Form 8-K/A

8-K/A — OLENOX INDUSTRIES INC.

Accession: 0001213900-26-105957

Filed: 2026-10-02

Period: 2026-05-26

CIK: 0001023994

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0307291-8ka2_olenox.htm (Primary)

EX-99.3 — REVISED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (ea030729101ex99-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 2 TO FORM 8-K

8-K/A (Primary)

Filename: ea0307291-8ka2_olenox.htm · Sequence: 1

true

0001023994

2026-05-26

iso4217:USD

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K/A

(Amendment

No. 2)

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 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. ☐

Explanatory Note

On May 28, 2026, Olenox Industries, Inc. (the

“Company”), a Delaware corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that on

May 26, 2026, 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.

August 11, 2026, the Company filed an amendment to the Initial Report on Form 8-K/A (the “Amendment No. 1”), supplementing

and amending the Initial Report to provide financial statements of CS Digital, and the pro forma financial statements of the Company

required by Item 9.01 of Form 8-K. No other modifications to the Initial Report were made by Amendment No. 1.

This Current Report on Form 8-K/A (this “Amendment

No. 2”) amends and supplements the Initial Report and the Amendment No. 1 to correct a couple drafting errors in the unaudited pro

forma condensed combined financial information filed as Exhibit 99.3 to the Amendment No. 1 (the “Pro Forma Statements”),

namely (i) the Series E Preferred Stock issued to CS Digital under the Purchase Agreement was incorrectly referenced as “Series

D Preferred Stock” in the Pro Forma Statements, and (ii) the earnout thresholds in the Purchase Agreement, as amended, were incorrectly

stated in Note 2 to the Pro Forma Statements. This Amendment No. 2 corrects these drafting errors. No other modifications to the Initial

Report or Amendment No. 1 are being made by this Amendment No. 2. This Amendment No. 2 should be read in connection with the Initial Report

and Amendment No. 1, which provides a more complete description of the Purchase Agreement and transactions contemplated thereby.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of CS Digital

The audited financial statements of CS Digital

for the years ended December 31, 2025 and 2024, together with the related notes to the financial statements, are included as Exhibit 99.1

to this Current Report.

The unaudited financial statements of CS Digital

for the three months ended March 31, 2026 and 2025, together with the related unaudited notes to the financial statements, are included

as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

(b)

Revised Pro Forma Financial Information.

The revised unaudited pro forma consolidated financial

statements of the Company for the three months ended March 31, 2026, and for the year ended December 31, 2025, are included as Exhibit

99.3 to this Current Report and are incorporated herein by reference.

The revised pro forma financial information included

in this Amendment No.2 has been presented for informational purposes only and is not necessarily indicative of the consolidated financial

position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant

to be indicative of any anticipated consolidated financial position or future results of operations that the Company will experience after

the acquisition. The pro forma financial information is subject to a full valuation report to be completed by the Company according to

ASC 805.

(d)

Exhibits

99.1(1)

Audited Annual Financial Statements of CS Digital Ventures, LLC for the Years Ended December 31, 2025 and 2024

99.2(1)

Unaudited Financial Statements of CS Digital Ventures, LLC for the Three Months Ended March 31, 2026 and 2025

99.3*

Revised Unaudited Pro Forma Consolidated Financial Information

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

(1) Incorporated by reference from the Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on August 11, 2026.

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: October 1, 2026

By:

/s/

Michael McLaren

Name: Michael McLaren

Title: Chief Executive

Officer

EX-99.3 — REVISED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

EX-99.3

Filename: ea030729101ex99-3.htm · Sequence: 2

Exhibit 99.3

REVISED OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

INTRODUCTION

On May 26, 2026, Olenox Industries Inc. (the “Company”

or “Olenox”) completed its acquisition of CS Digital Ventures LLC (“CS Digital”) pursuant to the Purchase Agreement

(the “Acquisition”). The aggregate consideration payable by the Company consists of (i) US$30,000,000 in upfront consideration

payable at closing, comprised of US$14,000,000 in newly issued shares of the Company’s Series E Preferred Stock, being 140,000 shares

issued at a stated value of $100.00 per share and a US$16,000,000 unsecured promissory note issued to the Sellers (the “Seller Note”),

(ii) warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock in three equal tranches of 500,000 shares each

at exercise prices of $5.00, $7.00 and $9.00 per share (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 cumulative

revenue and cumulative Adjusted EBITDA of CS Digital.

