OLENOX INDUSTRIES INC.

Current report

We are a vertically integrated energy company and digital infrastructure operator with business lines spanning oil and gas, energy services, energy technologies and cryptocurrency mining. Following our acquisition of CS Digital Ventures, LLC on May 26, 2026, we report four segments: Construction, Software-as-a-Service (“SaaS”), Oil and Gas and Crypto Mining.

Current report

CS Digital Acquisition. On May 26, 2026, we completed the acquisition of 100% of the membership interests of CS Digital Ventures, LLC, a provider of digital infrastructure and cryptocurrency mining services, for upfront consideration of $30.0 million consisting of $14.0 million of preferred stock and a $16.0 million unsecured promissory note, together with warrants and contingent consideration of up to $20.0 million. The acquisition established our Crypto Mining segment, which generated revenue of $1,452,752 from the acquisition date through June 30, 2026.

Current report

Three and Six Months Ended June 30, 2026 and 2025:

Current report

Cost of revenue was $1,870,832 for the three months ended June 30, 2026, compared to $1,715,819 for the three months ended June 30, 2025, an increase of $155,013, or 9.03%. For the six months ended June 30, 2026, cost of revenue was $2,262,984 compared to $2,605,928 for the six months ended June 30, 2025, a decrease of $342,944, or 19.99%. The increase in the three-month period reflects $1,226,031 of depreciation on cryptocurrency mining equipment and other mining costs incurred following the CS Digital acquisition, offset by lower construction costs as construction activity declined.

Current report

Gross margin was 11.68% for the three months ended June 30, 2026 compared to (137.9)% for the three months ended June 30, 2025, and 5.85% for the six months ended June 30, 2026 compared to (102.4)% for the six months ended June 30, 2025. The change in gross margin reflects the addition of cryptocurrency mining operations following the CS Digital acquisition and a reduced proportion of construction activity.

Current report

Payroll and related expenses were $961,279 for the three months ended June 30, 2026 compared to $737,794 for the three months ended June 30, 2025, an increase of $223,485, or 30.3%. For the six months ended June 30, 2026, payroll and related expenses were $1,653,659 compared to $1,293,532 for the six months ended June 30, 2025, an increase of $360,127, or 27.8%. The increases reflect headcount added through the CS Digital acquisition and higher stock-based compensation.

Current report

Other operating expenses (general and administrative expenses and marketing and business development expenses) were $2,223,894 for the three months ended June 30, 2026 compared to $1,955,518 for the three months ended June 30, 2025, an increase of $268,376, or 13.72%. For the six months ended June 30, 2026, other operating expenses were $4,307,789 compared to $2,908,007 for the six months ended June 30, 2025, an increase of $1,399,782, or 48,14%. The increases in both periods were driven primarily by professional fees and other transaction-related costs associated with the Company’s acquisition and financing activity.

Current report

Other expense totaled $(305,650) during the three months ended June 30, 2026, compared to other expense of $(886,090) during the three months ended June 30, 2025. For the six months ended June 30, 2026, other expense totaled $(88,260) compared to $(1,800,776) for the six months ended June 30, 2025. The improvement in both periods reflects a $1,197,449 gain on debt extinguishment, net of a $613,723 loss on debt extinguishment, recognized in the first quarter of 2026, together with lower interest expense, net, of $316,540 and $682,297 for the three and six months ended June 30, 2026, respectively, compared to $935,963 and $1,539,089 for the corresponding 2025 periods, as a result of debt settled through the issuance of common stock.

Current report

As of June 30, 2026, stockholders’ equity was $19,361,967 compared to $7,589,746 as of December 31, 2025. The increase is primarily attributable to the $14,000,000 of Series E Preferred Stock issued as consideration for the CS Digital acquisition and $1,547,800 of net proceeds from the sale of Series C Preferred Stock, partially offset by the net loss for the period. The Company had an accumulated deficit of $123,261,297 as of June 30, 2026.

Current report

Operating activities used net cash of $1,112,399 during the six months ended June 30, 2026, and used net cash of $3,179,546 during the six months ended June 30, 2025. The decrease in cash used reflects a lower net loss and favorable movements in accounts payable and accrued expenses and cryptocurrency holdings.

Current report

Investing activities provided net cash of $351,519 during the six months ended June 30, 2026, and used net cash of $2,473,834 during the six months ended June 30, 2025. The 2026 amount reflects $514,751 of cash acquired in the CS Digital business combination, partially offset by $163,232 of purchases of property and equipment. The 2025 amount reflects $2,000,000 of oil and gas asset purchases and $364,847 of purchases of property, plant and equipment.

Current report

Accounting Standards Recently Adopted

Current report

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date.

Current report

The Company adopted ASU 2023-08,Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, effective January 1, 2025. The Company held no crypto assets on that date, and accordingly no cumulative-effect adjustment to accumulated deficit was recorded on adoption. The Company first applied the guidance during the second quarter of 2026, when it acquired crypto assets and commenced cryptocurrency mining operations in connection with the acquisition of CS Digital Ventures, LLC described in Note 4.

Current report

In connection with those operations, the Company established accounting policies for crypto assets and for cryptocurrency mining revenue, which are described above. The initial adoption of an accounting policy for transactions that had not previously occurred is not a change in accounting principle, and no prior period amounts have been restated. Other than as described above, there have been no material changes to the Company’s significant accounting policies, or to recent accounting pronouncements adopted, from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.

Current report

Recent Accounting Pronouncements Not Yet Adopted

Current report

In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of this new guidance to its condensed consolidated financial statements.

Current report

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

Previous report

We are a vertically integrated energy company operating across multiple business lines, including oil and gas, energy services, and energy technologies. We are focused on acquiring, optimizing, and scaling energy-related infrastructure and operating assets across key U.S. markets. We operate in the following three segments: (i) construction; (ii) oil and gas; and (iii) SaaS.

Previous report

Name Change. On January 7, 2026, we changed our name from Safe & Green Holdings Corp. to Olenox Industries Inc. by filing a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In connection with the name change, our common stock began trading under the symbol “OLOX.”

Previous report

Series C Preferred Stock Financing. During the three months ended March 31, 2026, we sold 1,800 shares of Series C Convertible Preferred Stock for aggregate net proceeds of $1,547,800, and holders of Series C Preferred Stock converted 1,711 shares of Series C Preferred Stock into 122,990 shares of common stock.

Previous report

Debt Settlements. During the three months ended March 31, 2026, we issued an aggregate of 147,281 shares of common stock in settlement of approximately $2.1 million of notes payable and amounts due to affiliates, recognizing a gain on debt extinguishment of $1,197,449 and a loss on debt extinguishment of $613,723.

Previous report

CS Digital Acquisition. On May 26, 2026, the Company completed its acquisition of CS Digital Ventures LLC (“CS Digital”), a provider of digital infrastructure solutions, including bitcoin mining operations. The acquisition expanded the Company’s technology segment and is expected to enhance its digital infrastructure and energy-related capabilities. The transaction is being accounted for as a business combination under ASC 805,Business Combinations. The purchase price allocation is preliminary and remains subject to the completion of the valuation of certain acquired assets and assumed liabilities.

Previous report

During the three months ended March 31, 2026, we derived revenue from our construction services, oil and gas operations and industrial IoT (SaaS) operations. Total revenue for the three months ended March 31, 2026 was $285,313 compared to $566,354 for the three months ended March 31, 2025. Total revenue decreased by $281,041, or 50%, primarily due to less revenue being generated from construction services while revenue generated from our oil and gas and SaaS operations increased following our expansion into those business lines.

Previous report

Cost of revenue was $486,146 for the three months ended March 31, 2026, compared to $890,109 for the three months ended March 31, 2025. The decrease of $403,963, or approximately 45%, primarily reflects lower construction costs and the absence of losses recognized on certain construction projects during the prior-year period.

Previous report

Gross loss margin percentage increased to (70)% for the three months ended March 31, 2026 compared to (57)% for the three months ended March 31, 2025, primarily due to the addition of oil and gas production revenue during the three months ended March 31, 2026.

Previous report

Payroll and related expenses for the three months ended March 31, 2026 were $692,380 compared to $555,738 for the three months ended March 31, 2025. The increase primarily reflects additional personnel associated with businesses acquired during the fourth quarter of 2025 together with increased stock-based compensation expense.

Previous report

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended March 31, 2026 were $1,989,901 compared to $952,489 for the three months ended March 31, 2025. This increase primarily reflects higher professional fees and increased general and administrative expenses associated with the Company’s expanded operations, including integration activities related to acquisitions.

Previous report

Other income totaled $217,390 during the three months ended March 31, 2026, compared to other expense of $914,686 during the March 31, 2025. The improvement primarily resulted from gains recognized on the extinguishment of debt of $1,197,449 through settlements involving the issuance of common stock, partially offset by losses recognized on other debt settlements of $613,723. Interest expense decreased to $365,757 from $603,126 due primarily to lower average outstanding debt balances and reduced amortization of debt issuance costs.

Previous report

As of March 31, 2026, stockholders’ equity was $8,187,156 compared to $7,589,746 as of December 31, 2025. The Company had an accumulated deficit of $120,017,997 as of March 31, 2026, compared to $117,352,273 as of December 31, 2025. Net loss attributable to common stockholders for the three months ended March 31, 2026 was $3,061,691, and net cash used in operating activities was $1,909,521.

Previous report

Operating activities used net cash of $1,909,521 during the three months ended March 31, 2026, and used net cash of $1,308,920 during the three months ended March 31, 2025. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities increased by approximately $440,601, primarily due to changes in working capital and the timing of operating receipts and disbursements.

Previous report

Investing activities used net cash of $31,643 during the three months ended March 31, 2026, and $182,663 during the three months ended March 31, 2025. The amount for the three months ended March 31, 2026 resulted from $31,643 in purchases of property, plant and equipment.

Previous report

There can be no assurance that our customers will decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects in a timely manner or at all.

Previous report

See Note 3 to the accompanying condensed consolidated financial statements for all recently adopted and new accounting pronouncements.

Current report — wording carried from elsewhere

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.