[8-K] AVAX ONE TECHNOLOGY LTD. Reports Material Event
Rhea-AI Filing Summary
AVAX One Technology Ltd. announced a CEO transition as Jolie Kahn resigned by mutual agreement effective July 3, 2026. Chief Operating Officer Peter (Pete) Wylie Jr. has been appointed interim CEO while continuing as COO, and the Board has engaged ZRG Partners to run a permanent CEO search.
Wylie’s compensation as interim CEO will total $40,000 per month. Under a Separation and Release Agreement, Kahn will receive a $160,000 lump-sum cash payment, reimbursement of certain medical insurance costs, and a grant of unregistered common shares with a fair market value of $250,000, issued under a private placement exemption. The company states her departure did not involve any disagreement over operations, policies, or practices, and key restrictive covenants such as non‑competition, non‑solicitation, and non‑disparagement remain in effect.
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Insights
CEO resignation triggers managed leadership transition with defined interim plan.
AVAX One is undergoing a leadership change as Jolie Kahn exits as CEO, with COO Pete Wylie Jr stepping in as interim CEO. The company highlights that her departure was by mutual agreement and not tied to disagreements over operations, policies, or practices.
The Separation and Release Agreement provides $160,000 cash, certain medical insurance reimbursements, and $250,000 in unregistered common shares, in exchange for a general release and continued restrictive covenants. Wylie’s interim pay of $40,000 per month reflects added responsibilities during the search.
The Board has retained ZRG Partners to run a comprehensive CEO search, which suggests a structured process rather than an ad hoc change. Future company filings describing the appointment of a permanent CEO will clarify how leadership and strategy evolve beyond this interim period.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The grant of shares pursuant to the Kahn Separation Agreement (as defined below) was made in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 3, 2026 (the “Effective Date”), by mutual agreement, Jolie Kahn departed from her role as Chief Executive Officer of AVAX One Technology Ltd. (the “Company”), effective as of the Effective Date. There was no disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, policies or practices in connection with Ms. Kahn’s departure, nor has Ms. Kahn been removed for cause.
In the interim, and while the Company’s Board of Directors conducts a search for a permanent successor, Peter Wylie Jr. will assume the role of interim CEO of the Company, in addition to continuing to serve as the Company’s Chief Operating Officer. In connection with his increased responsibilities as interim CEO, Mr. Wylie will receive an increase in his compensation and receive a total payment of $40,000 per month.
In connection with Ms. Kahn’s departure, on July 5, 2026, Ms. Kahn and the Company entered into a Separation and Release Agreement (the “Kahn Separation Agreement”) that terminates the Consulting Agreement, dated November 1, 2025, as amended, between Ms. Kahn and the Company (the “Consulting Agreement”), effective as of the Effective Date. Pursuant to the Kahn Separation Agreement, and in exchange for a general release of claims in favor of the Company and the other released parties, Ms. Kahn will receive a lump sum cash payment of $160,000 in lieu of payment of her consulting fees through the end of the term of the Consulting Agreement, reimbursement for certain medical insurance costs, and a grant of shares of unregistered common stock having a fair market value of $250,000. Ms. Kahn will remain subject to certain non-competition, non-solicitation and non-disparagement covenants that survive the termination of the Consulting Agreement.
The foregoing description of the Kahn Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Kahn Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 6, 2026, the Company issued a press release announcing the leadership transition. A copy of the press release is attached to this report as Exhibit 99.1.
The information contained in this Current Report 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 Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Item 9.01 Financial Statements and Exhibits.
| 10.1 | Separation and Release Agreement dated as of July 5, 2026 | |
| 99.1 | Press Release dated July 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
Date: July 6, 2026
| AVAX ONE TECHNOLOGY LTD. | ||
| By: | /s/ Peter Wylie Jr | |
| Name: | Peter Wylie Jr., Chief Operating Officer | |
Exhibit 99.1
AVAX One Announces Leadership Transition
Board Appoints Chief Operating Officer, Pete Wylie, as Interim Chief Executive Officer
WEST PALM BEACH, FL, July 6, 2026 -- AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”), today announced a leadership change where Jolie Kahn has resigned as Chief Executive Officer (“CEO”) of the Company, effective immediately. The Board of Directors (“Board”) has appointed Pete Wylie, the Company’s Chief Operating Officer, as Interim CEO. Mr. Wylie will continue to serve as Chief Operating Officer. Additionally, the Board has initiated a comprehensive search for a permanent successor and has formally retained global executive search firm ZRG Partners to support the process.
“Jolie has played an instrumental role in positioning AVAX One for long-term success as we transformed into a digital infrastructure company,” said Matt Zhang, Chairman of the Board. “On behalf of the Board, I thank Jolie for her dedicated service and wish her the very best in her future endeavors. We have full confidence in Pete’s ability to lead the Company through this transition, and the Board remains committed to a thorough process to identify our next permanent CEO.”
Mr. Wylie is a seasoned entrepreneur and investor with multiple exits in the financial and consumer technology sectors, and brings deep operational and financial experience to the Company. He previously served as Chief Financial Officer of Napster Holdings Inc. through its 2025 acquisition by Infinite Reality (now Napster Inc.), and as CFO/COO of consumer lender CommonBond. He also co-founded consumer financial technology company Gradible, which was acquired by CommonBond in 2016.
“I am honored and grateful for the opportunity to lead AVAX One through this transition,” said Pete Wylie, Interim Chief Executive Officer. “AVAX One has built a strong foundation as a digital infrastructure company, and I look forward to working closely with the Board and our talented team to build on that momentum. While the Board conducts its search for a permanent CEO, I’m committed to keeping the team focused on execution and delivering long-term shareholder value.”
Ms. Kahn’s departure was not the result of any disagreement with the Company regarding its operations, policies, or practices.
About AVAX One Technology Ltd.
AVAX One Technology Ltd. (NASDAQ: AVX) is a digital infrastructure company accelerating the transition to an onchain financial economy. The Company builds power-first, modular data centers in energy-advantaged regions — leveraging behind-the-meter generation and microgrid design to deliver reliable, cost-efficient compute capacity for AI and high-performance computing (HPC) workloads. The Company’s powered land model eliminates grid dependency and delivers pre-energized, Tier 3-ready sites on accelerated timelines unavailable through traditional utility-connected development. In addition, the Company continues to mine Bitcoin in Alberta and Ohio, operating at a hashrate of approximately 300 PH/s. Alongside AVAX One’s physical infrastructure, the Company maintains a strategic Avalanche digital asset treasury, accumulating AVAX and generating onchain yield through native staking and ecosystem participation. Together, these three pillars give public market investors unique exposure to both the digital infrastructure layer and the onchain economy. For more information, please visit www.avax-one.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “expect,” “intend,” “plan,” “could,” “may,” “will,” “would,” “believe,” “estimate,” “target,” “project,” and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others: risks relating to the Company’s operations and business, including the highly volatile nature of the price of Bitcoin, AVAX, and other digital assets, and the risk that the price of the Company’s securities may be highly correlated to the price of the digital assets it holds; increased competition in the data center, AI/HPC, and digital asset industries; and legal, commercial, regulatory, and technical uncertainties affecting the Company’s business, as well as those risks and uncertainties identified in the Company’s filings with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events, or otherwise.
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
AVX@elevate-ir.com
Media Contact
Ethan Lyle
Prospero
avax-one@prospero.agency