UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 163, 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, Building C N FM 3083 Rd E

Conroe, TX 77304

(Address of Principal Executive Offices, Zip Code)

Not Applicable

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 646-240-4235

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 $0.001		SGBX		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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Membership~~On ~~Interest~~July ~~Purchase~~3, 2026, Olenox Industries, Inc., a Delaware corporation (the “Company”), entered into a Stock Exchange Agreement (the “Exchange Agreement”) with Psylinks Neurotech Corp., an Alberta corporation (“Psylinks”), and the shareholders of Psylinks listed on the signature pages thereto (collectively, the “Sellers”). Pursuant to the Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of stock of Psylinks (the “Acquisition”) on the same date.

OnPursuant ~~June~~to ~~16,~~the ~~2026,~~Exchange ~~Olenox Industries Inc.~~Agreement, athe ~~Delaware~~aggregate ~~corporation~~consideration ~~(the~~payable ~~“Company”),~~by ~~entered~~the ~~into~~company anto ~~Amended~~the ~~and~~Sellers ~~Restated~~by ~~Membership~~the ~~Interest~~Company ~~Purchase Agreement~~ (the “~~Amended~~ Purchase ~~Agreement~~Price”) ~~with~~consists CSof ~~Digital Ventures~~US$500,000 ~~LLC,~~in arestricted shares ~~Delaware~~of ~~limited~~the ~~liability~~Company’s ~~company~~common ~~(“CS Digital”)~~stock, ~~the~~par ~~members of~~value CS$0.001 ~~Digital~~per ~~listed~~share ~~on the signature page thereto~~ (~~collectively,~~ the “~~Sellers~~Common Stock”), ~~and~~at ~~Bernardo~~an ~~Schucman,~~agreed inupon ~~his~~value ~~capacity~~of asUS$4.80 ~~the~~per ~~seller~~share ~~representative~~such (that the ~~“Seller~~Sellers ~~Representative”).~~shall, ~~The~~collectively, ~~Amended~~be ~~Purchase~~issued ~~Agreement~~104,166 ~~was~~shares ~~entered~~of ~~into~~Common asStock. anPursuant ~~amendment~~ to the ~~Membership~~Exchange ~~Interest~~Agreement, ~~Purchase~~the Company ~~Agreement~~shall ~~executed~~hire onPsylinks’ orkey ~~about~~employees; ~~between~~Dr. ~~the~~Ford ~~Company~~Burles, ~~CS Digital~~PhD, ~~and~~as the ~~Sellers, the~~ Company’s ~~acquired 100%~~VP of ~~the~~Product ~~issued~~Development and ~~outstanding~~Dr. ~~membership~~Michael McLaren-Gradinaru, ~~interests~~PhD, ofas ~~CS Digital (~~the ~~“Acquisition”)~~Company’s onVP ~~the~~of ~~same date~~Technology.

The Exchange Agreement contains customary non-competition and non-solicitation covenants applicable to each of the Sellers for a period of two (2) years following the closing date, subject to certain limited exceptions set forth in the Exchange Agreement. The Exchange Agreement contains customary representations, warranties, covenants, and indemnification provisions. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation, or extension thereof) plus 60 days.

OnPursuant ~~June~~to ~~16, 2026,~~ the ~~Company~~Exchange ~~entered~~Agreement, ~~into~~ an indemnifying ~~exchange~~party ~~agreement~~shall ~~(the~~not ~~“Exchange~~be ~~Agreement”)~~liable ~~with~~to ~~the~~an ~~holders~~indemnified ofparty ~~the~~for ~~Company’s~~indemnification ~~Series~~until Dthe ~~Preferred~~aggregate ~~shares~~amount of ~~stock~~all ~~(the “Series~~losses Din ~~Preferred~~respect ~~Stock”),~~of ~~listed~~indemnification exceeds ~~on the signature page thereto (collectively~~$50,000 (the “~~Holders~~Deductible”)~~. Pursuant to the Exchange Agreement and as part of the transactions contemplated by the Amended Purchase Agreement executed concurrently by the Holders~~, ~~the~~ ~~Holders~~in ~~will~~which ~~surrender~~event to the ~~Company~~indemnifying ~~all~~party ofshall ~~the~~only ~~Holders’~~be ~~right,~~required ~~title, and interest in and~~ to ~~their~~pay ~~Series~~or Dbe ~~Preferred~~liable ~~Stock identified~~for ~~on Schedule I of the Exchange Agreement, and~~ losses in ~~exchange~~excess ~~the Company shall issue an equal number~~ of ~~shares of Series E Preferred Stock (~~the ~~“Series E Preferred Stock”)~~Deductible. ~~Immediately~~In ~~following~~addition, the ~~exchange~~aggregate amount of ~~the~~all ~~Series~~losses ~~D Preferred Stock~~ for which the ~~Series E~~Sellers ~~Preferred Stock, every share of Series D Preferred Stock~~ shall be ~~deemed~~liable, ~~cancelled~~arising ~~and~~out ~~retired~~of ~~and shall no longer be outstanding. The~~or ~~Series~~resulting Efrom ~~Preferred~~any ~~Stock~~breach ~~shall~~of ~~have~~or ~~the~~inaccuracy ~~rights,~~in ~~preferences,~~any ~~and~~representation ~~privileges~~or warranty set ~~fort~~forth in the ~~Certificate~~Exchange ofAgreement ~~Designation~~shall ofnot ~~Series~~exceed ~~E Convertible~~fifty ~~Preferred~~percent ~~Stock,~~(50%) ~~filed~~of ~~with~~ the ~~Delaware~~dollar ~~Secretary~~amount of ~~State~~the onPurchase ~~or about June 17, 2026~~Price.

