false
0001446159
0001446159
2026-09-11
2026-09-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 11, 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 1.01. Entry into a Material Definitive Agreement.
On September 11, 2026, Axe Compute Inc., a Delaware corporation (the “Company”),
entered into a Stock Purchase Agreement (the “Agreement”) with DataMeds AI, Inc. (NASDAQ: MEDS), a Delaware corporation (“DataMeds”),
pursuant to which the Company agreed to sell, and DataMeds agreed to purchase, all of the issued and outstanding shares of common stock
of Helomics Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Helomics”), for aggregate consideration
consisting of (i) 636,328 shares of DataMeds common stock (the “Consideration Shares”), representing 19.99% of the shares
of DataMeds common stock outstanding immediately prior to the closing, and (ii) a convertible promissory note in the principal amount
of $1,363,672 with a conversion price of $1.00 per share (the “Convertible Note” and, together with the Consideration Shares,
the “Purchase Price”).
The sale of Helomics completes the Company’s strategic transition
to a pure-play neocloud GPU-as-a-Service company. Helomics was the final operating business remaining from the Company’s former
identity as Predictive Oncology Inc., prior to its name change in December 2025.
The Consideration Shares and the Convertible Note are being issued in reliance
on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and constitute
“restricted securities” under the Securities Act. The Consideration Shares and any shares of DataMeds common stock issuable
upon conversion of the Convertible Note are subject to a 12-month lock-up period from the closing date, during which the Company may not
transfer such securities except to affiliates or with DataMeds’ prior written consent.
The Agreement contains customary representations and warranties of the
parties, covenants, indemnification provisions and other terms and conditions. Following the closing, the Company is subject to a covenant
not to compete with the business of Helomics. The Agreement also provides the Company with certain registration rights with respect to
the Consideration Shares and the shares of DataMeds common stock issuable upon conversion of the Convertible Note.
In connection with the transaction, the Company agreed to pay to DataMeds,
at the closing, the remaining base rent obligations under two leases for the premises occupied by Helomics in Pittsburgh, Pennsylvania
(collectively, the “Company Leases”), through the expiration of the current terms of the Company Leases. The Company’s
obligation is limited solely to the payment of base rent and does not extend to any other amounts or obligations of the tenant under the
Company Leases, including operating expenses, taxes, insurance, utilities or other charges, all of which are the sole responsibility of
DataMeds and Helomics from and after the closing.
The closing of the transaction occurred simultaneously with the execution
and delivery of the Agreement on September 11, 2026.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
On September 15, 2026, the Company issued a press release announcing the
completion of the sale of Helomics to DataMeds. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Stock Purchase Agreement, dated as of September 11, 2026, by and between DataMeds AI, Inc. and
Axe Compute Inc. |
| 99.1 |
|
Press Release of Axe Compute Inc., dated September 15, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 17, 2026 |
By: |
/s/ Christopher Miglino |
| |
|
Christopher Miglino |
| |
|
Chief Executive Officer |
| |
|
|
Exhibit 99.1
Axe Compute Sells Helomics AI Cancer Diagnostics Lab Business to DataMEDS AI, Completing Transition to Neocloud
GPU-as-a-Service platform
September 15, 2026
All-stock sale gives Axe Compute equity stake in DataMEDS AI; aligns APU’s operating structure with its
scaling GPU-as-a-Service business
PITTSBURGH, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Axe Compute Inc. (NASDAQ: AGPU) ("Axe Compute" or the "Company"),
a neocloud AI infrastructure platform, today announced the sale of its legacy artificial intelligence cancer diagnostics laboratory business
Helomics Corporation (“Helomics”) to DataMEDS AI, Inc. (NASDAQ: MEDS) ("DataMEDS"), a Health IT company vertically
integrating health data acquisition and transfer.
Under the agreement, Axe Compute sold its wholly-owned subsidiary Helomics in exchange for common shares and common
share equivalents of DataMEDS. This agreement provides Axe Compute with potential future returns from DataMEDS common stock while completing
its transition to a pure-play neocloud GPU-as-a-Service business. This transaction completes Axe Compute’s strategic transition
to a pure-play neocloud GPU-as-a-Service company.
