose-built to convert low-cost natural gas
into compute at the point of generation.
Transaction Overview
Under the terms of the definitive agreement, the Company acquired 100%
of the membership interests of CS Digital for total upfront consideration of US$30 million, consisting of (i) US$14 million in newly issued
Series D Preferred Stock of Olenox, with a par value of $1.00 per share and a stated value of $100.00 per share, and (ii) US$16 million
in the form of an unsecured promissory note issued by Olenox to the equityholders of CS Digital (the “Seller Note”).
As additional consideration, the equityholders of CS Digital also received
warrants to acquire an aggregate of 1,500,000 shares of Olenox common stock, comprised of three equal tranches of 500,000 shares each
with exercise prices of $5.00, $7.00 and $9.00 per share, respectively (collectively, the “Warrants”).
The equityholders of CS Digital are also entitled to receive up to
an additional US$20 million in additional Series D Preferred Stock, upon the achievement of two pre-agreed milestones tied to cumulative
revenue and cumulative Adjusted EBITDA of CS Digital following the closing.
In accordance with applicable Nasdaq listing requirements, the Series
D Preferred Stock and the Warrants are not convertible or exercisable into Olenox common stock prior to receipt of stockholder approval,
which the Company intends to seek following the closing.
The transaction was unanimously approved by the boards of directors
of both companies and satisfied all customary closing conditions.
Strategic Rationale: Energy at the Point of Generation
The combined company is built around a single thesis: that the next
phase of digital infrastructure will be won by operators that control low-cost, reliable, and rapidly deployable power at the point of
generation. By pairing Olenox’s upstream natural gas position, midstream capabilities and proprietary processing technology with
CS Digital’s operating depth in institutional-scale energy-intensive data centers, the combined platform intends to develop and
operate off-grid, gas-powered data centers targeting all-in power costs of less than $0.02 per kWh — a level the parties believe
represents a structural efficiency advantage in the current market.
CS Digital contributes to the combined platform approximately 35 MW
of installed power capacity currently in operation, 2025 revenue of US$20.6 million and 2025 EBITDA of US$6.2 million. Management believes
the resulting platform can scale across a broad set of energy-intensive data center and high-performance compute workloads, including
emerging artificial intelligence (AI) applications, with the ability to provide infrastructure services to third-party hyperscale and
enterprise customers.
Management Commentary
“Closing this combination is a strategic step in Olenox’s
evolution into an energy-led digital infrastructure company,” said Mike McLaren, Chairman and Chief Executive Officer of Olenox.
“Our platform was built around proprietary processing technology and direct access to natural gas resources. Combining that foundation
with CS Digital’s operating capability, its attractive financial profile, and Bernardo’s proven leadership in energy-intensive
data center infrastructure positions us to compete in the next phase of digital infrastructure growth — one in which energy, not
real estate, will be the binding constraint. We believe we are creating a platform with the technical and commercial depth to serve a
broad range of energy-intensive compute customers, including AI customers, from the same energy base.”
Mr. McLaren brings more than three decades of operational experience
across upstream oil and gas, energy services and energy technologies. He is the founder of Olenox Corp. and the inventor of the proprietary
Olenox process technology, and currently serves as Chairman and Chief Executive Officer of Olenox Industries Inc. Over the course of his
career he has co-authored technical publications on selective oil agglomeration, coal water oil fuel and the preparation of clean coal
energy, and has held chief executive roles across multiple energy and infrastructure platforms.
Bernardo Schucman, who will continue to serve as Chief Executive Officer
of CS Digital and lead the data center vision of the combined platform, added:
“We believe we are entering what may prove to be the third era
of large-scale, energy-intensive digital infrastructure. The first era began when I started this work in my garage in California, paying
residential power rates. The second era emerged as pioneers like us moved into underutilized colocation space in third-party data centers,
operating at approximately $0.07 to $0.09 per kWh, and ultimately built dedicated, purpose-built data centers operating at approximately
$0.05 per kWh. We believe 2026 may mark the beginning of a new phase: the large-scale development of off-grid data centers built closer
to the point of energy generation, where, under certain conditions, it may be possible to generate and utilize power at costs approaching
$0.02 per kWh. Our combination with Olenox is designed to pursue precisely that opportunity, and to build what we believe can become a
leading platform in scaling off-grid, gas-powered, energy-intensive data centers. Our ambition is significant, and so is the opportunity
in front of us.”
About Bernardo Schucman
Bernardo Schucman is widely recognized as one of the early pioneers
of institutional-scale, energy-intensive data center infrastructure. Over the course of his career, he has participated in the deployment
of more than 20 energy-intensive data centers across Asia, Europe and the Americas. He is the co-founder of ATL Data Centers (which, in
December 2020, completed a merger that became part of CleanSpark, Inc., subsequently one of the leading public high-density data center
infrastructure companies in the world), and later served as Senior Vice President at CleanSpark, where he helped lead the transition and
scale-up of the company’s data center operations. At CS Digital, Mr. Schucman is supported by a co-founding team that includes tech
investor Shanti Cillo, Chief Technology Officer Roberto Santacroce, and Chief Financial Officer Federico Sader, who together have shaped
the company’s strategy, technology foundation and financial discipline.
A Platform Positioned for the Next Cycle
Management believes the combined platform is well positioned to capitalize
on a changing infrastructure landscape in which access to low-cost, reliable and quickly deployable power is becoming the primary differentiator.
With the ability to source energy at highly competitive costs and to deploy infrastructure rapidly, the combined company expects to pursue
opportunities in:
| ● | Off-grid, energy-intensive data centers at the wellhead and at stranded-gas locations; |
| ● | Monetization of flared, vented and otherwise stranded natural gas; |
| ● | Gas-powered infrastructure for AI training and inference workloads; and |
| ● | Behind-the-meter compute solutions for hyperscale and enterprise customers. |
The closing of the transaction strengthens Olenox’s strategic
positioning at the intersection of energy, digital infrastructure and next-generation compute, and creates a platform capable of scaling
meaningfully across both energy-intensive data center and AI-related applications.
Additional details regarding transaction structure, leadership alignment,
governance and pro forma ownership will be provided in subsequent filings with the U.S. Securities and Exchange Commission and other public
disclosures.
Advisor
With respect to the transaction, Buckman, Buckman & Reid, Inc.
acted as Investment Advisor. Buckman, Buckman & Reid, Inc. was founded in 1988 as a registered broker-dealer with the Securities and
Exchange Commission (“SEC”), Securities Investor Protection Corp. (“SIPC”) and is a member of the Financial Industry
Regulatory Authority (“FINRA”). BB&R is a full-service securities brokerage firm engaged in a variety of activities, including
retail and institutional brokerage, wealth management, investment advisory services, private offerings and other investment banking activities.
Scott Furman, Head of Investment Banking for BB&R, served as the advisor on Mergers and Acquisitions.
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
across key U.S. markets, with a strategic focus on bringing low-cost natural gas to high-value end uses, including digital infrastructure
and next-generation compute.
About CS Digital Ventures, LLC
CS Digital Ventures, LLC is a digital infrastructure company focused
on the development and operation of energy-intensive data centers, including high-density and AI-oriented compute deployments. CS Digital
was co-founded by Bernardo Schucman, tech investor Shanti Cillo, Chief Technology Officer Roberto Santacroce and Chief Financial Officer
Federico Sader. The company is led by a team with extensive experience in high-density compute fleet operations, energy-intensive data
center deployment, power sourcing and institutional-scale execution, with a strategic focus on off-grid infrastructure and low-cost energy
solutions.
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 expected benefits of the completed transaction between Olenox Industries
Inc. and CS Digital Ventures, LLC; the issuance of Series D Preferred Stock, the Seller Note, the Warrants, and any additional Series
D Preferred Stock issuable in connection with the achievement of post-closing milestones; the receipt of stockholder approval permitting
conversion of the Series D Preferred Stock and exercise of the Warrants into common stock; the development and scaling of off-grid, gas-powered
digital infrastructure; targeted power costs; expected addressable markets, including energy-intensive data center, AI and high-density
compute workloads; and the future business, operations and financial performance of the combined company. These statements are based on
current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s
control, that could cause actual results to differ materially. Such factors include, among others, the ability to integrate CS Digital’s
operations; the ability to service the Seller Note; the ability to obtain the stockholder approval required to permit conversion of the
Series D Preferred Stock and exercise of the Warrants into common stock under applicable Nasdaq listing rules; the ability to achieve
the operational and financial milestones underlying the post-closing earnout consideration; volatility in commodity prices, including
natural gas and electricity; variability in customer demand and pricing for compute services; the development of demand for AI and high-density
compute infrastructure; regulatory developments; and the 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
Source: Olenox Industries Inc. (NASDAQ: OLOX)
