AGPU (NASDAQ: AGPU) increases ATM to $100M; updates public float

Rhea-AI Filing Summary

Registers up to $100,000,000 of Common Stock under an at-the-market sales agreement. This prospectus supplement amends the ATM Prospectus to increase the aggregate amount available for sale under the Sales Agreement with H.C. Wainwright & Co., LLC to $100.0 million, including shares previously sold.

The supplement states the company has sold 1,334,907 shares for approximately $17.0 million under the Sales Agreement and previously sold 1,203,544 shares for aggregate gross proceeds of approximately $12.7 million (adjusted for a one-for-fifteen reverse split). As of May 15, 2026, the public float is reported at $90.0 million based on 10,282,258 shares held by non-affiliates. The filing also discloses ownership of approximately 6.209 billion ATH tokens valued at $42.1 million as of May 14, 2026, and a last reported Nasdaq sale price of $5.60 per share on May 14, 2026.

Insights

Capital Markets Analyst

ATM capacity expanded to $100M, sales-limit relief follows public-float increase.

The supplement increases the at-the-market offering capacity to $100.0 million under the Sales Agreement with H.C. Wainwright & Co., LLC. It notes prior issuance of 1,334,907 shares for approximately $17.0 million under the program and updates the public float to $90.0 million as of May 15, 2026.

Practical dependencies include remaining authorization under the registration statement and market receptivity to sales from the agent. Cash-flow treatment is not specified in this excerpt; future sales will generate proceeds when executed under the Sales Agreement. Subsequent filings may disclose actual shares sold and proceeds.

Key Figures

ATM capacity: $100,000,000 Shares sold under Sales Agreement: 1,334,907 shares Prior shares sold (adjusted): 1,203,544 shares +3 more

6 metrics

ATM capacity $100,000,000 aggregate amount offered under Sales Agreement

Shares sold under Sales Agreement 1,334,907 shares aggregate sold for approximately $17.0 million

Prior shares sold (adjusted) 1,203,544 shares aggregate gross proceeds of approximately $12.7 million

Public float $90.0 million based on 10,282,258 shares held by non-affiliates as of May 15, 2026

Aethir tokens (ATH) 6.209 billion ATH valued at $42.1 million at $0.0068 per ATH on May 14, 2026

Last reported Nasdaq sale price $5.60 last reported sale price on Nasdaq on May 14, 2026

Key Terms

ATM Prospectus, ATM Sales Agreement, public float, Aethir tokens (ATH)

4 terms

ATM Prospectus regulatory

"this Prospectus Supplement amends and supplements certain information in the prospectus"

A prospectus for an "at-the-market" (ATM) offering explains a company’s plan to sell newly issued shares directly into the open market over time, at prevailing prices, through one or more broker-dealers. Investors should care because it creates a standing ability for the company to raise cash quickly and incrementally—like an open tab the company can draw on—which can dilute existing shareholders and affect share price and supply.

ATM Sales Agreement financial

"pursuant to the terms of the certain ATM Sales Agreement, dated May 3, 2024"

An ATM sales agreement is a standing arrangement that lets a company sell its shares directly into the open market at prevailing prices, often through a broker, instead of selling a large block all at once. Investors care because it gives the company a flexible, on-demand way to raise cash but can slowly increase the number of shares outstanding and put downward pressure on the stock price—think of it like drip-feeding new supply into a marketplace.

public float financial

"aggregate market value of our outstanding common stock held by non-affiliates"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Aethir tokens (ATH) other

"the Company held Aethir tokens (“ATH”), inclusive of unlocked tokens and rights to receive tokens"

Offering Details

ATM

Offering

Offering Type ATM

As Filed Pursuant to Rule 424(b)(5)

Registration No. 333-279123

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 21, 2024 and the Prospectus Supplements dated May 21, 2024, April 18, 2025, June 2, 2025, and October 29, 2025)

Up to $100,000,000

Common Stock

This prospectus supplement (this “Prospectus Supplement”) amends and supplements certain information in the prospectus, dated May 21, 2024, filed with the Securities and Exchange Commission (the “SEC”) as part of our registration statement on Form S-3 (333-279123), as supplemented by our prospectus supplement, dated May 21, 2024, as further supplemented by the prospectus supplements dated April 18, 2025, June 2, 2025, and October 29, 2025 (collectively with this Prospectus Supplement, the “ATM Prospectus”), relating to the offer and sale of shares of our common stock, par value $0.01 per share (“Common Stock”), from time to time pursuant to the terms of the certain ATM Sales Agreement, dated May 3, 2024 (the “Agreement”), we entered into with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent. During the twelve calendar months prior to, and including, the date hereof, we have sold an aggregate of 1,203,544 shares of our Common Stock, as adjusted to reflect the one-for-fifteen reverse stock split effected on September 29, 2025, for aggregate gross proceeds of approximately $12.7 million through Wainwright under the Agreement. This Prospectus Supplement should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus, and any future amendments or supplements thereto.

As of May 15, 2026, the aggregate market value of our outstanding common stock held by non-affiliates (“public float”) was approximately $90.0 million based on 10,282,258 shares of outstanding common stock held by non-affiliates as of such date, at a price of $8.75 per share on April 22, 2026, which was the highest closing sale price of our common stock on The Nasdaq Capital Market within 60 days of the filing date of this Prospectus Supplement. Since our entry into the Sales Agreement, we have offered and sold 1,334,907 shares of common stock for approximately $17.0 million pursuant to the Sales Agreement.

We are filing this Prospectus Supplement to amend the ATM Prospectus to update our public float and indicate that, since our public float is above $75.0 million, we are no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3. As of the date of this Prospectus Supplement, we are increasing the aggregate amount of common stock that we are offering pursuant to the Sales Agreement, such that we are offering up to an aggregate of $100.0 million of our common stock for sale under the Sales Agreement, including the shares of common stock previously sold.

On May 14, 2026, the Company held Aethir tokens (“ATH”), inclusive of unlocked tokens and rights to receive tokens in the future, totaling approximately 6.209 billion ATH, with a market value of approximately $42.1 million, based on a price of $0.0068 per ATH, the price reported on the OKX exchange as of 4:00 p.m. ET on such date.

Our Common Stock trades on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AGPU.” On May 14, 2026, the last reported sale price of our Common Stock on Nasdaq was $5.60 per share.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-9 OF THE ATM PROSPECTUS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement or the ATM Prospectus and accompanying prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this Prospectus Supplement is May 15, 2026.

FAQ

What change did AGPU file in this prospectus supplement?

The company increased its ATM capacity to $100.0 million. The supplement amends the ATM Prospectus to raise the aggregate amount available for sale under the Sales Agreement with H.C. Wainwright to $100.0 million, including shares previously sold.

How much common stock has AGPU sold under the Sales Agreement so far?

AGPU reports selling 1,334,907 shares for approximately $17.0 million under the Sales Agreement. The supplement also notes prior sales of 1,203,544 shares for about $12.7 million (post reverse-split adjustment).

What is AGPU's reported public float and why does it matter?

AGPU reports a $90.0 million public float as of May 15, 2026. Because the public float exceeds $75.0 million, the company states it is no longer subject to Form S-3 General Instruction I.B.6 sales limitations.

Does the supplement state how proceeds will be used?

No; the prospectus supplement does not specify use of proceeds. It describes the increased capacity under the Sales Agreement but does not allocate or disclose intended uses for any proceeds raised.