The following unaudited pro forma condensed combined financial information

has been prepared in accordance with Article 11 of Regulation S-X. The Company is a smaller reporting company and prepares this information

pursuant to Rule 8-05 of Regulation S-X, which requires compliance with Rules 11-01 through 11-03 and permits the information to be condensed

pursuant to Rule 8-03(a).

The unaudited pro forma condensed combined balance sheet as of March

31, 2026 gives effect to the Acquisition as if it had occurred on March 31, 2026. The unaudited pro forma condensed combined statements

of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the Acquisition as if

it had occurred on January 1, 2025, the first day of the earliest period presented.

The unaudited pro forma condensed combined financial information is

presented for illustrative purposes only. It is not necessarily indicative of the operating results or financial position that would have

been achieved had the Acquisition been completed on the dates indicated, and it does not purport to project the future operating results

or financial position of the combined company.

This information should be read together with the Company’s audited

consolidated financial statements and related notes for the year ended December 31, 2025, the Company’s unaudited condensed consolidated

financial statements for the three months ended March 31, 2026, and the historical financial statements of CS Digital filed as Exhibits

99.1 and 99.2 to this Current Report on Form 8-K/A.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE

SHEET

AS OF MARCH 31, 2026

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Assets

Current assets:

Cash and cash equivalents

30,883

1,862,219

—

1,893,102

Accounts receivable, net

305,282

—

305,282

Digital assets

—

631,615

—

631,615

Contract assets

103,736

—

103,736

Inventories

329,978

—

329,978

Prepaid expenses and other current assets

447,039

4,073

—

451,112

Total current assets

1,216,918

2,497,907

—

3,714,825

Non-current assets:

Oil and gas assets, full cost accounting, net

3,923,164

—

3,923,164

Property, plant and equipment, net

4,672,024

27,264,074

—

31,936,098

Project development costs and other non-current assets

340,744

—

340,744

Right-of-use asset, net

218,934

—

218,934

Intangible assets, net

5,579,563

—

5,579,563

Goodwill

17,449,429

—

20,771,093

4(a)

38,220,522

Certificate of deposit, restricted

2,000,000

—

2,000,000

Security deposits and other non-current assets

—

2,274,534

—

2,274,534

Total non-current assets

34,183,858

29,538,608

20,771,093

84,493,559

Total Assets

35,400,776

32,036,515

20,771,093

88,208,384

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

12,750,723

692,366

—

13,443,089

Contract liabilities and deferred revenue

945,964

—

945,964

Lease liability, current maturities

179,476

—

179,476

Due to affiliates

1,242,772

—

1,242,772

Line of credit

2,001,667

—

2,001,667

Derivative liabilities

72,157

—

72,157

Convertible notes payable

1,125,000

—

1,125,000

Current portion of long-term notes payable

4,866,664

—

4,866,664

Short term notes payable, net

1,464,612

—

1,464,612

Total current liabilities

24,649,035

692,366

—

25,341,401

Long-term notes payable, net of current portion

636,904

—

636,904

Seller Note payable

—

16,000,000

4(b)

16,000,000

Contingent consideration liability

—

15,399,703

4(c)

15,399,703

Warrant liability

—

Deferred tax liability

—

Lease liability, net of current maturities

56,501

—

56,501

Asset retirement obligations

1,871,180

—

1,871,180

Total liabilities

27,213,620

692,366

31,399,703

59,305,689

Stockholders’ equity:

Series A Preferred stock

3,809,640

—

3,809,640

Series B Preferred stock

2,084

—

2,084

Series C Preferred stock

4,589

—

4,589

Series E Preferred Stock

—

140,000

4(b)

140,000

Common stock

10,002

—

10,002

Additional paid-in capital

124,471,234

—

20,575,540

4(b)

