{"url_path":"/sec/olox/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1023994/0001213900-26-070375-index.html","accession_number":"0001213900-26-070375","cik":"0001023994","ticker":"OLOX","issuer_name":"OLENOX INDUSTRIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1023994/0001213900-26-070375-index.html","primary_entity_key":"0001023994","primary_entity_name":"OLENOX INDUSTRIES INC."},"word_count":1389,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Membership Interest Purchase Agreement*\n\n \n\nOn June 16, 2026, Olenox Industries Inc., a Delaware\ncorporation (the “Company”), entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended\nPurchase Agreement”) with CS Digital Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members\nof CS Digital listed on the signature page thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as\nthe seller representative (the “Seller Representative”). The Amended Purchase Agreement was entered into as an amendment to\nthe Membership Interest Purchase Agreement executed on or about between the Company, CS Digital, and the Sellers, the Company acquired\n100% of the issued and outstanding membership interests of CS Digital (the “Acquisition”) on the same date.\n\n \n\n*Exchange Agreement*\n\n \n\nOn June 16, 2026, the Company entered into an\nexchange agreement (the “Exchange Agreement”) with the holders of the Company’s Series D Preferred shares of stock (the\n“Series D Preferred Stock”), listed on the signature page thereto (collectively, the “Holders”). Pursuant to the\nExchange Agreement and as part of the transactions contemplated by the Amended Purchase Agreement executed concurrently by the Holders,\nthe Holders will surrender to the Company all of the Holders’ right, title, and interest in and to their Series D Preferred Stock\nidentified on Schedule I of the Exchange Agreement, and in exchange the Company shall issue an equal number of shares of Series E Preferred\nStock (the “Series E Preferred Stock”). Immediately following the exchange of the Series D Preferred Stock for the Series\nE Preferred Stock, every share of Series D Preferred Stock shall be deemed cancelled and retired and shall no longer be outstanding. The\nSeries E Preferred Stock shall have the rights, preferences, and privileges set fort in the Certificate of Designation of Series E Convertible\nPreferred Stock, filed with the Delaware Secretary of State on or about June 17, 2026.\n\n \n\n**Aggregate Consideration.** The aggregate\nconsideration payable by the Company under the Amended Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable\nat closing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series E Preferred Stock, par value $1.00 per\nshare (the “Series E Preferred Stock”), issued at a stated value of $100.00 per share, and (b) US$16,000,000 in the form of\nan unsecured promissory note issued by the Company to the Sellers (the “Seller Note”); (ii) warrants to purchase an aggregate\nof 1,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), comprised of three\nequal tranches of 500,000 shares each, with exercise prices of $5.00, $7.00 and $9.00 per share, respectively (collectively, the “Warrants”);\nand (iii) up to an additional US$20,000,000 in shares of Series E Preferred Stock (the “Earnout Shares”), issuable upon the\nachievement of two post-closing milestones tied to (A) cumulative revenue and (B) cumulative Adjusted EBITDA of CS Digital, in each case\nas further described in the Amended Purchase Agreement.\n\n \n\n**Conversion Gate; Stockholder Approval.**\nNo shares of Series E Preferred Stock shall be convertible into Common Stock to the extent that, after giving effect to such issuance,\nthe aggregate number of shares of Common Stock issued or issuable pursuant to (i) the conversion of the Series E Preferred Stock, (ii)\nthe exercise of any warrants issued in connection with the issuance of the Series E Preferred Stock, or (iii) the exercise, conversion\nor exchange or any other securities issued in the same financing transaction or any related transaction that are required to be aggregated\npursuant to Nasdaq Listing Rule 5636(d) (or any successor rule), which would exceed 19.9% of the Company’s outstanding shares of\nCommon Stock immediately prior to the closing of such financing (the “Exchange Cap”). The Amended Purchase Agreement provides\nthat the Company shall use its best efforts to convene a meeting of its stockholders to seek the requisite approval of the Company’s\nstockholders, as required under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), including Listing Rule 5635 (the\n“Stockholder Approval”) to allow the conversion of Series E Preferred Stock into Common Stock and/or the exercise of Warrants\nto exceed the Exchange Cap, within ninety (90) days after the closing and, if the Stockholder Approval is not obtained at such meeting,\nto convene a meeting of stockholders every three months thereafter until the Stockholder Approval is obtained. The failure to obtain Stockholder\nApproval will not give rise to any increase in the stated value of, accrual of dividends or interest on, redemption right with respect\nto, decrease in the conversion price of, or any other economic consequence favorable to the holders of, the Series E Preferred Stock or\nthe Warrants.\n\n \n\n1\n\n \n\n**Beneficial Ownership Limitation.** Conversion\nof the Series E Preferred Stock and exercise of the Warrants are further subject to a beneficial ownership limitation pursuant to which\nno holder, together with such holder’s attribution parties, may convert or exercise such securities to the extent it would result\nin such holder, together with such holder’s attribution parties, beneficially owning in excess of 19.9% of the outstanding Common\nStock or voting power of the Company.\n\n \n\n**Registration Rights.** Within sixty (60)\ndays following the date the Company obtains the Stockholder Approval, the Company has agreed to file a shelf registration statement with\nthe U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock issuable upon conversion\nof the Series E Preferred Stock, and to use best efforts to cause such registration statement to be declared effective as soon as reasonably\npracticable thereafter, subject to customary suspension and deferral rights of the Company.\n\n \n\n**Non-Competition and Non-Solicitation.** The\nAmended Purchase Agreement contains customary non-competition and non-solicitation covenants applicable to each of Bernardo Schucman and\nShanti Cillo (the “Principal Sellers”) for a period of two (2) years following the closing date, subject to certain limited\nexceptions set forth in the Amended Purchase Agreement, including continued ownership of, and service as a board member, manager or consultant\nto, certain entities specifically identified therein.\n\n \n\n**Representations, Warranties and Indemnification.**\nThe Amended Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions. Indemnification\nclaims based on breaches of representations and warranties are generally subject to an eighteen (18) month survival period, a $100,000\nbasket and a $10 million cap, subject to customary exceptions for fundamental representations, certain tax-related matters and fraud.\n\n \n\nThe foregoing descriptions of the Amended Purchase\nAgreement and Exchange Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Amended\nPurchase 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\nby reference. The schedules and certain exhibits to the Amended Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation\nS-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.\n\n \n\n*Seller Note*\n\n \n\nIn connection with the closing of the Acquisition,\nthe Company issued the Seller Note to the Sellers in the aggregate principal amount of US$16,000,000. The Seller Note is unsecured. The\nSeller Note contains customary terms, including with respect to interest, maturity, prepayment, events of default and remedies, all as\nset 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.\n\n \n\n*Warrants*\n\n \n\nIn connection with the closing of the Acquisition,\nthe Company issued the Warrants to the Sellers. The Warrants entitle the holders thereof to purchase an aggregate of 1,500,000 shares\nof 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.\nThe Warrants are not exercisable into Common Stock prior to receipt of the Stockholder Approval. Additional terms of the Warrants, including\nexpiration, cashless exercise provisions, and customary adjustment provisions for stock splits and similar events, are set forth in the\nform of Warrant filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.\n\n \n\n*Certificate of Designation*\n\n \n\nIn connection with the closing of the Acquisition,\nthe Company filed a Certificate of Designation of Series E Preferred Stock with the Secretary of State of the State of Delaware. See Item\n5.03 of this Current Report on Form 8-K, the disclosure under which is incorporated herein by reference. \n\n \n\n2"}