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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):
June 16, 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 June 16, 2026, Olenox Industries Inc., a Delaware
corporation (the “Company”), entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended
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”). The Amended Purchase Agreement was entered into as an amendment to
the Membership Interest Purchase Agreement executed on or about between the Company, CS Digital, and the Sellers, the Company acquired
100% of the issued and outstanding membership interests of CS Digital (the “Acquisition”) on the same date.
Exchange Agreement
On June 16, 2026, the Company entered into an
exchange agreement (the “Exchange Agreement”) with the holders of the Company’s Series D Preferred shares of stock (the
“Series D Preferred Stock”), listed on the signature page thereto (collectively, the “Holders”). Pursuant to the
Exchange Agreement and as part of the transactions contemplated by the Amended Purchase Agreement executed concurrently by the Holders,
the Holders will surrender to the Company all of the Holders’ right, title, and interest in and to their Series D Preferred Stock
identified on Schedule I of the Exchange Agreement, and in exchange the Company shall issue an equal number of shares of Series E Preferred
Stock (the “Series E Preferred Stock”). Immediately following the exchange of the Series D Preferred Stock for the Series
E Preferred Stock, every share of Series D Preferred Stock shall be deemed cancelled and retired and shall no longer be outstanding. The
Series E Preferred Stock shall have the rights, preferences, and privileges set fort in the Certificate of Designation of Series E Convertible
Preferred Stock, filed with the Delaware Secretary of State on or about June 17, 2026.
Aggregate Consideration. The aggregate
consideration payable by the Company under the Amended 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 E Preferred Stock, par value $1.00 per
share (the “Series E Preferred Stock”), issued at a stated value of $100.00 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 E 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 Amended Purchase Agreement.
Conversion Gate; Stockholder Approval.
No shares of Series E Preferred Stock shall be convertible into Common Stock to the extent that, after giving effect to such issuance,
the aggregate number of shares of Common Stock issued or issuable pursuant to (i) the conversion of the Series E Preferred Stock, (ii)
the exercise of any warrants issued in connection with the issuance of the Series E Preferred Stock, or (iii) the exercise, conversion
or exchange or any other securities issued in the same financing transaction or any related transaction that are required to be aggregated
pursuant to Nasdaq Listing Rule 5636(d) (or any successor rule), which would exceed 19.9% of the Company’s outstanding shares of
Common Stock immediately prior to the closing of such financing (the “Exchange Cap”). The Amended Purchase Agreement provides
that the Company shall use its best efforts to convene a meeting of its stockholders to seek 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”) to allow the conversion of Series E Preferred Stock into Common Stock and/or the exercise of Warrants
to exceed the Exchange Cap, 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 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 E Preferred Stock or
the Warrants.
Beneficial Ownership Limitation. Conversion
of the Series E 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 E 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
Amended 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 Amended 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 Amended 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 descriptions of the Amended Purchase
Agreement and Exchange Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Amended
Purchase Agreement, a copy of which is filed as Exhibit 2.1 and Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference. The schedules and certain exhibits to the Amended 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 10.2 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 E 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 June 16, 2026, the Company completed the Acquisition of 100% of the
issued and outstanding membership interests of CS Digital pursuant to the Amended 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 E 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 E 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 E 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 June 17, 2026, in connection with the closing
of the Acquisition, the Company filed a Certificate of Designation of Series E 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
E Preferred Stock.
The Certificate of Designation provides, among
other things, that: (i) the Series E Preferred Stock is non-voting, except as required by the Delaware General Corporation Law; (ii) no
shares of Series E Preferred Stock shall be convertible into Common Stock to the extent that, after giving effect to such issuance, the
aggregate number of shares of Common Stock issued or issuable pursuant to (x) the conversion of the Series E Preferred Stock, (y) the
exercise of any warrants issued in connection with the issuance of the Series E Preferred Stock, or (z) the exercise, conversion or exchange
or any other securities issued in the same financing transaction or any related transaction that are required to be aggregated pursuant
to Nasdaq Listing Rule 5636(d) (or any successor rule), which would exceed 19.9% of the Company’s outstanding shares of Common Stock
immediately prior to the closing of such financing; (iii) the conversion price applicable to the Series E 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; and (iv) the Series E Preferred Stock is not subject to any redemption right, sinking
fund, mandatory conversion right or price-based anti-dilution protection..
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 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 E Preferred Stock, the Seller Note, the Warrants and any Earnout Shares; the receipt of the Stockholder Approval permitting
conversion of the Series E 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 E 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* |
|
Amended Membership Interest Purchase Agreement, dated as of June 16, 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 E Preferred Stock of Olenox Industries Inc., filed with the Secretary of State of the State of Delaware on June 17, 2026 |
| 4.1 |
|
Form of Warrant issued by Olenox Industries Inc. to the Sellers |
| 10.1 |
|
Form of Exchange Agreement |
| 10.2 |
|
Form of Unsecured Promissory Note (Seller Note) issued by Olenox Industries Inc. to the Sellers |
| 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: 6/19/2026 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael McLaren |
| |
|
Title: |
Chief Executive Officer |
