UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (
(Former name or former address, if changed since last report.)
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 | ||
| The |
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. ☐
Explanatory Note
On August 11, 2026, the Company filed an amendment to the Initial Report on Form 8-K/A (the “Amendment No. 1”), supplementing and amending the Initial Report to provide financial statements of CS Digital, and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report were made by Amendment No. 1.
This Current Report on Form 8-K/A (this “Amendment No. 2”) amends and supplements the Initial Report and the Amendment No. 1 to correct a couple drafting errors in the unaudited pro forma condensed combined financial information filed as Exhibit 99.3 to the Amendment No. 1 (the “Pro Forma Statements”), namely (i) the Series E Preferred Stock issued to CS Digital under the Purchase Agreement was incorrectly referenced as “Series D Preferred Stock” in the Pro Forma Statements, and (ii) the earnout thresholds in the Purchase Agreement, as amended, were incorrectly stated in Note 2 to the Pro Forma Statements. This Amendment No. 2 corrects these drafting errors. No other modifications to the Initial Report or Amendment No. 1 are being made by this Amendment No. 2. This Amendment No. 2 should be read in connection with the Initial Report and Amendment No. 1, which provides a more complete description of the Purchase Agreement and transactions contemplated thereby.
1
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of CS Digital |
The audited financial statements of CS Digital for the years ended December 31, 2025 and 2024, together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report.
The unaudited financial statements of CS Digital for the three months ended March 31, 2026 and 2025, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.
| (b) | Revised Pro Forma Financial Information. |
The revised unaudited pro forma consolidated financial statements of the Company for the three months ended March 31, 2026, and for the year ended December 31, 2025, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.
The revised pro forma financial information included in this Amendment No.2 has been presented for informational purposes only and is not necessarily indicative of the consolidated financial position or results of operations that would have been realized had the acquisition occurred as of the dates indicated, nor is it meant to be indicative of any anticipated consolidated financial position or future results of operations that the Company will experience after the acquisition. The pro forma financial information is subject to a full valuation report to be completed by the Company according to ASC 805.
| (d) | Exhibits |
| 99.1(1) | Audited Annual Financial Statements of CS Digital Ventures, LLC for the Years Ended December 31, 2025 and 2024 | |
| 99.2(1) | Unaudited Financial Statements of CS Digital Ventures, LLC for the Three Months Ended March 31, 2026 and 2025 | |
| 99.3* | Revised Unaudited Pro Forma Consolidated Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith |
| (1) | Incorporated by reference from the Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on August 11, 2026. |
2
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: October 1, 2026 | By: | /s/ Michael McLaren |
| Name: Michael McLaren | ||
| Title: Chief Executive Officer | ||
3