~~Aggregate Consideration.~~ The ~~aggregate consideration~~Acquisition ~~payable~~may byconstitute ~~the~~a ~~Company~~related party transaction under ~~the~~applicable ~~Amended~~SEC ~~Purchase~~rules ~~Agreement~~due ~~consists~~to ~~of:~~a ~~(i)~~familial ~~US$30,000,000~~relation inbetween ~~upfront~~one ~~consideration, payable at closing, comprised~~ of ~~(a)~~the ~~US$14,000,000~~Sellers inand ~~newly issued shares of~~ the Company’s ~~Series E Preferred Stock, par value $1~~Chairman.00 ~~per~~Accordingly, ~~share (~~the ~~“Series~~Exchange EAgreement ~~Preferred~~was ~~Stock”),~~reviewed ~~issued at a stated value of $100.00 per share,~~ and ~~(b)~~approved ~~US$16,000,000 in the form of an unsecured promissory note issued~~ by the Company ~~to the Sellers (the “Seller Note”); (ii) warrants to purchase an aggregate of 1,500,000 shares of the Company~~’s ~~common~~Board ~~stock, par value $0.01 per share (the “Common Stock”), comprised~~ of ~~three equal~~Directors ~~tranches~~prior ofto ~~500,000~~its ~~shares each, with exercise prices of $5~~execution.~~00,~~ ~~$7.00~~Chairman ~~and~~Michael ~~$9.00 per share, respectively (collectively, the “Warrants”);~~McLaren ~~and~~abstained ~~(iii)~~from ~~up to an additional US$20,000,000 in shares of Series E Preferred Stock (~~the ~~“Earnout~~Board ~~Shares”), issuable upon the achievement~~ of ~~two~~Directors ~~post-closing milestones tied to (A) cumulative revenue and (B) cumulative Adjusted EBITDA of CS Digital, in each case as further described in the Amended Purchase Agreement~~vote.

~~Conversion~~The ~~Gate;~~foregoing ~~Stockholder~~description ~~Approval. No shares~~ of ~~Series E Preferred Stock shall be convertible into Common Stock to~~ the ~~extent~~Exchange ~~that,~~Agreement does ~~after~~not ~~giving~~purport ~~effect~~ to ~~such~~be ~~issuance, the~~complete ~~aggregate~~and ~~number~~is ofqualified ~~shares~~in ofits ~~Common~~entirety ~~Stock~~by ~~issued~~reference ~~or issuable pursuant~~ to ~~(i)~~ the ~~conversion~~full text of the ~~Series~~Exchange ~~E Preferred Stock~~Agreement, ~~(ii) the~~a ~~exercise~~copy of ~~any warrants issued in connection with the issuance of the Series E Preferred Stock, or (iii) the exercise, conversion~~which oris ~~exchange~~filed oras ~~any~~Exhibit ~~other~~2.1 ~~securities issued in the same financing transaction or any related transaction that are required~~ to bethis ~~aggregated pursuant~~Current toReport ~~Nasdaq~~on ~~Listing~~Form ~~Rule~~8-K ~~5636(d)~~and ~~(or~~incorporated ~~any~~herein ~~successor~~by ~~rule), which would exceed 19~~reference.9% ofThe ~~the~~schedules ~~Company’s~~and ~~outstanding~~certain ~~shares~~exhibits ~~of Common Stock immediately prior~~ to the ~~closing of such financing (the “Exchange Cap”). The Amended~~ Purchase Agreement ~~provides that~~have ~~the~~been ~~Company~~omitted ~~shall~~pursuant ~~use its best efforts~~ to ~~convene~~Item ~~a meeting of its stockholders to seek the requisite approval of the Company’s stockholders, as required under applicable rules of The Nasdaq Stock Market LLC~~ 601(~~“Nasdaq”~~a)~~, including Listing Rule 5635~~ (~~the “Stockholder Approval”~~5) ~~to allow the conversion~~ of ~~Series~~Regulation ES-K. ~~Preferred~~The ~~Stock~~Company ~~into~~hereby ~~Common~~agrees ~~Stock and/or the exercise of Warrants~~ to ~~exceed~~furnish ~~the Exchange Cap, within ninety (90) days after the closing and, if the Stockholder Approval is not obtained at such meeting,~~supplementally ~~to convene~~ a ~~meeting~~copy of ~~stockholders every three months thereafter until the Stockholder Approval is obtained. The failure to obtain Stockholder Approval will not give rise to~~ any ~~increase~~omitted inschedule ~~the stated value of, accrual of dividends~~ or ~~interest~~exhibit ~~on, redemption right with respect~~ to, ~~decrease in~~ the ~~conversion~~SEC ~~price~~upon ~~of, or any other economic consequence favorable to the holders of, the Series E Preferred Stock or the Warrants~~request.

