The acquisition is transformative but carries extreme execution risk given the 5x market cap mismatch and CFO departure. Monitor the 90-day stockholder meeting deadline for conversion approval — failure could limit upside for preferred holders. The $16M unsecured note with 10% interest adds significant debt service burden to a $6M market cap company. Watch for Q3 2026 financials to see if CS Digital's $20.6M revenue stream is successfully consolidated.
Price Chart
Executive Summary
Olenox Industries (OLOX) completed the acquisition of CS Digital Ventures for $30M in upfront consideration ($14M Series E Preferred Stock + $16M unsecured promissory note), plus warrants for 1.5M shares and up to $20M in earnout shares. The deal closed on June 16, 2026, making CS Digital a wholly owned subsidiary. This is the same acquisition previously announced on May 28, 2026, now restated with amended terms including the exchange of Series D Preferred for Series E Preferred. The filing also discloses the unexpected dismissal of CFO Patricia Kaelin on June 5, 2026, raising management stability concerns for this micro-cap company.
Key Financial Metrics
Key Facts
- Acquisition of CS Digital Ventures closed on June 16, 2026 for $30M upfront ($14M Series E Preferred + $16M unsecured note) plus 1.5M warrants and up to $20M earnout
- CS Digital has ~35 MW installed power capacity and generated $20.6M revenue and $6.2M EBITDA in 2025
- Series D Preferred exchanged for Series E Preferred at 1:1 ratio; Series E is non-voting with $1.00 conversion price
- Conversion of Series E and exercise of warrants capped at 19.9% of outstanding common stock until stockholder approval obtained
- CFO Patricia Kaelin was dismissed on June 5, 2026 without a named replacement, disclosed in a prior 8-K on June 11, 2026
- OLOX market cap is $6M; the $30M deal value is 5x the company's market cap, creating massive scale mismatch and dilution risk
- Seller Note of $16M is unsecured with 10% interest, quarterly interest-only payments starting 90 days post-closing, maturing in 3 years
Financial Impact
Deal value of $30M upfront plus up to $20M earnout represents 5x OLOX's $6M market cap. $14M in Series E Preferred issued at $100 stated value per share. $16M unsecured promissory note at 10% interest. Warrants for 1.5M shares at $5/$7/$9 exercise prices. CS Digital contributed $20.6M revenue and $6.2M EBITDA in 2025.
Risk Factors
- Massive scale mismatch: $30M deal for a $6M market cap company creates extreme dilution and integration risk
- CFO dismissal without replacement raises internal control and management stability concerns
- $16M unsecured note at 10% interest adds significant debt service burden relative to company size
- Stockholder approval required for full conversion of Series E and warrants — failure limits liquidity for sellers
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-070375 |
| Document: ea029535601ex3-1.htm | 0001213900-26-070375 |
| Document: ea029535601ex4-1.htm | 0001213900-26-070375 |
| Document: ea0295356-8k_olenox.htm | 0001213900-26-070375 |
| Document: ea029535601ex10-2.htm | 0001213900-26-070375 |
| Document: ea029535601ex10-1.htm | 0001213900-26-070375 |
| Document: 0001213900-26-070375-index-headers.html | 0001213900-26-070375 |
| Document: 0001213900-26-070375-index.html | 0001213900-26-070375 |
| Document: 0001213900-26-070375.txt | 0001213900-26-070375 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 8-K | $1.01 | awaiting T+20 | — | $0.7912 (−21.66%) |
Aug 7, 2026 11w ago | 8-K | $3.26 $0.8700 | ▲ +73.31% | ▲ +72.40% | $0.7912 (+75.73%) |
Aug 6, 2026 11w ago | 8-K | $3.20 $0.8550 | ▲ +73.28% | ▲ +72.88% | $0.7912 (+75.28%) |
Jul 29, 2026 12w ago | 8-K | $4.61 $1.48 | ▼ −67.86% | ▼ −72.88% | $0.7912 (−82.82%) |
Jul 10, 2026 15w ago | 8-K | $5.50 $3.20 | ▼ −41.82% | ▼ −44.24% | $0.7912 (−85.61%) |
Jun 22, 2026 18w ago | 8-K | $5.71 $5.31 | ▼ −7.01% | ▼ −6.86% | $0.7912 (−86.14%) |
Jun 10, 2026 19w ago | 8-K | $6.70 $5.76 | ▲ +14.03% | ▲ +15.92% | $0.7912 (+88.19%) |
Jun 2, 2026 21w ago | 8-K | $9.93 $5.15 | ▼ −48.14% | ▼ −46.57% | $0.7912 (−92.03%) |
May 28, 2026 21w ago | 8-K | $4.92 $5.02 | ▲ +2.03% | ▲ +5.18% | $0.7912 (−83.92%) |
Apr 2, 2026 29w ago | 8-K | $7.20 $0.6350 | ▼ −91.18% | ▼ −101.06% | $0.7912 (−89.01%) |
US Market Status
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