145,046,774

Treasury stock, at cost

(92,396 )

—

(92,396 )

Accumulated deficit

(120,017,997 )

—

(120,017,997 )

Members’ equity — CS Digital Ventures LLC

—

31,344,150

(31,344,150 )

4(a)

—

Total stockholders’ equity

8,187,156

31,344,150

(10,628,610 )

28,902,696

Total Liabilities and Stockholders’ Equity

35,400,776

32,036,515

20,771,093

88,208,384

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Revenue:

Revenues, net

2,952,578

20,634,274

—

23,586,852

Cost of revenues

7,243,081

15,422,437

—

22,665,518

Gross profit (loss)

(4,290,503 )

5,211,837

—

921,334

Operating expenses:

Payroll and related expenses

2,775,864

562,668

—

3,338,532

General and administrative expenses

6,617,372

5,043,960

—

11,661,332

Impairment loss

—

Marketing and business development expense

384,602

170,610

—

555,212

Transaction costs

—

Total operating expenses

9,777,838

5,777,238

—

15,555,076

Loss from operations

(14,068,341 )

(565,401 )

—

(14,633,742 )

Other income (expense):

Interest expense

(2,904,992 )

(1,380,750 )

(219,250 )

4(b)(d)

(4,504,992 )

Gain (loss) on debt extinguishment, net

(4,648,282 )

—

(4,648,282 )

Legal settlement

2,000,000

—

2,000,000

Change in fair value of derivatives

2,538,248

—

2,538,248

Loss on initial recognition of derivatives

(4,275,231 )

—

(4,275,231 )

Gain on settlement of derivatives

2,253,638

—

2,253,638

Other income

284,770

297,352

—

582,122

Total other income (expense)

(4,751,849 )

(1,083,399 )

(219,250 )

(6,054,497 )

Loss before income taxes

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Provision for (benefit from) income taxes

—

Net loss from continuing operations

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Series E Preferred Stock dividends and accretion

—

Net loss from continuing operations attributable to common stockholders

(18,820,190 )

(1,648,799 )

(219,250 )

(20,688,239 )

Weighted average common shares outstanding — basic and diluted

113,908

Net loss per share from continuing operations — basic and diluted

(165.22 )

(181.62 )

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT

OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Olenox Industries Inc. (Historical)

CS Digital Ventures LLC (Historical)

Transaction Accounting Adjustments

Note

Pro Forma Combined

Revenue:

Revenues, net

285,313

3,981,070

—

4,266,383

Cost of revenues

486,146

3,544,315

—

4,030,461

Gross profit (loss)

(200,833 )

436,755

—

235,922

Operating expenses:

Payroll and related expenses

692,380

183,783

—

876,163

General and administrative expenses

1,908,492

404,622

—

2,313,114

Impairment loss

—

Marketing and business development expense

81,409

62,745

—

144,154

Transaction costs

—

Total operating expenses

2,682,281

651,150

—

3,333,431

Loss from operations

(2,883,114 )

(214,395 )

—

(3,097,509 )

Other income (expense):

Interest expense

(365,757 )

(398,361 )

(1,639 )

4(b)(d)

(765,757 )

Gain (loss) on debt extinguishment, net

583,726

—

583,726

Legal settlement

—

Change in fair value of derivatives

(1,355 )

—

(1,355 )

Loss on initial recognition of derivatives

—

Gain on settlement of derivatives

—

Other income

776

(357,508 )

—

(356,732 )

Total other income (expense)

217,390

(755,869 )

(1,639 )

(540,118 )

Loss before income taxes

(2,665,724 )

(970,265 )

(1,639 )

(3,637,628 )

Provision for (benefit from) income taxes

—

Net loss from continuing operations

(2,665,724 )

(970,265 )

(1,639 )

(3,637,628 )

Deemed dividend for preferred shareholders

395,967

—

395,967

Net loss from continuing operations attributable to common stockholders

(3,061,691 )

(970,265 )

(1,639 )

(4,033,595 )

Weighted average common shares outstanding — basic and diluted

698,387

Net loss per share from continuing operations — basic and diluted

(4.38 )

(5.78 )

See the accompanying notes to the unaudited pro forma condensed

combined financial information.

