8-KFiled Aug 5, 8:00 PM ET

Olenox Industries Restates Q1–Q3 2025 Financials After Merger Valuation Error

$OLOX · OLENOX INDUSTRIES INC.

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Olenox Industries Restates Q1–Q3 2025 Financials After Merger Valuation Error

What Happened
Olenox Industries Inc. (OLOX) filed an 8-K (Item 4.02) reporting that on August 3, 2026 its authorized officers concluded that the unaudited condensed consolidated financial statements in its Form 10-Qs for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 should no longer be relied upon. The company’s independent auditors notified management they believed those quarterly statements were materially incorrect. The issue arises from the merger with New Asia Holdings, Inc. (NAHD) and an error in the acquisition-date fair value of 4,000,000 shares of Olenox Series A Preferred Stock issued as merger consideration.

Key Details

  • The acquisition-date fair value of the 4,000,000 Series A Preferred shares was determined to be $18,800,000, not the $34,569,600 originally recorded.
  • The $15,769,600 difference is an error in measurement under ASC 805 / ASC 250.
  • The correction reduces consideration transferred and goodwill by $15,769,600 and reduces the value recorded in stockholders’ equity for the Series A Preferred by the same amount.
  • The company says the correction does NOT affect net loss, net loss per share, cash flows, or working capital for the affected periods. Management is preparing amended/restated quarterly reports and will file them after independent auditor review. Olenox has asked its auditor for a letter to the SEC stating whether they agree with these disclosures; any letter will be attached to an amendment.

Why It Matters
For investors, this is a material accounting restatement tied to an acquisition valuation: the company will amend three quarterly 10-Qs and reduce reported goodwill and preferred-stock equity by $15.77M. While Olenox states the correction does not change reported net loss, EPS, cash flow or working capital for those quarters, restatements can affect transparency and require investor attention until amended filings and the auditor’s response are posted.