{"filing":{"accession_number":"0001213900-26-061792","cik":"0001023994","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","form":"8-K","filing_date":"2026-05-28","report_date":null,"primary_document":"ea0292420-8k_olenox.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"events":[{"id":8474,"run_id":7438,"accession_number":"0001213900-26-061792","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Olenox Industries completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC on May 26, 2026, for $30 million upfront ($14 million in Series D Preferred Stock and $16 million in a promissory note), plus warrants and up to $20 million in earnout shares. CS Digital is a digital infrastructure company with 35 megawatts of operating capacity and is now a wholly owned subsidiary.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2375,"accession_number":"0001213900-26-061792","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Olenox Industries acquired 100% of the membership interests of CS Digital Ventures, LLC on May 26, 2026, for aggregate consideration of $30 million upfront (comprised of $14 million in Series D Preferred Stock and $16 million in a promissory note), plus warrants and up to $20 million in earnout shares. This is a material acquisition disclosed under Item 1.01 that would significantly affect a reasonable investor's assessment of the registrant's business, capital structure, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2376,"accession_number":"0001213900-26-061792","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of an acquisition of 100% of CS Digital's membership interests on May 26, 2026, making CS Digital a wholly owned subsidiary. This is a material acquisition of a digital infrastructure company with 35 megawatts of operating capacity, directly falling under Item 2.01 (Completion of Acquisition or Disposition of Assets) and representing a significant change of control event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2380,"accession_number":"0001213900-26-061792","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the closing of an acquisition by OLENOX INDUSTRIES INC. on May 28, 2026, announced via press release. Acquisition closings are material M\u0026A activity that would significantly affect a reasonable investor's assessment of the registrant's business, assets, and financial position, even though disclosed under Item 7.01 (Regulation FD Disclosure) rather than the more typical Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2381,"accession_number":"0001213900-26-061792","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure centers on an \"Acquisition\" of CS Digital, with material transaction components including issuance of Series D Preferred Stock, a Seller Note, Warrants, and contingent Earnout Shares. The cautionary note explicitly references \"the expected benefits of the Acquisition\" and \"the closing\" of the transaction, indicating a material M\u0026A activity that would substantially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8475,"run_id":7438,"accession_number":"0001213900-26-061792","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Olenox issued unregistered Series D Preferred Stock with an aggregate stated value of $14 million, warrants, and contingent earnout shares to the sellers of CS Digital Ventures in reliance on Section 4(a)(2) and Regulation D Rule 506(b) as partial consideration for the acquisition.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2378,"accession_number":"0001213900-26-061792","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered sale of equity securities in reliance on Section 4(a)(2) and Regulation D Rule 506(b), specifically: (i) Series D Preferred Stock with an aggregate stated value of US$14,000,000 issued at closing as partial consideration in an acquisition, (ii) Warrants, and (iii) contingent Earnout Shares. This is a classic dilutive issuance transaction involving private placement of preferred stock and warrants to sellers in an M\u0026A context, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8476,"run_id":7438,"accession_number":"0001213900-26-061792","anchor_item_number":"5.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"summary":"Olenox filed a Certificate of Designation for Series D Preferred Stock in connection with the acquisition closing, establishing a new preferred stock class with specific conversion rights, pricing mechanics tied to Nasdaq Rule 5635(d)(1), and voting restrictions subject to stockholder approval.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2379,"accession_number":"0001213900-26-061792","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses a Certificate of Designation for Series D Preferred Stock filed in connection with an acquisition closing. While Item 5.03 typically covers routine bylaw amendments, this disclosure involves material capital structure changes—creation of a new preferred stock class with specific conversion rights, pricing, and voting restrictions tied to stockholder approval. The reference to \"Minimum Price\" under Nasdaq Rule 5635(d)(1) and the conditional conversion mechanics suggest this is a material financing or M\u0026A-related equity issuance rather than a routine administrative amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8477,"run_id":7438,"accession_number":"0001213900-26-061792","anchor_item_number":"2.