Beneficial Ownership Limitation. Conversion of the Series E Preferred Stock and exercise of the Warrants are further subject to a beneficial ownership limitation pursuant to which no holder, together with such holder’s attribution parties, may convert or exercise such securities to the extent it would result in such holder, together with such holder’s attribution parties, beneficially owning in excess of 19.9% of the outstanding Common Stock or voting power of the Company.

Registration Rights. Within sixty (60) days following the date the Company obtains the Stockholder Approval, the Company has agreed to file a shelf registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable upon conversion of the Series E Preferred Stock, and to use best efforts to cause such registration statement to be declared effective as soon as reasonably practicable thereafter, subject to customary suspension and deferral rights of the Company.

Non-Competition and Non-Solicitation. The Amended Purchase Agreement contains customary non-competition and non-solicitation covenants applicable to each of Bernardo Schucman and Shanti Cillo (the “Principal Sellers”) for a period of two (2) years following the closing date, subject to certain limited exceptions set forth in the Amended Purchase Agreement, including continued ownership of, and service as a board member, manager or consultant to, certain entities specifically identified therein.

Representations, Warranties and Indemnification. The Amended Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. Indemnification claims based on breaches of representations and warranties are generally subject to an eighteen (18) month survival period, a $100,000 basket and a $10 million cap, subject to customary exceptions for fundamental representations, certain tax-related matters and fraud.

The foregoing descriptions of the Amended Purchase Agreement and Exchange Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Purchase Agreement, a copy of which is filed as Exhibit 2.1 and Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The schedules and certain exhibits to the Amended Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Seller Note

In connection with the closing of the Acquisition, the Company issued the Seller Note to the Sellers in the aggregate principal amount of US$16,000,000. The Seller Note is unsecured. The Seller Note contains customary terms, including with respect to interest, maturity, prepayment, events of default and remedies, all as set forth in the form of Seller Note filed as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Warrants

In connection with the closing of the Acquisition, the Company issued the Warrants to the Sellers. The Warrants entitle the holders thereof to purchase an aggregate of 1,500,000 shares of Common Stock, comprised of three equal tranches of 500,000 shares each with exercise prices of $5.00, $7.00 and $9.00 per share, respectively. The Warrants are not exercisable into Common Stock prior to receipt of the Stockholder Approval. Additional terms of the Warrants, including expiration, cashless exercise provisions, and customary adjustment provisions for stock splits and similar events, are set forth in the form of Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Certificate of Designation

In connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series E Preferred Stock with the Secretary of State of the State of Delaware. See Item 5.03 of this Current Report on Form 8-K, the disclosure under which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. On ~~June~~July 163, 2026, the Company completed the Acquisition of 100% of the issued and outstanding ~~membership~~shares ~~interests~~ of CSstock ~~Digital~~of ~~pursuant to the Amended Purchase Agreement~~Psylinks. As a result of the closing of the Acquisition, CSPsylinks ~~Digital~~ became a wholly owned subsidiary of the Company.

