Item 1.01 Entry into a Material Agreement.
Equity
Purchase Agreement On October 19, 2026, Olenox Industries, Inc., a Delaware corporation (“Olenox” or the “Company”), as Buyer, executed and entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Odin International Inc., a Texas Corporation (“Odin”), Wildboy Industries, Ltd., a corporation organized under the laws of British Columbia, Canada (“WB Industries” and together with Odin, the “Sellers”
and each a “Seller”), under which the Buyer agreed to purchase, and the Sellers agreed to sell, all of the issued and outstanding equity interests of IPD Industries, Inc., a Texas Corporation (“IPD”), and Wildboy Holdings, Ltd., a corporation organized under the laws of British Columbia, Canada (“WB Holdings” and together with IPD, the “Acquired Companies” and each an “Acquired Company”) in exchange for total consideration of $22.0 million, consisting of (i) 700,000 shares of the Company’s common stock, valued at $1.00 per share (the “Common Stock”), (ii) 210,000 shares of the Company’s Series F Preferred Stock (the “Series F Shares”), and (iii) $300,000 cash, less the Acquired Companies’ indebtedness, the Acquired Companies’ Transaction Expenses, and any deposit paid by the Company pre-closing. The Company’s Series F Preferred Stock has a par value of $1.00 per share, a stated value of $100.00 per share, and is convertible into shares of the Company’s common stock determined by dividing the stated value of the shares being converted by $1.00 per share, subject to certain conversion limitations and lock-up agreements.
As a result of closing the Purchase Agreement, the Acquired Companies are wholly-owned subsidiaries of the Company. The acquisitions advance Olenox’s strategy to build an integrated gas-to-power-to-compute platform, connecting natural gas resources with electricity generation and higher-value applications, including artificial intelligence, data centers and digital-asset operations such as the Company’s CS Digital business.
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Purchase Agreement and the transaction and does not purport to be a complete description of the rights and obligations of the parties to the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 2.01 Completion of Acquisition or Disposition of Assets As disclosed in Item 1.01, on October 19, 2026, the Company entered into the Purchase Agreement and purchased the Acquired Companies from the Sellers. The information contained in Item 1.01 regarding the transaction is incorporated herein.
Item 3.02 Unregistered Sales of Equity Securities As disclosed in Item 1.01, on October 19, 2026, the Company entered into the Purchase Agreement and agreed to issue the Common Stock and the Series F Shares, which securities will contain a standard Rule 144 restrictive legend. The issuance of the foregoing securities will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders are sophisticated investors and familiar with our operations.
Item 7.01 Regulation FD Disclosure.
On October 20, 2026, the Company issued a press release announcing that it had closed the transaction that is the subject of the Equity Purchase Agreement and acquired IPD and WB Holdings. The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in this Item 7.01.
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits (a)
OLENOX EXPANDS ENERGY PLATFORM WITH COMPLETION OF WILDBOY AND ODIN ACQUISITIONS,ADVANCING GAS-TO-POWER-TO-COMPUTE STRATEGY
Acquisitions add producing natural gas assets in British Columbia and a registered 100 MW power-development platform in Texas, positioning Olenox to serve growing AI and data center demand
CONROE, Texas -- October 20, 2026 -- Olenox Industries Inc. (NASDAQ: OLOX) (”Olenox” or the ”Company”) today announced that it has completed the acquisition of 100% of the issued and outstanding capital stock of Wildboy Holdings, Ltd. (”Wildboy Holdings”)
and IPD Industries, Inc. (”IPD”), bringing together natural gas resources and processing infrastructure in British Columbia with a power-development platform near the Waha Hub in West Texas.
Wildboy Holdings was acquired from Wildboy Industries, Ltd., and IPD was acquired from Odin International, Inc. The acquisitions advance Olenox’s strategy to build an integrated gas-to-power-to-compute platform, connecting natural gas resources with electricity generation and higher-value applications, including artificial intelligence, data centers and digital-asset operations such as the Company’s CS Digital business.
The acquisition purchase price is US$21.7 million, with consideration consisting almost entirely of Olenox Series F preferred stock. Securities issued to the sellers are convertible into shares of the Company’s common stock, subject to certain conversion limitations and lock-up provisions. The structure allows the sellers to participate in Olenox’s future growth while preserving the Company’s near-term cash position.
”Power is becoming one of the defining constraints on the growth of artificial intelligence and digital infrastructure. With these acquisitions, we are building a platform that starts with the energy itself,” said Michael McLaren, Chairman and Chief Executive Officer of Olenox.
”Wildboy gives us control of natural gas resources, and IPD gives us a registered foundation for developing power generation in West Texas. Together, they position us to capture more value across the chain -- from gas to electricity to computing. The acquisition economics and limited upfront cash requirement allow us to accelerate the vision we presented to our board in May. This closing moves us from assembling the platform to executing on it.”
The shares issued to the sellers will carry a Rule 144 restrictive legend and are exempt from registration under Section 4(a)(2) of the Securities Act.¶7