{"url_path":"/sec/olox/8-k/2026-06-22/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":238,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 1.01 of this\nCurrent Report on Form 8-K is incorporated herein by reference.\n\n \n\nAt the closing of the Acquisition, the Company\nissued to the Sellers, as partial consideration for the membership interests of CS Digital, (i) shares of Series E Preferred Stock having\nan aggregate stated value of US$14,000,000 and (ii) the Warrants. The Earnout Shares, when and if issued, will be issued to the Sellers\nas additional consideration upon the achievement of the post-closing milestones described in Item 1.01.\n\n \n\nThe issuance of the Series E Preferred Stock and\nthe Warrants at closing, and any future issuance of Earnout Shares, were and will be made in reliance on the exemption from registration\nprovided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation\nD promulgated thereunder, as transactions by an issuer not involving any public offering. Each Seller represented to the Company that\nit is an “accredited investor” as defined in Rule 501(a) of Regulation D, and the Series E Preferred Stock, the Warrants and\nany Earnout Shares were and will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution\nthereof. The certificates or book-entry positions evidencing such securities, and any shares of Common Stock issued upon conversion or\nexercise thereof, will bear customary restrictive legends."}