CSPsylinks ~~Digital~~ is a ~~digital~~neurotechnology ~~infrastructure~~and ~~company~~applied intelligence ~~focused~~company ondeveloping ~~the~~platforms ~~development~~that help people and ~~operation~~organizations ofbetter ~~energy-intensive~~understand, ~~data~~measure, ~~centers~~and improve systems and cognitive performance, combining ~~including~~neuroscience, ~~bitcoin~~multimodal ~~mining~~sensing, signal processing, machine learning, AI, and ~~high~~closed-~~density~~loop ~~compute~~feedback ~~deployments.~~to turn complex brain, body, Ascomputer, ofand ~~the~~environmental ~~closing~~data ~~date~~into practical insight and adaptive support, CSworking ~~Digital~~across ~~had~~research, ~~approximately~~human 35performance, ~~megawatts~~simulation, defense, ofindustrial, ~~installed~~and ~~power~~clinical-adjacent ~~capacity~~settings, ~~currently~~with ina ~~operation~~broader mission to build technologies that connect real-world data to better decisions, training, and performance outcomes.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Seller Note is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the closing of the Acquisition, the Company issued to the Sellers, as ~~partial~~ consideration for the ~~membership~~shares ~~interests~~ of CSstock ~~Digital~~of Psylinks, ~~(i)~~ shares of ~~Series~~Common ~~E Preferred~~ Stock having an ~~aggregate~~a ~~stated~~ value of US$14500,000~~,000~~. The issuance of the Common Stock at closing were and will be made in reliance on the exemption from registration provided by Section 4(iia)(2) of the ~~Warrants.~~Securities ~~The~~Act ~~Earnout~~of ~~Shares~~1933, ~~when~~as amended (the “Securities Act”), and ifRule ~~issued~~506(b) of Regulation D promulgated thereunder, as ~~will~~transactions beby ~~issued~~an issuer not involving any public offering. Each Seller represented to the ~~Sellers~~Company that it is an “accredited investor” as ~~additional~~defined ~~consideration~~in ~~upon~~Rule 501(a) of Regulation D, and the ~~achievement~~shares of ~~the~~Common ~~post-closing~~Stock ~~milestones~~were ~~described~~and will be acquired for investment purposes and not with a view to, or for sale in ~~Item~~connection 1with, any distribution thereof.01 The certificates or book-entry positions evidencing the shares of Common Stock will bear customary restrictive legends.

The issuance of the Series E Preferred Stock and the Warrants at closing, and any future issuance of Earnout Shares, were and will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering. Each Seller represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D, and the Series E Preferred Stock, the Warrants and any Earnout Shares were and will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. The certificates or book-entry positions evidencing such securities, and any shares of Common Stock issued upon conversion or exercise thereof, will bear customary restrictive legends.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 17, 2026, in connection with the closing of the Acquisition, the Company filed a Certificate of Designation of Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and restrictions of the Series E Preferred Stock.

The Certificate of Designation provides, among other things, that: (i) the Series E Preferred Stock is non-voting, except as required by the Delaware General Corporation Law; (ii) no shares of Series E Preferred Stock shall be convertible into Common Stock to the extent that, after giving effect to such issuance, the aggregate number of shares of Common Stock issued or issuable pursuant to (x) the conversion of the Series E Preferred Stock, (y) the exercise of any warrants issued in connection with the issuance of the Series E Preferred Stock, or (z) the exercise, conversion or exchange or any other securities issued in the same financing transaction or any related transaction that are required to be aggregated pursuant to Nasdaq Listing Rule 5636(d) (or any successor rule), which would exceed 19.9% of the Company’s outstanding shares of Common Stock immediately prior to the closing of such financing; (iii) the conversion price applicable to the Series E Preferred Stock is fixed at $1.00 per share, which the Company has determined equals or exceeds the “Minimum Price” determined in accordance with Nasdaq Listing Rule 5635(d)(1) as of the closing date; and (iv) the Series E Preferred Stock is not subject to any redemption right, sinking fund, mandatory conversion right or price-based anti-dilution protection..

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

~~Cautionary~~This ~~Note~~Current ~~Regarding~~Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable U.S. federal securities laws. Forward-~~Looking~~looking statements include, without limitation, statements regarding the expected benefits of the Acquisition; the issuance ~~Statements~~of the shares of Common Stock, and the future business, operations and financial performance of the Company and its consolidated subsidiaries (including, following the closing, Psylinks).

