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  4. [8-K] Axe Compute Inc. Reports Material Event

New CFO package at Axe Compute (NASDAQ: AGPU) includes 225,000 options

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Axe Compute Inc. reported a planned finance leadership transition and new compensation package for its incoming chief financial officer. On April 10, 2026, Josh Blacher notified the company he will resign as CFO effective May 18, 2026, stating his departure is not due to any disagreement over operations, policies, or practices.

The board appointed Jeremy Yaukey-Witter as co-CFO alongside Blacher from April 16, 2026 through May 18, 2026 and sole CFO after that date. Yaukey-Witter, previously the company’s Controller and a former KPMG auditor, will receive a $280,000 annual base salary, eligibility for a cash bonus targeted at 0–40% of salary, and participation in long-term incentive and benefit plans.

As a material inducement to accept the role, Axe Compute granted Yaukey-Witter options to purchase 225,000 shares of common stock at an exercise price of $3.51 per share under a Stock Option Inducement Award Agreement pursuant to Nasdaq Listing Rule 5635(c)(4). The options vest over three years and expire shortly before the ten-year anniversary of the April 16, 2026 grant date.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New CFO base salary $280,000 per year Annual base salary in Employment Agreement dated April 16, 2026
Inducement stock options 225,000 options Options to purchase common stock granted April 16, 2026
Option exercise price $3.51 per share Exercise price of inducement options for new CFO
Bonus target range 0%–40% of base salary Annual cash bonus target tied to performance
Option term Up to 10 years Options expire immediately before ten-year anniversary of April 16, 2026
Grant date April 16, 2026 Date of Employment Agreement and option inducement grant
co-Chief Financial Officer financial
"appointed Jeremy Yaukey-Witter to serve as co-Chief Financial Officer of the Company"
Nasdaq Listing Rule 5635(c)(4) regulatory
"Option Agreement ... in accordance with Nasdaq Listing Rule 5635(c)(4)"
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
Stock Option Inducement Award Agreement financial
"pursuant to a Stock Option Inducement Award Agreement (the "Option Agreement")"
long-term incentive plan financial
"long-term incentive plan adopted and maintained by the Compensation Committee"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

_________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 10, 2026

_______________________________

 

Axe Compute Inc.

(Exact name of registrant as specified in its charter)

_______________________________

 

Delaware 001-36790 33-1007393
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

91 43rd Street, Suite 110

Pittsburgh, Pennsylvania 15201

(Address of Principal Executive Offices) (Zip Code)

 

(412) 432-1500

(Registrant's telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

_______________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value AGPU NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Financial Officer

 

On April 10, 2026, Josh Blacher advised Axe Compute Inc. (the "Company") of his intention to resign from his position as Chief Financial Officer of the Company, effective May 18, 2026. Mr. Blacher’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

Appointment of Chief Financial Officer

 

On April 16, 2026, the Board of Directors of the Company appointed Jeremy Yaukey-Witter to serve as co-Chief Financial Officer of the Company alongside Mr. Blacher from April 16, 2026 through May 18, 2026. The Board of Directors also appointed Mr. Yaukey-Witter to serve as the sole Chief Financial Officer of the Company after May 18, 2026.

 

Mr. Yaukey-Witter joined the Company in April 2023 and most recently served as Controller. Prior to joining the Company, Mr. Yaukey-Witter held various positions of increasing responsibility at KPMG LLP, where he provided audit and attestation services to publicly traded and private companies across various industries including technology and energy. Mr. Yaukey-Witter holds a Bachelor of Science in Accounting and a Bachelor of Arts in Economics from Susquehanna University and is a Certified Public Accountant.

 

There are no arrangements or understandings between Mr. Yaukey-Witter and any other persons pursuant to which he was appointed as Chief Financial Officer. There are no family relationships between Mr. Yaukey-Witter and any director or executive officer of the Company, and Mr. Yaukey-Witter has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Mr. Yaukey-Witter's appointment as Chief Financial Officer of the Company, the Company and Mr. Yaukey-Witter entered into an employment agreement, dated April 16, 2026 (the "Employment Agreement"), which provides for, among other things, payment to Mr. Yaukey-Witter of an annual base salary equal to $280,000, and at the discretion of the Board's Compensation Committee (the "Committee"), the right to receive grants of stock options or other equity awards. Mr. Yaukey-Witter will also be eligible to participate in the Company's (i) bonus program with an annual cash bonus target ranging from 0% to 40% of base salary or, at the discretion of the Committee, a higher percentage based on his and the Company's performance, (ii) long-term incentive plan adopted and maintained by the Compensation Committee, under which Mr. Yaukey-Witter was granted 225,000 options with a three-year vesting schedule, and (iii) standard employee benefit plans generally available to executive officers of the Company, including health and dental insurance, short-term and long-term disability insurance, life insurance, and the 401(k) plan.

 

As a material inducement to Mr. Yaukey-Witter's acceptance of employment with the Company, on April 16, 2026 (the "Grant Date") the Company granted Mr. Yaukey-Witter stock options (the "Options") to purchase 225,000 shares of the Company's common stock, par value $0.01 per share, at an exercise price of $3.51 per share, pursuant to a Stock Option Inducement Award Agreement (the "Option Agreement") between Mr. Yaukey-Witter and the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The Options shall vest and become exercisable as follows: (i) one-third of the shares subject to the Option on the Grant Date (rounded down to the nearest whole share) shall vest on the one-year anniversary of the Grant Date and (ii) 1/36th of the shares subject to the Option on the Grant Date (in each case rounded down to the nearest whole share except for the final tranche) shall vest following the one-year anniversary of the Grant Date on a monthly basis on each monthly anniversary of the Grant Date, if, and only if, the Holder is, and has been, continuously in Service from the Grant Date through and including the applicable vesting date. Except to the extent earlier terminated or exercised pursuant to the Agreement, the Option shall terminate at 5:00 p.m., U.S. Eastern time, on the day immediately prior to the ten-year anniversary of the Grant Date.

 

 

 

 

The foregoing descriptions of the Employment Agreement and the Option Agreement are qualified in their entirety by the terms of the Employment Agreement and the form of Option Agreement, respectively, copies of which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected income trajectory, business model performance, and market opportunity. These statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including competition, GPU supply availability, customer concentration, deployment timelines, performance obligations, macroeconomic conditions, and other risks described in the Company's filings with the U.S. Securities and Exchange Commission. Contract figures represent total signed contract value; executed agreements may be subject to conditions, deployment timelines, and performance obligations, and income recognition may differ from total contract value. Axe Compute undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this release.

 

Contract figures represent total signed contract value. Executed agreements may be subject to conditions, deployment timelines, and performance obligations. Revenue recognition may differ from total contract value and estimated income.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description    
         
10.1*   Employment Agreement, dated as of April 16, 2026, by and between Axe Compute Inc. and Jeremy Yaukey-Witter    
10.2   Stock Option Inducement Award Agreement, dated as of April 16, 2026, by and between Axe Compute Inc. and Jeremey Yaukey-Witter    
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)    

 

* As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Axe Compute Inc.
     
     
Date: April 16, 2026 By: /s/ Christoper Miglino
    Christopher Miglino
    Chief Executive Officer
     

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did Axe Compute (AGPU) announce in April 2026?

Axe Compute announced that Chief Financial Officer Josh Blacher will resign effective May 18, 2026. The board appointed Jeremy Yaukey-Witter as co-CFO from April 16 to May 18, 2026 and as sole CFO thereafter, ensuring an overlap for transition.

Who is the new Chief Financial Officer of Axe Compute (AGPU)?

Jeremy Yaukey-Witter will become Axe Compute’s sole Chief Financial Officer after May 18, 2026. He joined the company in April 2023 as Controller and previously worked at KPMG LLP, providing audit and attestation services to technology and energy companies.

What compensation will Axe Compute’s new CFO receive under his employment agreement?

Jeremy Yaukey-Witter’s employment agreement provides a $280,000 annual base salary and eligibility for an annual cash bonus targeted at 0–40% of salary. He also participates in the company’s long-term incentive plan and standard executive benefit programs, such as health insurance and 401(k).

What stock options were granted to the new Axe Compute (AGPU) CFO?

Axe Compute granted Jeremy Yaukey-Witter options to purchase 225,000 shares of common stock at an exercise price of $3.51 per share. These inducement options vest over three years and were issued under a Stock Option Inducement Award Agreement following Nasdaq Listing Rule 5635(c)(4).

How do the new CFO’s inducement options at Axe Compute vest over time?

One-third of the 225,000 options vest on the first anniversary of the April 16, 2026 grant date. The remaining two-thirds vest in equal monthly installments over the following two years, provided he remains continuously employed through each applicable vesting date.

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