Axe Compute (AGPU) hires new president and secures $12M in GPU contracts

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(Moderate)

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(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Axe Compute Inc. appointed Kyle Okamoto as President effective April 1, 2026, under an employment agreement providing a $360,000 base salary, a target annual bonus of $500,000, and stock options for 300,000 shares at a $1.62 exercise price, vesting over four years. The company also reported signing about $12 million in executed agreements over the last 30 days, expected to generate an estimated $835,000 in monthly income upon deployment entering Q2 2026, or roughly $7.5 million of estimated income from signed contracts in 2026 across more than 20 enterprise customers and 30 active deployments.

Insights

Axe adds experienced AI executive and details $12M in GPU contracts.

Axe Compute is strengthening leadership by appointing Kyle Okamoto, who has prior senior roles at Aethir, Ericsson, and Verizon, as President. His package combines a $360,000 base salary, a $500,000 target bonus, and options on 300,000 shares at $1.62.

The company also highlights commercial traction: about $12 million in executed agreements over the last 30 days, tied to an estimated $835,000 in monthly income entering Q2 2026 and roughly $7.5 million in estimated 2026 income. Contracts span 20+ enterprise customers and 30+ deployments.

Management emphasizes contract structures with monthly payment in advance against reserved capacity, aiming for predictable recurring income. Forward-looking statements note that actual revenue recognition depends on deployment timing, performance obligations, and other risks outlined in regulatory filings.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

President base salary: $360,000 per year Target annual bonus: $500,000 per year Stock options grant: 300,000 shares at $1.62 +5 more

8 metrics

President base salary $360,000 per year Annual base salary for President Kyle Okamoto under Employment Agreement

Target annual bonus $500,000 per year Target cash bonus for President based on individual and company performance

Stock options grant 300,000 shares at $1.62 Inducement stock options for President, vesting over four years

Executed agreement value $12 million Approximate total value of executed agreements signed in last 30 days

Estimated monthly income $835,000 per month Estimated income upon deployment entering Q2 2026 from signed contracts

Estimated 2026 income $7.5 million Estimated income from signed contracts in 2026 based on current run rate

Enterprise customers 20+ customers Number of enterprise customers tied to the executed agreements

Active deployments 30+ deployments Active deployments across AI-native and enterprise verticals

Key Terms

Stock Option Inducement Award Agreement, long-term incentive plan, Strategic Compute Reserve, Tier 3 and Tier 4 data center, +2 more

6 terms

Stock Option Inducement Award Agreement financial

"pursuant to a Stock Option Inducement Award Agreement (the "Option Agreement") between Mr. Okamoto and the Company"

long-term incentive plan financial

"will also be eligible to participate in the Company's (i) bonus program... (ii) long-term incentive plan adopted and maintained"

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.

Strategic Compute Reserve technical

"Each new enterprise deployment also contributes to Axe's Strategic Compute Reserve — the company's growing pool of pre-positioned GPU capacity"

Tier 3 and Tier 4 data center technical

"Axe operates across a network of Tier 3 and Tier 4 data center GPU providers, aggregating global supply"

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.

monthly payment in advance financial

"enterprise agreements are structured with monthly payment in advance against reserved capacity commitments"

Understanding 8-K Material Events →

04/01/2026 - 05:30 PM

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 1, 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.

Appointment of President of the Company

On April 1, 2026, the Board of Directors of Axe Compute Inc. (the "Company") appointed Kyle Okamoto, age 42, to serve as President of the Company, effective April 1, 2026.

Mr. Okamoto most recently served as Chief Technology Officer of Aethir, a distributed GPU cloud infrastructure and AI compute platform company. Prior to Aethir, Mr. Okamoto held senior leadership positions at Ericsson and Verizon, where he gained extensive experience in high-performance computing, data center infrastructure, and AI systems. Mr. Okamoto holds a Master of Business Administration from New York University Stern School of Business and a Bachelor of Engineering from Stevens Institute of Technology.

There are no family relationships between Mr. Okamoto and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Okamoto and any other person pursuant to which Mr. Okamoto was appointed as President. Mr. Okamoto 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. Okamoto's appointment as President of the Company, the Company and Mr. Okamoto entered into an employment agreement, dated April 1, 2026 (the "Employment Agreement"), which provides for, among other things, payment to Mr. Okamoto of an annual base salary equal to $360,000, 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. Okamoto will also be eligible to participate in the Company's (i) bonus program with an annual cash bonus target of $500,000 or, at the discretion of the Committee, a higher amount based on his and the Company's performance, (ii) long-term incentive plan adopted and maintained by the Compensation Committee, and (iii) standard employee benefit plans generally available to executive employees of the Company.

In addition, as a material inducement to Mr. Okamoto's appointment as President, on April 1, 2026 (the "Grant Date") the Company granted Mr. Okamoto stock options (the "Options") to purchase 300,000 shares of the Company's common stock at an exercise price $1.62, pursuant to a Stock Option Inducement Award Agreement (the "Option Agreement") between Mr. Okamoto and the Company. 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, you are, and have been, continuously in Service from the Grant Date through and including the applicable vesting 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

Item 8.01. Other Events.

