Olenox (OLOX) delays Q1 2026 10-Q after 2025 merger, sets filing dates

Rhea-AI Filing Summary

Olenox Industries, Inc. notifies the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 and requests relief under Rule 12b-25 because post‑merger consolidations and unaudited acquired entities delayed reporting. The company states it expects to file its Form 10-K for the year ended December 31, 2025 by May 31, 2026 and its Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026.

Key Figures

Commission File Number: 001-38037 Quarter Ended: March 31, 2026 Expected Form 10-K Filing Date: May 31, 2026 +3 more

6 metrics

Commission File Number 001-38037 cover page reference

Quarter Ended March 31, 2026 subject report period

Expected Form 10-K Filing Date May 31, 2026 company stated expectation

Expected Form 10-Q Filing Date June 5, 2026 company stated expectation

Form Signed Date May 18, 2026 signature block date

Principal Executive Office Zip 77303 address of registrant

Key Terms

Rule 12b-25, unaudited, consolidation, Form 10-Q

4 terms

Rule 12b-25 regulatory

"The Company is unable to file its Form 10-Q... without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

unaudited financial

"some of the entities having been unaudited"

"Unaudited" describes financial statements or reports that have not been examined or verified by an independent accountant or auditor. Because they haven't undergone this review, they may not be as reliable or accurate as audited reports, making them less certain for investors to rely on when assessing a company's financial health. Think of it as a preliminary estimate that could change once checked by an expert.

consolidation financial

"the consolidation of all entities took longer than expected"

Consolidation is a period when a stock’s price moves within a relatively narrow range, reflecting a balance between buyers and sellers after a prior rise or fall. It matters to investors because it often signals a pause before the next meaningful move — like a coiled spring — and helps with timing trades, setting risk limits and deciding whether momentum will resume upward or reverse downward.

Form 10-Q regulatory

"unable to file its Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING 

Commission File Number 001-38037

(Check One)	☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN  ☐ Form N-CSR
	For Period Ended: March 31, 2026
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Olenox Industries, Inc.

(Full Name of Registrant)

(Former Name if Applicable) 

1207 N. FM 3083 Rd. E. Bldg. C

(Address of Principal Executive Office (Street and Number))

Conroe, TX 77303

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☐		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach Extra Sheets if Needed)

Olenox Industries, Inc. (the “Company”) is unable to file its Form 10-Q or the quarter ended March 31, 2026 within the prescribed time period without unreasonable effort or expense because of the circumstances described below.

The Company went through a merger and multiple acquisitions in 2025; therefore, the consolidation of all entities took longer than expected due to some of the entities having been unaudited. The Company has new auditors and currently expects to file Form 10-K for the year ended December 31, 2025 by May 31, 2026 and Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026.

PART IV — OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Patricia Kaelin

(936)

323-6332

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

1

Olenox Industries, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	May 18, 2026	By	/s/ Michael McLaren
			Michael McLaren
			Chief Executive Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

2

FAQ

Why did OLOX file a Form 12b-25 delaying its 10-Q?

Olenox states the delay stems from a 2025 merger and multiple acquisitions that required longer consolidation because some acquired entities were unaudited. The company says these issues prevent filing without "unreasonable effort or expense" under Rule 12b-25.

When does OLOX expect to file the missing Form 10-K and Form 10-Q?

Olenox expects to file its Form 10-K for the year ended December 31, 2025 by May 31, 2026 and its Form 10-Q for the quarter ended March 31, 2026 by June 5, 2026, as stated in the notification.

Does the 12b-25 notice say the delay is due to audit issues?

Yes. The notice explains consolidation took longer because several acquired entities were unaudited, and the company engaged new auditors, which contributed to the inability to file timely without unreasonable effort or expense.

Who signed the Form 12b-25 for Olenox (OLOX)?

The notice was signed by Michael McLaren, Chief Executive Officer, with the filing date shown as May 18, 2026, certifying the company caused the notification to be filed on its behalf.