Entry into a Material Definitive Agreement. On August 4, 2026 (the “Effective Date”), Olenox Industries Inc. (the “Company”) entered into an Amendment Agreement (the “Amendment”) with General Alpha Ltd., a Saint Kitts and Nevis Company (the “Purchaser”), to amend certain terms and conditions of that Stock Purchase Agreement, dated as of May 29, 2025 (the “Purchase Agreement”) and the accompanying Registration Rights Agreement, dated as of May 29, 2025 (the “RRA” and together with the Purchase…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

Changes in Registrant’s Certifying Accountant. Auditor Change from RBSM LLP to Urish Popeck & Co, LLC The Audit Committee of the Board of Directors (the “Audit Committee”) of Olenox Industries, Inc. (the “Company”) performed a competitive review process to evaluate and select a new firm as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On August 4, 2026, the Audit Committee approved the dismissal of RBSM LLP (“RBSM”) as the Company’s…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, the Company received notification letters from the Listing Qualification Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer met Nasdaq Listing Rule 5250(c)(1), the periodic filing requirement, because it had not filed its Form 10-K for the period ended December 31, 2025 (the “Form 10-K”), and Form 10-Q for the per…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review On July 31, 2026, Olenox Industries, Inc.’s (“Olenox” or the “Company”) independent auditors at the time notified Company management that they believed the Company’s unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025, and September 30, 2025, were materially incorrect and shou…

Interim Chief Financial Officer — Kimberly Hawley: Appointment of Kimberly Hawley as Interim Chief Financial Officer with a comprehensive employment agreement.

Completion of Acquisition or Disposition of Assets. The information set forth in

Other Events. This Current 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 statements include, without limitation, statements regarding the expected benefits of the Acquisition; the issuance of the shares of Common Stock, and the future business, operations and financial performance of the Company and its consolidated subsidiaries (including, f…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On July 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 “Acquisit…

Completion of Acquisition or Disposition of Assets. The information set forth in

Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement On June 16, 2026, Olenox Industries Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Membership Interest Purchase Agreement (the “Amended Purchase Agreement”) with CS Digital Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members of CS Digital listed on the signature page thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as t…

Other Events. Cautionary Note Regarding Forward-Looking Statements This Current 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 statements include, without limitation, statements regarding the expected benefits of the Acquisition; the issuance of the Series E Preferred Stock, the Seller Note, the Warrants and any Earnout Shares; the receipt of…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

President — Erik Blum: Erik Blum was appointed as President and entered into an employment agreement with the company.

Regulation FD Disclosure. On June 2, 2026, the Company issued a press release reporting its Bitcoin production for the month of May 2026 (covering the period May 1 through May 31, 2026) from the operations of CS Digital Ventures, LLC, the Company’s wholly owned subsidiary acquired on May 28, 2026. The press release also describes the Company’s hosting profit-share arrangements and the basis on which production and hashrate figures are reported, its seasonal operations and outlook, and a recap…

Entry into a Material Definitive Agreement. Membership Interest Purchase Agreement On May 26, 2026, Olenox Industries Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with CS Digital Ventures, LLC, a Delaware limited liability company (“CS Digital”), the members of CS Digital listed on the signature page thereto (collectively, the “Sellers”), and Bernardo Schucman, in his capacity as the seller representative (the “…

Other Events. Cautionary Note Regarding Forward-Looking Statements This Current 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 statements include, without limitation, statements regarding the expected benefits of the Acquisition; the issuance of the Series D Preferred Stock, the Seller Note, the Warrants and any Earnout Shares; the receipt of…

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Completion of Acquisition or Disposition of Assets. The information set forth in

Regulation FD Disclosure. On May 28, 2026, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deem…

Unregistered Sales of Equity Securities. The information set forth in

Triggering Events That Accelerate or Increase Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The filing of the Chapter 11 Case constitutes an event of default that accelerated obligations under the following material debt instruments and agreements: (i) approximately $4 million (plus any accrued but unpaid interest in respect thereof) under that certain Loan and Security Agreement between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC, dated a…

and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such fil…