STOCK TITAN

Olenox Industries (OLOX) replaces RBSM with Urish Popeck amid going concern note

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • The prior auditor’s report on the year ended December 31, 2025 included an explanatory going concern paragraph regarding the company’s ability to continue as a going concern.
  • The company continues to have material weaknesses in internal control over financial reporting, including insufficient controls over timely closing of accounting records and application of technical accounting guidance to complex or new transactions.
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal and appointment date August 4, 2026 Audit Committee approved dismissal of RBSM LLP and appointment of Urish Popeck & Co, LLC
New auditor engagement date August 5, 2026 Urish Popeck & Co, LLC was formally engaged as independent registered public accounting firm
New audit fiscal year end December 31, 2026 Fiscal year for which Urish Popeck & Co, LLC was appointed as auditor
Most recent audited year referenced December 31, 2025 RBSM LLP’s report on these financial statements included a going concern explanatory paragraph
RBSM letter exhibit number 16.1 Letter from RBSM LLP to the SEC dated August 7, 2026 filed as an exhibit
going concern financial
"an explanatory paragraph related to the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
material weaknesses financial
"except for the material weaknesses identified in the Company’s internal controls over financial reporting"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal controls over financial reporting financial
"material weaknesses identified in the Company’s internal controls over financial reporting"
Internal controls over financial reporting are the policies, procedures and checks a company uses to make sure its accounting and financial statements are accurate, complete and free from significant error or fraud. They matter to investors because strong controls lower the risk of misleading results or surprise restatements—think of them as a quality checkpoint on a factory line that helps prevent costly defects that could damage a company’s value and reputation.
independent registered public accounting firm regulatory
"a new firm as the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Regulation S-K regulatory
"as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What auditor change did Olenox Industries (OLOX) disclose?

Olenox Industries’ Audit Committee dismissed RBSM LLP as independent registered public accounting firm on August 4, 2026 and approved Urish Popeck & Co, LLC as the new auditor for the fiscal year ending December 31, 2026, with formal engagement on August 5, 2026.

Were there any disagreements between Olenox (OLOX) and RBSM LLP?

The company reports no disagreements with RBSM LLP during 2025 and through August 4, 2026 on accounting principles, financial statement disclosure, or auditing scope or procedures that would have required reference in RBSM’s reports under Regulation S-K Item 304(a)(1)(iv).

What material weaknesses in internal control did Olenox (OLOX) highlight?

Olenox cites material weaknesses in internal control over financial reporting related to insufficient controls for timely closing of accounting records and insufficient controls over applying technical accounting guidance to complex or new transactions, as previously disclosed in its Form 10-K for the year ended December 31, 2025.

Did Olenox (OLOX) consult Urish Popeck before appointing them auditor?

The company states it did not consult Urish Popeck & Co, LLC during 2024, 2025, or through August 4, 2026 on specific accounting principles, proposed or completed transactions, expected audit opinions, or any matters involving disagreements or reportable events under Regulation S-K Item 304.

What did RBSM LLP communicate to the SEC about Olenox (OLOX)?

Olenox requested that RBSM LLP provide a letter to the SEC stating whether it agrees with the company’s disclosures about the auditor change. This letter, dated August 7, 2026, is filed as Exhibit 16.1 to the report.

How did RBSM LLP’s 2025 report characterize Olenox’s financial condition?

RBSM’s report on Olenox’s December 31, 2025 financial statements included an explanatory going concern paragraph regarding the company’s ability to continue as a going concern, but contained no adverse opinions or disclaimers and no qualifications as to uncertainty, audit scope, or accounting principles.
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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): August 4, 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 4.01 Changes in Registrant’s Certifying Accountant.

 

Auditor Change from RBSM LLP to Urish Popeck & Co, LLC

 

The Audit Committee of the Board of Directors (the “Audit Committee”) of Olenox Industries, Inc. (the “Company”) performed a competitive review process to evaluate and select a new firm as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On August 4, 2026, the Audit Committee approved the dismissal of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm and also approved the appointment of Urish Popeck & Co, LLC (“Urish”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. Urish was formally engaged August 5, 2026.

 

RBSM’s reports on the Company’s financial statements for the fiscal year ended December 31, 2025 contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles other than an explanatory paragraph related to the Company’s ability to continue as a going concern.

 

During the fiscal year ended December 31, 2025, and the subsequent period through August 4, 2026, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RBSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RBSM, would have caused RBSM to make reference to the subject matter of the disagreement in RBSM’s reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses identified in the Company’s internal controls over financial reporting, which are: (i) the Company does not have sufficient internal controls related to the timely closing of their accounting records, caused by insufficient accounting resources and a lack of formal review procedures, and (ii) the Company does not have sufficient internal controls related to the application of technical accounting guidance to complex and/or new transactions. These material weaknesses were previously disclosed in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and which was discussed between the Company’s Audit Committee and RBSM.

 

The Company provided RBSM with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that RBSM furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether RBSM agrees with the above disclosures and, if not, stating the respects in which RBSM does not agree. A copy of RBSM’s letter to the SEC dated August 7, 2026, is attached hereto as Exhibit 16.1.

 

During the fiscal years ended December 31, 2025 and December 31, 2024, and the interim period through August 4, 2026, the Company did not consult with Urish regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Urish concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
16.1   Letter from RBSM LLP to the Securities and Exchange Commission dated August 7, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: August 7, 2026 By: /s/ Michael McLaren
    Name: Michael McLaren
    Title: Chief Executive Officer

 

2

 

Filing Exhibits & Attachments

4 documents