Helomics Corporation is a Pittsburgh-based functional precision medicine oncology platform that applies artificial
intelligence to real-world tumor data to support drug discovery and cancer treatment decisions. It is the final operating business remaining
from Axe Compute's former identity as Predictive Oncology Inc., prior to its name change in December 2025.
"This transaction is the final chapter of Axe Compute's transformation into a focused, pure-play neocloud GPU-as-a-Service
company," said Christopher Miglino, Chief Executive Officer of Axe Compute. "Just as important, we structured it so that our
shareholders keep a stake in the future of AI Helomics. Rather than simply exiting the business, we are becoming an investor in DataMEDS
- a company whose health-data and AI platform makes it exceptionally well positioned to scale what our team in Pittsburgh built - while
we dedicate the entirety of our team, capital, and operations to meeting the accelerating demand for AI compute."
"We are thrilled to have completed this strategic transaction that thrusts DataMEDS into the field of oncology,
where we know there is a tremendous need to improve patient outcomes, using our data driven approach to healthcare," said Gerald
Commissiong, Interim Co-CEO of DataMEDS.
Further details regarding the transaction will be set forth in a Current Report on Form 8-K to be filed by Axe Compute
with the U.S. Securities and Exchange Commission, available at www.sec.gov and at investors.axecompute.com.
ABOUT AXE COMPUTE
Axe Compute Inc. (NASDAQ: AGPU) is a neocloud AI infrastructure platform built on a fundamental premise: AI innovation
should not be constrained by hardware choice or availability. The company provides enterprises and AI innovators with flexibility across
hardware, geography, and deployment models through two core offerings: Axe Compute Access, delivering a wide range of the latest high-performance
GPU infrastructure across global locations, and Axe Compute Build, enabling the design, deployment, ownership, and operation of large-scale,
dedicated AI infrastructure worldwide. All solutions are supported by enterprise-grade SLAs and operational expertise. Axe Compute is
headquartered in Pittsburgh, Pennsylvania. For more information, visit axecompute.com.
About DataMEDS AI, Inc.
DataMEDS AI, Inc. (NASDAQ:MEDS) (formerly Wellgistics Health, Inc.) is a leading Health IT company that focuses
on the vertical integration of technology, pharmacy, pharmaceutical-adjacent and telemedicine business units to deliver a better healthcare
experience for consumers.
Headquartered in Tampa, Fla., DataMEDS, AI, incorporates the artificial intelligence platform EinsteinRx™
and blockchain-enabled smart contracts platform PharmacyChain™ into the Health Lives Here mobile application, and its Corexa Health
subsidiary provides pharmacy and pharmacy services, including the distribution of products developed by Tollo Health, LLC.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements within the meaning of the federal securities laws,
which can generally be identified by the use of words such as "may," "will," "intend," "estimate,"
"future," "anticipate," "plan," "expect," "explore," "potential" or other
similar words. Forward-looking statements include, but are not limited to, statements regarding the expected timing and completion of
the proposed transaction, the anticipated benefits of the transaction to Axe Compute and its shareholders, the future performance of
the AI Helomics business under DataMEDS' ownership, the value of the DataMEDS shares to be received, the Company’s holding of shares
of DataMEDS subsequent to the consummation of the transaction, the expected accounting treatment of the AI Helomics business, the treatment
of customers and employees following closing, and the Company's strategy and prospects as a pure-play neocloud GPU-as-a-Service company.
These statements are based on management's current expectations and beliefs as of the date of this release and are subject to significant
risks and uncertainties that could cause actual results to differ materially, including but not limited to: the risk that closing conditions
to the transaction are not satisfied or that the transaction does not close on the expected timeline or at all; fluctuations in the market
value and liquidity of the DataMEDS common stock received as consideration; the risk that anticipated benefits of the transaction are
not realized; the Company's ability to generate and grow Compute Services revenue; the highly volatile and unpredictable price of ATH
and digital assets generally; the Company's ability to maintain Nasdaq listing compliance; and those risks and uncertainties described
in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, and in
the Company's subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements,
except as required by applicable law.
INVESTOR CONTACT Erin McMahon Axe Compute Inc. — Investor Relations
ir@axecompute.com | investors.axecompute.com
