This is a transformative acquisition that fundamentally changes OLOX's business profile from a small energy company to a gas-powered data center operator with meaningful revenue and EBITDA. Watch for the stockholder approval vote within 90 days and initial post-acquisition financial disclosures. The $16M Seller Note creates debt service obligations that could pressure cash flows.
Price Chart
Executive Summary
Olenox Industries (OLOX) completed the acquisition of CS Digital Ventures for $30M in upfront consideration ($14M Series D Preferred Stock + $16M unsecured promissory note), plus warrants for 1.5M shares and up to $20M in earnout shares. CS Digital brings ~35 MW of installed power capacity, $20.6M in 2025 revenue, and $6.2M in 2025 EBITDA, creating a vertically integrated gas-powered data center platform targeting sub-$0.02/kWh power costs. The deal is transformative for the $5M market cap company but carries significant execution risk given the massive scale mismatch and historical stock performance.
Key Financial Metrics
Key Facts
- Acquired 100% of CS Digital Ventures for $30M upfront ($14M Series D Preferred + $16M Seller Note), plus 1.5M warrants ($5/$7/$9 strike) and up to $20M earnout
- CS Digital had 2025 revenue of $20.6M and 2025 EBITDA of $6.2M — revenue alone is ~4x OLOX's market cap
- CS Digital operates ~35 MW of installed power capacity with bitcoin mining and high-density compute deployments
- Series D Preferred and warrants are non-convertible/exercisable until stockholder approval (Nasdaq Rule 5635), sought within 90 days
- Seller Note is unsecured, 10% interest, quarterly interest-only payments starting 90 days post-closing, matures in 3 years
- Earnout: up to $10M at $5M cumulative revenue and $10M at $6M cumulative Adjusted EBITDA
- Non-competition covenants for 2 years for key sellers Bernardo Schucman and Shanti Cillo
- Indemnification: $100K basket, $10M cap, 18-month survival for general reps, statute of limitations +60 days for fundamental reps
- OLOX market cap is ~$5M — the $30M+ deal consideration is 6x+ market cap, funded entirely with equity/debt, no cash
Financial Impact
Deal value of $30M upfront plus up to $20M earnout, funded with $14M Series D Preferred and $16M Seller Note. CS Digital contributed $20.6M revenue and $6.2M EBITDA in 2025 — transformative relative to OLOX's $5M market cap.
Risk Factors
- Massive dilution risk: $14M Series D Preferred at $100 stated value + 1.5M warrants + up to $20M earnout shares vs only 1M common shares outstanding
- Stockholder approval required for conversion/exercise — failure would lock up the preferred and warrants indefinitely
- Integration risk: combining a small energy company with a data center operator is operationally complex
- Seller Note ($16M unsecured, 10% interest) adds meaningful debt service to a company with limited cash flow history
- Nasdaq listing compliance risk given the massive share issuance relative to current float
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-061792 |
| Document: ea029242001ex3-1.htm | 0001213900-26-061792 |
| Document: ea0292420-8k_olenox.htm | 0001213900-26-061792 |
| Document: ea029242001ex4-1.htm | 0001213900-26-061792 |
| Document: ea029242001ex10-1.htm | 0001213900-26-061792 |
| Document: ea029242001ex99-1.htm | 0001213900-26-061792 |
| Document: 0001213900-26-061792-index-headers.html | 0001213900-26-061792 |
| Document: 0001213900-26-061792-index.html | 0001213900-26-061792 |
| Document: 0001213900-26-061792.txt | 0001213900-26-061792 |
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
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers