{"filing":{"accession_number":"0001213900-26-070375","cik":"0001023994","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","form":"8-K","filing_date":"2026-06-22","report_date":null,"primary_document":"ea0295356-8k_olenox.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026070375/ea0295356-8k_olenox.htm"},"events":[{"id":12602,"run_id":11178,"accession_number":"0001213900-26-070375","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"On June 16, 2026, Olenox Industries Inc. completed the acquisition of 100% of the issued and outstanding membership interests of CS Digital Ventures, LLC, a digital infrastructure company with 35 megawatts of installed power capacity in energy-intensive data centers and bitcoin mining operations. The transaction involved $30 million in upfront consideration ($14 million in Series E Preferred Stock and $16 million in a promissory note), warrants for 1.5 million common shares, and up to $20 million in earnout shares tied to revenue and EBITDA milestones.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9495,"accession_number":"0001213900-26-070375","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":"On June 16, 2026, Olenox Industries Inc. entered into an Amended and Restated Membership Interest Purchase Agreement to acquire 100% of the issued and outstanding membership interests of CS Digital Ventures, LLC. The transaction involves $30 million in upfront consideration (comprising $14 million in Series E Preferred Stock and $16 million in a promissory note), warrants for 1.5 million common shares, and up to $20 million in earnout shares tied to revenue and EBITDA milestones. This is a material acquisition requiring Item 1.01 disclosure and would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9496,"accession_number":"0001213900-26-070375","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 a material acquisition on June 16, 2026: Olenox Industries acquired 100% of CS Digital's membership interests pursuant to an Amended Purchase Agreement, making CS Digital a wholly owned subsidiary. CS Digital is a significant digital infrastructure company with 35 megawatts of installed power capacity in energy-intensive data centers and bitcoin mining operations, representing a material business combination that would affect investor assessment of the registrant's assets, operations, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""},{"id":9500,"accession_number":"0001213900-26-070375","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, evidenced by repeated references to \"the Acquisition,\" integration of \"CS Digital's operations,\" and the issuance of Series E Preferred Stock, Seller Note, Warrants, and Earnout Shares as acquisition consideration. The forward-looking statements explicitly address \"expected benefits of the Acquisition\" and post-closing operations of CS Digital, indicating a material M\u0026A transaction that has been entered into or is imminent.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":12603,"run_id":11178,"accession_number":"0001213900-26-070375","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"In connection with the CS Digital acquisition, Olenox issued a promissory note (Seller Note) valued at $16 million as part of the upfront acquisition consideration, creating a new direct financial obligation.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9497,"accession_number":"0001213900-26-070375","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via a \"Seller Note,\" which is incorporated by reference from Item 1.01. A seller note represents a new debt obligation and falls squarely within the debt_issuance category. The materiality is presumed given the formal 8-K disclosure and Item 2.03 filing requirement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":12604,"run_id":11178,"accession_number":"0001213900-26-070375","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Olenox issued $14 million in Series E Preferred Stock and warrants for 1.5 million common shares to the sellers of CS Digital as partial acquisition consideration, relying on Section 4(a)(2) and Rule 506(b) exemptions from registration.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9498,"accession_number":"0001213900-26-070375","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of Series E Preferred Stock valued at US$14,000,000 and Warrants to sellers as partial consideration in an acquisition, relying on Section 4(a)(2) and Rule 506(b) exemptions. This is a classic dilutive private placement tied to M\u0026A activity, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":12605,"run_id":11178,"accession_number":"0001213900-26-070375","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"Olenox filed a Certificate of Designation for Series E Preferred Stock in connection with the CS Digital acquisition closing, establishing the terms and characteristics of the preferred stock issued as acquisition consideration.","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22","form":"8-K","submitted_at":null,"items":[{"id":9499,"accession_number":"0001213900-26-070375","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes the filing of a Certificate of Designation for Series E Preferred Stock in connection with an acquisition closing. While the filing of preferred stock designations is a governance matter (amending the capital structure), the disclosure is primarily administrative and routine. The specific terms (non-voting status, conversion restrictions, fixed conversion price) are standard protective provisions for preferred stock and do not themselves constitute a material event to a reasonable investor absent context about the acquisition's materiality or the preferred stock's economic significance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":9495,"accession_number":"0001213900-26-070375","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":"On June 16, 2026, Olenox Industries Inc. entered into an Amended and Restated Membership Interest Purchase Agreement to acquire 100% of the issued and outstanding membership interests of CS Digital Ventures, LLC. The transaction involves $30 million in upfront consideration (comprising $14 million in Series E Preferred Stock and $16 million in a promissory note), warrants for 1.5 million common shares, and up to $20 million in earnout shares tied to revenue and EBITDA milestones. This is a material acquisition requiring Item 1.01 disclosure and would materially affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"},{"id":9496,"accession_number":"0001213900-26-070375","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 a material acquisition on June 16, 2026: Olenox Industries acquired 100% of CS Digital's membership interests pursuant to an Amended Purchase Agreement, making CS Digital a wholly owned subsidiary. CS Digital is a significant digital infrastructure company with 35 megawatts of installed power capacity in energy-intensive data centers and bitcoin mining operations, representing a material business combination that would affect investor assessment of the registrant's assets, operations, and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"},{"id":9497,"accession_number":"0001213900-26-070375","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses creation of a direct financial obligation via a \"Seller Note,\" which is incorporated by reference from Item 1.01. A seller note represents a new debt obligation and falls squarely within the debt_issuance category. The materiality is presumed given the formal 8-K disclosure and Item 2.03 filing requirement.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"},{"id":9498,"accession_number":"0001213900-26-070375","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of Series E Preferred Stock valued at US$14,000,000 and Warrants to sellers as partial consideration in an acquisition, relying on Section 4(a)(2) and Rule 506(b) exemptions. This is a classic dilutive private placement tied to M\u0026A activity, material to investors assessing capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"},{"id":9499,"accession_number":"0001213900-26-070375","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes the filing of a Certificate of Designation for Series E Preferred Stock in connection with an acquisition closing. While the filing of preferred stock designations is a governance matter (amending the capital structure), the disclosure is primarily administrative and routine. The specific terms (non-voting status, conversion restrictions, fixed conversion price) are standard protective provisions for preferred stock and do not themselves constitute a material event to a reasonable investor absent context about the acquisition's materiality or the preferred stock's economic significance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"},{"id":9500,"accession_number":"0001213900-26-070375","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, evidenced by repeated references to \"the Acquisition,\" integration of \"CS Digital's operations,\" and the issuance of Series E Preferred Stock, Seller Note, Warrants, and Earnout Shares as acquisition consideration. The forward-looking statements explicitly address \"expected benefits of the Acquisition\" and post-closing operations of CS Digital, indicating a material M\u0026A transaction that has been entered into or is imminent.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-22T12:01:52.111324+00:00","company_name":"OLENOX INDUSTRIES INC.","ticker":"OLOX","filing_date":"2026-06-22"}]}