OLENOX INDUSTRIES INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

NOTE 1 — BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is presented pursuant to Rule 8-05 of Regulation

S-X applicable to smaller reporting companies. The Acquisition is accounted for as a business combination using the acquisition method

of accounting in accordance with ASC 805, Business Combinations, with Olenox identified as the accounting acquirer.

Under the acquisition method, the total consideration

transferred is measured at acquisition-date fair value and allocated to the identifiable assets acquired and liabilities assumed based

on their acquisition-date fair values, with any excess recorded as goodwill. Pro forma adjustments reflect only transaction accounting

adjustments.

The historical financial information of CS Digital

for the year ended December 31, 2025 was derived from its audited financial statements as of and for the years ended December 31, 2025.

CS Digital is a limited liability company and recorded no provision for income taxes.

NOTE 2 — CONSIDERATION TRANSFERRED

The fair value of the consideration transferred at the May 26, 2026

acquisition date is as follows:

Series E Preferred Stock issued (140,000 shares at $100.00 stated value)

$ 14,000,000

Seller Note

16,000,000

Warrants to purchase 1,500,000 shares of common stock

6,715,540

Contingent consideration — Earnout Shares

15,399,703

Total consideration transferred

$ 52,115,243

The Warrants were valued using the Black-Scholes-Merton

model as of the acquisition date, using the quoted closing price of the Company’s common stock of $4.90, expected volatility of 156.10%

derived from the five years of realized volatility ended on the measurement date, a risk-free rate of 4.19%, no expected dividend yield,

and the five-year contractual term of the instruments. Because the Warrants were issued as consideration transferred in a business combination,

they are measured at fair value under ASC 805-30-30-7 and ASC 820 rather than as share-based compensation, and the contractual term is

used consistent with the market participant perspective required by ASC 820-10-35-9. The Warrants are equity classified under ASC 815-40

and are not subsequently remeasured.

The Earnout Shares comprise up to $20,000,000 of Series E Preferred

Stock issuable on the achievement of two milestones, $10,000,000 of Series E Preferred Stock upon each of the following: (i) cumulative

revenue of CS Digital of $5,000,000, and (ii) cumulative Adjusted EBITDA of CS Digital of $6,000,000. The arrangement contains no expiry,

and the related shares remain issuable whenever a threshold is reached.

NOTE 3 — PRELIMINARY PURCHASE PRICE ALLOCATION

The consideration transferred has been allocated on a preliminary basis

to the identifiable assets acquired and liabilities assumed based on their carrying amounts at the May 26, 2026 acquisition date, which

the Company has used as a proxy for fair value pending completion of its valuation procedures.

Cash and cash equivalents

$ 514,751

Prepaid expenses

35,240

Cryptocurrency holdings

1,296,413

Property and equipment, net

26,651,059

Security deposits and other non-current assets

2,274,534

Total identifiable assets acquired

30,771,997

Accounts payable and accrued expenses

(106,895 )

Total liabilities assumed

(106,895 )

Net identifiable assets acquired

30,665,102

Goodwill

$ 21,450,140

The purchase price allocation is preliminary and

incomplete. The Company has not completed the valuations required to determine the acquisition-date fair values of the acquired digital

assets, the acquired bitcoin mining equipment, or any identifiable intangible assets, nor has it completed its assessment of the income

tax consequences of the Acquisition or the fair value of the consideration transferred. The Company expects to finalize the allocation

within the measurement period, which will not exceed one year from the acquisition date. The final amounts recorded may differ materially

from those presented, and any such difference would change goodwill and, where an amortizable or depreciable asset is recognized, the

pro forma statements of operations.

NOTE 4 — PRO FORMA ADJUSTMENTS

(a)

To record the preliminary allocation of

the consideration transferred, comprising the recognition of goodwill of $20,771,093 measured as of the pro forma balance sheet date and

the elimination of the members’ equity of CS Digital of $31,344,150.

(b) To record the issuance of 140,000 shares of Series E Preferred Stock at a stated value of $100.00 per share, recorded as $140,000 of par value and $13,860,000 within additional paid-in capital, and

the Seller Notes of $16,000,000, in each case as consideration, and the related pro forma interest expense on the Seller Note of $1,600,000

for the year ended December 31, 2025 and $400,000 for the three months ended March 31, 2026. The Seller Note bears interest at 10.0%

per annum, is payable interest-only commencing 90 days after closing, and matures with all principal and remaining interest due on May

26, 2029. The Seller Note is recorded at its face amount, the stated rate having been determined to approximate a market rate.

capital and the Earnout Shares of $15,399,703 as a contingent consideration liability. The Earnout Shares represent an obligation that

the Company may settle by issuing a variable number of its own equity shares for an amount based on a fixed monetary value, and are classified

as a liability. Subsequent changes in the fair value of the contingent consideration will be recognized in earnings; no such changes

are reflected in the pro forma statements of operations.

(e) Transaction costs incurred in connection with the Acquisition

are expensed as incurred in accordance with ASC 805-10-25-23. No amount is reflected in the pro forma statements of operations beyond

the amounts already recognized in the historical statements.

(f) To record the income tax effect of the pro forma adjustments.

CS Digital is a limited liability company that recorded no historical tax provision because its net earnings or losses are reported by

its members. An effective rate of 0% has therefore been applied.

(g) No incremental depreciation has been recorded, as no fair value

adjustments to the acquired property and equipment has been determined. CS Digital’s bitcoin mining equipment is carried at $26,651,059

net of accumulated depreciation of $10,495,248 at the acquisition date.

(h) No amortization has been recorded, as no identifiable intangible

assets have been recognized separately from goodwill as the valuation of remains incomplete.

NOTE 5 — NON-RECURRING ITEMS

Rule 11-02(a)(11)(i) requires disclosure of material non-recurring

items included in the pro forma statements of operations that will not recur beyond twelve months following the Acquisition. The pro forma

statement of operations for the year ended December 31, 2025 includes the following amounts of the Company that are not expected to recur:

a loss on debt extinguishment of $4,648,282, a legal settlement gain of $2,000,000, a loss on initial recognition of derivatives of $4,275,231,

a gain on settlement of derivatives of $2,253,638 and a change in the fair value of derivatives of $2,538,248. The pro forma statement

of operations for the three months ended March 31, 2026 includes a net gain on debt extinguishment of $583,726 that is not expected to

recur.

NOTE 6 — PRO FORMA NET LOSS PER SHARE

Pro forma basic and diluted net loss per share

from continuing operations has been calculated using the Company’s historical weighted average common shares outstanding, as the consideration

transferred consists of Series E Preferred Stock, a promissory note and warrants rather than common stock. The Warrants and the Series

E Preferred Stock have been excluded from the computation of diluted net loss per share because their effect would be anti-dilutive in

a period of net loss; basic and diluted amounts are therefore identical.

Year ended December 31, 2025

Pro forma net loss from continuing operations attributable to common stockholders

$ (20,688,239 )

Weighted average common shares outstanding — basic and diluted

113,908

Pro forma net loss per share — basic and diluted

$ (181.62 )

Three months ended March 31, 2026

Pro forma net loss from continuing operations attributable to common stockholders

$ (4,033,595 )

Weighted average common shares outstanding — basic and diluted

698,387

Pro forma net loss per share — basic and diluted

$ (5.78 )

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Cover

May 26, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

On May 28, 2026, Olenox Industries, Inc. (the

“Company”), a Delaware corporation, filed a Current Report on Form 8-K (the “Initial Report”) to report that on

May 26, 2026, 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.

Document Period End Date

May 26, 2026

Entity File Number

001-38037

Entity Registrant Name

OLENOX INDUSTRIES INC.

Entity Central Index Key

0001023994

Entity Tax Identification Number

95-4463937

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1207 N. FM 3083 Bldg. C

Entity Address, City or Town

Conroe

Entity Address, State or Province

Entity Address, Postal Zip Code

77304

City Area Code

936

Local Phone Number

323-6332

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Common Stock, par value $0.01

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OLOX

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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