On April 1, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is 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 1, 2026, by and between Axe Compute Inc. and Kyle Okamoto
10.1		Stock Option Inducement Award Agreement, dated as of April 1, 2026, by and between Axe Compute Inc. and Kyle Okamoto
99.1		Press Release dated April 1, 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: April 1, 2026	By:	/s/ Josh Blacher
		Josh Blacher
		Chief Financial Officer

EXHIBIT 99.1

Axe Compute Reports $12 Million in Executed Agreements Providing $835 Thousand in Estimated Monthly Income Entering Q2 2026

$12M of Contract Value Across 20+ Enterprise Customers, Providing $835 Thousand in Estimated Monthly Income Starting Q2 2026

PITTSBURGH, April 01, 2026 (GLOBE NEWSWIRE) -- Axe Compute Inc. (NASDAQ: AGPU), the newly transformed enterprise GPU infrastructure company that aims to give enterprises and entrepreneurs unparalleled choice and access to AI compute, today announced that the company has signed approximately $12 million in total executed agreement value in the last 30 days, with an estimated $835 thousand in monthly income upon deployment entering Q2 — representing approximately $7.5 million in estimated income from signed contracts in 2026 based on the current monthly run rate.

Commercial Traction at a Glance:

~$12M approximate value of executed agreements (subject to terms)
$835K+ estimated income per month, upon deployment — Q2 2026 opening run rate
~$7.5M estimated income from signed contracts in 2026 so far, based on $835K/month
20+ enterprise customers, 30+ active deployments across AI-native and enterprise verticals
GPU hardware mix spanning RTX 5090, H100, H200, B200, and additional GPU architectures

"Every agreement signed strengthens the foundation of the business," said Chris Miglino, Chief Executive Officer of Axe Compute. "The $12 million book we've built entering Q2 is not a marketing milestone — it is executed agreements from enterprises with production AI workloads. This is the beginning of our income from our GPU business and we are excited for this growth."

Recurring Income With Structural Quality Advantages

All of Axe Compute's current enterprise agreements are structured with monthly payment in advance against reserved capacity commitments. Contract architecture is designed to eliminate receivables risk and support predictable, recurring income streams across enterprise deployments. Management believes this structure reflects the confidence enterprises place in Axe Compute's infrastructure reliability and is a meaningful indicator of contract quality relative to transactional GPU cloud competitors.

Each new enterprise deployment also contributes to Axe's Strategic Compute Reserve — the company's growing pool of pre-positioned GPU capacity that enables 24 to 48-hour deployment across more than 200 global locations. Unlike hyperscalers and neocloud providers whose supply is permanently constrained by the infrastructure they physically own, Axe operates across a network of Tier 3 and Tier 4 data center GPU providers, aggregating global supply and matching it to enterprise demand, with public company accountability.

Market Context

Worldwide AI spending is projected to reach $2.5 trillion dollars in 2026. In addition, AI is estimated to drive approximately 70% of global data center demand by 2030. Alongside this massive change, the market's structural constraint — supply limited to the incumbent providers have built — continues to leave enterprises unable to access the hardware and geographic coverage their AI initiatives require. Axe Compute aims to close this gap by providing access to enterprise-grade compute, so enterprises can focus on innovation and meeting the needs of their customers for the AI era.

Forward-Looking Statements

About Axe Compute

Axe Compute (NASDAQ: AGPU) is the enterprise GPU marketplace raising the standard for AI compute infrastructure. Axe gives enterprises and AI innovators access to any GPU architecture, in any of 200+ global locations across 93 countries, deployed as quickly as 24 to 48 hours — at prices well below hyperscaler rates, with zero egress fees and no lock-in. Unlike infrastructure providers whose supply is limited to the data centers they own, Axe aggregates a global distributed GPU network and matches it to enterprise demand at public company standards of transparency and accountability.

For more information, visit axecompute.com and follow @axecompute on X and LinkedIn.

Axe Compute Inc. — Investor Relations
ir@axecompute.com | investors.axecompute.com

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Axe Compute (AGPU) announce in this 8-K?

Axe Compute appointed Kyle Okamoto as President effective April 1, 2026. He brings experience from Aethir, Ericsson, and Verizon in high-performance computing, data center infrastructure, and AI systems, and will help guide the company’s enterprise GPU infrastructure strategy.

How is Axe Compute compensating new President Kyle Okamoto?

Kyle Okamoto’s employment agreement provides a $360,000 annual base salary and a target annual cash bonus of $500,000. He also received stock options for 300,000 shares at a $1.62 exercise price, vesting over four years, plus eligibility for long-term incentives and standard executive benefits.

What new contract wins did Axe Compute (AGPU) disclose entering Q2 2026?

Axe Compute reported approximately $12 million in total executed agreement value signed in the last 30 days. These contracts are expected to provide an estimated $835,000 in monthly income upon deployment entering Q2 2026, representing about $7.5 million in estimated income from signed contracts during 2026.

How many customers and deployments support Axe Compute’s recent contract value?

The company states that its roughly $12 million in executed agreements involve more than 20 enterprise customers. It also notes over 30 active deployments across AI-native and broader enterprise verticals, supporting its growing GPU infrastructure footprint and recurring income model.

How are Axe Compute’s enterprise GPU agreements structured financially?

Axe Compute’s current enterprise agreements use monthly payment in advance against reserved capacity commitments. This structure is designed to reduce receivables risk and support more predictable, recurring income streams across deployments, reinforcing the quality and reliability of its enterprise GPU infrastructure contracts.

What income expectations does Axe Compute give for 2026 from signed contracts?

Based on an estimated $835,000 in monthly income starting in Q2 2026, Axe Compute cites approximately $7.5 million in estimated income from signed contracts during 2026. Management cautions that revenue recognition can differ from total contract value due to deployment timing and performance obligations.

Axe Compute (AGPU) hires new president and secures $12M in GPU contracts

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