~~This~~These ~~Current~~statements ~~Report~~are based on ~~Form~~current ~~8-K~~expectations and ~~contains~~assumptions ~~“forward-looking statements”~~and ~~within~~are ~~the~~subject ~~meaning~~to risks, uncertainties and other factors, many of which are outside of the ~~Private~~Company’s ~~Securities~~control, ~~Litigation~~that could ~~Reform~~cause ~~Act~~actual ofresults ~~1995~~to ~~and~~differ ~~other~~materially ~~applicable~~from ~~U.S.~~those ~~federal~~expressed ~~securities laws.~~or ~~Forward~~implied by such forward-looking statements. Such factors include, among ~~without~~others: ~~limitation,~~the ~~statements~~ability ~~regarding~~to integrate Psylinks’ operations and realize the ~~expected~~anticipated benefits of the Acquisition; the ~~issuance~~development of ~~the~~demand ~~Series~~for Eartificial ~~Preferred~~intelligence ~~Stock,~~and ~~the~~high-density ~~Seller~~compute ~~Note,~~infrastructure; ~~the~~regulatory ~~Warrants~~ and ~~any~~Nasdaq ~~Earnout~~listing ~~Shares~~developments; ~~the~~and ~~receipt of~~ the ~~Stockholder Approval permitting~~other ~~conversion~~risks ofand ~~the~~uncertainties ~~Series~~described Ein ~~Preferred~~the ~~Stock~~Company’s ~~and~~filings ~~exercise~~with of the ~~Warrants~~SEC, ~~into~~including ~~Common~~under ~~Stock;~~“Risk ~~the~~Factors” ~~filing~~in ~~and~~its ~~effectiveness~~Annual Report ofon aForm ~~registration statement~~10-K ~~covering~~and ~~the~~subsequent ~~resale~~Quarterly ofReports ~~the~~on ~~underlying~~Form ~~Common~~10-Q. ~~Stock;~~Readers ~~the~~are ~~development~~cautioned ~~and~~not ~~scaling~~to ofplace ~~off-grid,~~undue ~~gas-powered~~reliance ~~digital~~on ~~infrastructure;~~forward-looking ~~targeted~~statements, ~~power~~which ~~costs;~~speak ~~expected~~only ~~addressable~~as ~~markets,~~of ~~including~~the ~~energy-intensive~~date ~~data~~hereof. ~~center,~~The ~~artificial~~Company ~~intelligence~~undertakes ~~and~~no ~~high-density~~obligation ~~compute workloads;~~to ~~and~~update ~~the~~any ~~future~~forward-looking ~~business~~statement, ~~operations~~whether as ~~and~~a ~~financial~~result ~~performance~~ of ~~the~~new ~~Company~~information, ~~and~~future ~~its~~developments ~~consolidated~~or ~~subsidiaries (including~~otherwise, ~~following~~ ~~the~~except ~~closing,~~as CSrequired ~~Digital)~~by law.

These statements are based on current expectations and assumptions and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others: the ability to integrate CS Digital’s operations and realize the anticipated benefits of the Acquisition; the ability to service the Seller Note in accordance with its terms; the ability to obtain the Stockholder Approval required to permit conversion of the Series E Preferred Stock and exercise of the Warrants into Common Stock under applicable Nasdaq listing rules; the ability of CS Digital to achieve the operational and financial milestones underlying the Earnout Shares; volatility in commodity prices, including natural gas and electricity; variability in customer demand and pricing for compute services; the development of demand for artificial intelligence and high-density compute infrastructure; regulatory and Nasdaq listing developments; and the other risks and uncertainties described in the Company’s filings with the SEC, including under “Risk Factors” in its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.2

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
2.1*		~~Amended~~Share ~~Membership~~Exchange ~~Interest Purchase~~ Agreement, dated as of ~~June~~July 163, 2026, by and among Olenox Industries Inc., CSPsylinks ~~Digital~~Neurotech ~~Ventures~~Corp., ~~LLC,~~and the ~~Members~~shareholders of CSPsylinks ~~Digital~~Neurotech ~~Ventures,~~Corp. ~~LLC~~ listed on the signature page thereto~~, and Bernardo Schucman, as Seller Representative~~
3.1		Certificate of Designation of Series E Preferred Stock of Olenox Industries Inc., filed with the Secretary of State of the State of Delaware on June 17, 2026
4.1		Form of Warrant issued by Olenox Industries Inc. to the Sellers
10.1		Form of Exchange Agreement
10.2		Form of Unsecured Promissory Note (Seller Note) issued by Olenox Industries Inc. to the Sellers
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

*	Schedules and certain exhibits to this Exhibit 2.1 have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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: 6/19/2026	By:	/s/ Michael McLaren
Dated: July 10, 2026	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Executive Officer

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