Every 8-K that Olenox Industries Inc. (OLOX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow OLOX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OLOX filings page.
Olenox Industries (OLOX) completed its acquisition of CS Digital Ventures on May 26, 2026. The stated $30,000,000 upfront consideration comprised $14,000,000 of Series E Preferred Stock (140,000 shares at $100.00 stated value) and a $16,000,000 unsecured Seller Note. Consideration also included warrants to purchase 1,500,000 common shares in three 500,000-share tranches at exercise prices of $5.00, $7.00 and $9.00, plus up to $20,000,000 in Series E Preferred Stock tied to post-closing milestones. The acquisition-date fair value of total consideration transferred was $52,115,243.
Revised pro forma combined results show revenue of $23,586,852 and a net loss attributable to common stockholders of $20,688,239 for 2025; for the three months ended March 31, 2026, revenue was $4,266,383 and the comparable net loss was $4,033,595. The statements assume the acquisition occurred on January 1, 2025 and are illustrative, not projections. This amendment corrects the prior Series D label for the Series E shares and the earnout thresholds. Olenox expects to finalize the preliminary purchase-price allocation within a measurement period not exceeding one year from the acquisition date.
Olenox Industries Inc. filed audited and unaudited financial statements for its newly acquired subsidiary, CS Digital Ventures LLC, and unaudited pro forma condensed combined financials reflecting the May 26, 2026 acquisition. Olenox acquired 100% of CS Digital for $30,000,000 in upfront consideration, consisting of $14,000,000 of newly issued Series D Preferred Stock (140,000 shares at $100 per share) and a $16,000,000 unsecured Seller Note, plus warrants to purchase 1,500,000 common shares at exercise prices of $5.00, $7.00 and $9.00, and up to $20,000,000 of additional Series D Preferred Stock as earnout consideration.
CS Digital generated $20,634,274 in 2025 revenue, primarily from bitcoin mining, up from $3,889,742 in 2024, but reported net losses of $1,648,799 in 2025 and $970,265 for the three months ended March 31, 2026. As of December 31, 2025, CS Digital held $33.4 million in total assets, including $28.4 million of mining property and equipment and bitcoin valued at $976,363, funded in part by a $15,202,424 loan that was fully extinguished in April 2026 via a debt-for-equity exchange. Management disclosed that prior substantial doubt about CS Digital’s going concern status was alleviated by the loan extinguishment, operating cash generation and projected positive free cash flows.
Olenox Industries Inc. entered into an Amendment Agreement with General Alpha Ltd. on August 4, 2026, modifying a prior stock purchase agreement and related registration rights agreement. The amendments update the company’s name in the documents and change their effective and expiration dates, extending the stock purchase agreement’s expiration to August 3, 2028.
The amendment narrows the anti-dilution protection so it applies only to share issuances other than those to directors, employees or executives, conversions of existing preferred stock, or shares issued for acquisitions. It removes Section 4.18 “Anti-Dilution” exceptions related to those exempt issuances, deletes Sections 7.5 “True-Up” and 6.10 “Review of Public Disclosures,” and adds a new Section 2.3(b)(ix) permitting the purchaser to deduct up to 30% of any Put amount to pay outstanding principal or interest on notes or convertible notes owed by the company to the purchaser.
The amendment also revises the “No Variable Rate Transactions” covenant so that Olenox will not enter into variable-rate common stock issuances that provide a discount to the recipient of more than 10% in total. The company indicates that the described securities are not being offered or sold absent registration or an applicable exemption.
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.
Olenox Industries Inc. reported that its independent auditors advised on July 31, 2026 that the unaudited condensed consolidated financial statements in its 2025 quarterly reports for March 31, June 30, and September 30 are materially incorrect and should not be relied upon. On August 3, 2026, authorized officers reached the same conclusion.
The issue stems from the merger with New Asia Holdings, Inc., where 4,000,000 shares of Series A Preferred Stock were issued as consideration. The acquisition-date fair value of these shares has been recalculated at $18,800,000 instead of the previously recorded $34,569,600, reducing consideration transferred, goodwill, and related stockholders’ equity by $15,769,600. The company states that net loss, loss per share, cash flows, and working capital for the affected periods are unchanged, and it plans to file amended quarterly reports after completion and auditor review of the restated financial statements.
Olenox Industries Inc. reports that Nasdaq has confirmed the company has regained compliance with Nasdaq Listing Rule 5250(c)(1), the periodic filing requirement. Olenox had previously received deficiency notices because it had not filed its Form 10-K for the period ended December 31, 2025 and Form 10-Q for the period ended March 31, 2026.
Nasdaq granted an extension until July 31, 2026, and Olenox filed the Form 10-K on June 30, 2026 and the Form 10-Q on July 31, 2026. As a result, its common stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol OLOX. The CEO highlighted the effort to complete the delayed reports and emphasized a focused energy business strategy and growth agenda.
Olenox Industries, Inc. appointed Kimberly Hawley, age 57, as Interim Chief Financial Officer effective July 24, 2026, under an employment agreement with an initial term from July 6, 2026 through December 31, 2026. The agreement provides an annual base salary of $250,000 and a restricted stock grant of $50,000 in common stock, vesting quarterly on a pro-rata basis over the next 18 months of continuous service. Hawley will remain Executive Vice President, Chief Financial Officer and Treasurer of Vivakor, Inc., is bound by one-year post-termination non-compete and non-solicit covenants and confidentiality provisions, and has no disclosed family relationships or related-party transactions with Olenox.
Olenox Industries Inc. completed the acquisition of 100% of the shares of Psylinks Neurotech Corp. on July 3, 2026 under a Stock Exchange Agreement with Psylinks and its shareholders. The aggregate purchase price is US$500,000, payable in restricted common stock valued at US$4.80 per share, resulting in the issuance of 104,166 shares of common stock to the sellers.
Psylinks becomes a wholly owned subsidiary focused on neurotechnology and applied intelligence platforms that use neuroscience, multimodal sensing, machine learning, AI, and closed-loop feedback across research, human performance, defense, industrial, and clinical-adjacent settings. Olenox agreed to hire Psylinks’ key employees as VP of Product Development and VP of Technology and obtained two-year non-competition and non-solicitation covenants from the sellers. The transaction may constitute a related party transaction due to a familial relationship between a seller and the company’s Chairman, and the Board approved the agreement with the Chairman abstaining. The stock consideration was issued in a private offering relying on Section 4(a)(2) and Rule 506(b) of Regulation D to accredited investors.
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. 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 Inc. entered into a second closing under a previously disclosed Securities Purchase Agreement, raising additional capital through its Series C Convertible Preferred Stock. On March 12, 2026, the company issued 900 shares of Series C Preferred Stock with an aggregate Stated Value of $900,000 for a purchase price of $810,000.
After paying a 7.0% placement agent commission and other offering expenses, Olenox received net proceeds of approximately $718,300. The Series C Preferred Stock remains convertible into common stock under existing terms, and Olenox agreed to register the resale of the conversion shares with the SEC within specified 30–60 day timelines.
Olenox Industries Inc. entered two settlement agreements on February 11, 2026 with Michael McLaren to resolve a convertible note and disputes over Series A Non-Voting Convertible Preferred Stock. The company will issue 626,325 restricted common shares to fully settle the note and 585,000 restricted common shares in exchange for the surrender of 39,000 preferred shares, with McLaren waiving and releasing related claims.
The company also appointed Ambassador Paula J. Dobriansky to its board to fill a vacancy, with service running until the 2025 annual meeting. As a non-employee director, she will receive cash retainers and an equity grant of restricted stock units under the existing director compensation program.
Olenox Industries Inc. entered into a settlement and release agreement with Cedar Advance LLC to resolve an outstanding balance of $1,732,500 under prior merchant cash advance agreements. Olenox will issue Cedar up to 500,000 common shares as initial consideration, subject to a 4.99% beneficial ownership cap at any time.
After Cedar sells the initial shares, the parties will compare Cedar’s gross sale proceeds to the $1,732,500 balance. If proceeds are lower, Olenox will issue additional restricted “true-up” shares, calculated by dividing the shortfall by the 10‑day volume weighted average price of the stock. Both parties mutually release all other claims, preserving only rights to enforce this agreement.
Olenox Industries Inc. filed a report describing the appointment of two new independent directors. On February 6, 2026, the board filled vacant seats by adding Erik Blum and Adam Falkoff, who will serve until the company’s 2025 annual shareholder meeting and until successors are elected and qualified.
As non-employee directors, they will join the existing director compensation program, which includes a $40,000 annual cash retainer, an additional $10,000 per committee chair role, and an annual equity grant of restricted stock units valued at about $50,000 that vest quarterly over two years. Because they joined in February 2026, each will receive pro-rated cash and equity awards reflecting their partial-year service.
The filing highlights Mr. Blum’s more than 30 years in debt and corporate finance, including leading a turnaround at Fynntechnical Innovations Inc., and Mr. Falkoff’s extensive background in public policy, international relations, and global strategic consulting, including senior roles advising corporate leaders and government officials. The company states there are no family relationships or related-party transactions involving these new directors that require disclosure.
Olenox Industries Inc. reported that board member Christoper Melton resigned from the Board of Directors effective January 31, 2026. He also stepped down from the Audit Committee, Executive Committee, and the Nominating, Environmental, Social and Corporate Governance Committee.
The company stated that Melton’s resignation was not related to any disagreement with Olenox Industries regarding its operations, policies, or practices.