Olenox corrects CS Digital pro forma errors; acquisition consideration totaled $52.1M

OLENOX INDUSTRIES INC.

Olenox corrected pro forma errors: Series E Preferred Stock was mislabeled Series D and earnout thresholds in Note 2 were misstated; no other modifications made.
CS Digital acquisition closed May 26, 2026 with $30M upfront: $14M Series E Preferred (140,000 shares at $100) plus $16M Seller Note; total consideration $52,115,243.
Warrants cover 1,500,000 common shares at $5.00, $7.00 and $9.00 per share; up to $20M more Series E Preferred is tied to $5M cumulative revenue and $6M Adjusted EBITDA.
Pro forma combined balance sheet shows $88,208,384 total assets, $15,399,703 contingent consideration liability, $21,450,140 preliminary goodwill, and $16,000,000 Seller Note payable.
Pro forma net loss was $(20,688,239), or $(181.62) per share, for FY2025 and $(3,637,628), or $(5.78) per share, for Q1 2026; CEO Michael McLaren signed.

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