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"Olenox created a direct financial obligation via a Seller Note (promissory note for $16 million) issued as part of the CS Digital Ventures acquisition consideration, referenced from Item 1.01.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28","form":"8-K","submitted_at":null,"items":[{"id":2377,"accession_number":"0001213900-26-061792","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via a \"Seller Note\" referenced from Item 1.01 (M\u0026A activity). Without the full Item 1.01 text, the nature of the obligation is unclear—it could be debt incurred in an acquisition, a standalone financing arrangement, or an off-balance sheet structure. The reference to Item 1.01 suggests M\u0026A context, but Item 2.03 itself does not provide sufficient detail to confirm whether this is a material acquisition-related debt or a separate covenant-triggering obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2375,"accession_number":"0001213900-26-061792","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Olenox Industries acquired 100% of the membership interests of CS Digital Ventures, LLC on May 26, 2026, for aggregate consideration of $30 million upfront (comprised of $14 million in Series D Preferred Stock and $16 million in a promissory note), plus warrants and up to $20 million in earnout shares. This is a material acquisition disclosed under Item 1.01 that would significantly affect a reasonable investor's assessment of the registrant's business, capital structure, and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2376,"accession_number":"0001213900-26-061792","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of an acquisition of 100% of CS Digital's membership interests on May 26, 2026, making CS Digital a wholly owned subsidiary. This is a material acquisition of a digital infrastructure company with 35 megawatts of operating capacity, directly falling under Item 2.01 (Completion of Acquisition or Disposition of Assets) and representing a significant change of control event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2377,"accession_number":"0001213900-26-061792","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via a \"Seller Note\" referenced from Item 1.01 (M\u0026A activity). Without the full Item 1.01 text, the nature of the obligation is unclear—it could be debt incurred in an acquisition, a standalone financing arrangement, or an off-balance sheet structure. The reference to Item 1.01 suggests M\u0026A context, but Item 2.03 itself does not provide sufficient detail to confirm whether this is a material acquisition-related debt or a separate covenant-triggering obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2378,"accession_number":"0001213900-26-061792","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"The filing discloses an unregistered sale of equity securities in reliance on Section 4(a)(2) and Regulation D Rule 506(b), specifically: (i) Series D Preferred Stock with an aggregate stated value of US$14,000,000 issued at closing as partial consideration in an acquisition, (ii) Warrants, and (iii) contingent Earnout Shares. This is a classic dilutive issuance transaction involving private placement of preferred stock and warrants to sellers in an M\u0026A context, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2379,"accession_number":"0001213900-26-061792","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.72,"reasoning":"The filing discloses a Certificate of Designation for Series D Preferred Stock filed in connection with an acquisition closing. While Item 5.03 typically covers routine bylaw amendments, this disclosure involves material capital structure changes—creation of a new preferred stock class with specific conversion rights, pricing, and voting restrictions tied to stockholder approval. The reference to \"Minimum Price\" under Nasdaq Rule 5635(d)(1) and the conditional conversion mechanics suggest this is a material financing or M\u0026A-related equity issuance rather than a routine administrative amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2380,"accession_number":"0001213900-26-061792","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the closing of an acquisition by OLENOX INDUSTRIES INC. on May 28, 2026, announced via press release. Acquisition closings are material M\u0026A activity that would significantly affect a reasonable investor's assessment of the registrant's business, assets, and financial position, even though disclosed under Item 7.01 (Regulation FD Disclosure) rather than the more typical Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"},{"id":2381,"accession_number":"0001213900-26-061792","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 8.01 disclosure centers on an \"Acquisition\" of CS Digital, with material transaction components including issuance of Series D Preferred Stock, a Seller Note, Warrants, and contingent Earnout Shares. The cautionary note explicitly references \"the expected benefits of the Acquisition\" and \"the closing\" of the transaction, indicating a material M\u0026A activity that would substantially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:41:34.214651+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-05-28"}]}