false
0001446159
0001446159
2026-02-06
2026-02-06
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): February 6, 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.
Termination of Chief Executive Officer and Resignation from the Board
On February 6, 2026, the board of directors (the “Board”) of
Axe Compute Inc. (the “Company”) voted to terminate, without cause, the employment of Raymond F. Vennare with the Company,
effective as of February 9, 2026. In connection with his termination, Mr. Vennare entered into a separation agreement dated February 9,
2026 (the “Separation Agreement”), pursuant to which Mr. Vennare will receive certain separation benefits, contingent upon
Mr. Vennare signing, delivering and not rescinding or revoking a general release of claims in favor of the Company. The Separation agreement
provides for, among other things, (i) the payment of $575,000 in severance pay, which amount is equal to one year of Mr. Vennare’s
base salary, (ii) a bonus for 2025 in the amount of $287,500, and (iii) a lump sum payment to assist with the cost of continued healthcare
coverage. The foregoing description of the material terms of the Separation Agreement is not complete and is qualified in its entirety
by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Mr. Vennare also resigned as Chairman and a member of the Board, effective
as of February 9, 2026. The resignation of Mr. Vennare is not based on any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Appointment of the Chairman of the Board
On February 6, 2026, the Board appointed Chuck Nuzum, a current member of the Board, as Chairman of the Board, effective as of February
9, 2026.
Appointment of Chief Executive Officer and Appointment to the Board
On February 6, 2026, the Board appointed Christopher Miglino as Chief
Executive Officer to succeed Mr. Vennare, and as a member of the Board to fill the vacancy created by Mr. Vennare’s resignation,
effective as of February 9, 2026.
Christopher Miglino, age 57, has more than 25 years of experience building
and operating public and private companies across technology, fintech, media, and digital assets. Since March 2010, Mr. Miglino has served
and continues to serve as the Chief Executive Officer and Co-Founder of SRAX, Inc. (NASDAQ: SRAX), a public fintech and data company,
where he leads the company through its NASDAQ listing, multiple capital raises, and oversees all SEC reporting and compliance obligations.
During his tenure at SRAX, Mr. Miglino launched and later sold a pharmaceutical advertising division for approximately $50 million and
built investor intelligence and communications SaaS platforms used by hundreds of public companies. From January 2024 to January 2026,
Mr. Miglino served as President and Co-Founder of DNA Holdings Venture Inc., a blockchain and Web3-focused investment firm, where he oversaw
fund operations, strategic partnerships, and capital deployment. Previously, Mr. Miglino founded Conscious Enlightenment, a multi-media
company he sold to Gaiam (NASDAQ: GAIA) in 2007, and co-founded Centerlinq, an interactive kiosk and loyalty platform company he sold
to a public company. Mr. Miglino holds a Bachelor of Science in Finance from the University of Southern California.
There are no family relationships between Mr. Miglino and any director
or executive officer of the Company. In connection with the Company's transaction with ATH, DNA Holdings Venture Inc., of which Mr. Miglino
was then the President, received warrants representing 7.5% in such transaction. Except as described above, there are no transactions
requiring disclosure under Item 404(a) of Regulation S-K. The material terms of Mr. Miglino's compensatory arrangements with the Company
will be disclosed by amendment to this Current Report on Form 8-K.
In connection with Mr. Miglino’s appointment as Chief Executive Officer
of the Company, the Company and Mr. Miglino entered into an employment agreement, dated February 9, 2026 (the “Employment Agreement”),
which provides for, among other things, payment to Mr. Miglino of an annual base salary equal to $575,000, and at the discretion of the
Board’s Compensation Committee (the “Committee”), to receive grants of stock options or other equity awards. Mr. Miglino
will also be eligible to participate in the Company’s (i) bonus program with annual cash bonus equal up to 50% of his salary or
at the discretion of the Committee, a higher percentage based on his and the Company’s performance, (ii) long-term incentive plan
to be 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. Miglino’s
appointment as Chief Executive Officer, on February 9, 2026 (the “Grant Date”) the Company granted Mr. Miglino stock options
(the “Options”) to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the closing price
of the Company’s common stock on the Grant Date, pursuant to a Stock Option Inducement Award Agreement (the “Option Agreement”)
between Mr. Miglino and the Company. One-third of the Options will vest on the first anniversary of the Grant Date with the remaining
two-thirds of the Options vesting in equal monthly installments over the following twenty-four months, in each case subject to Mr. Miglino’s
continued employment with or service to the Company through each 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 10.2 and 10.3, are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A press release related to the matters described in Item 5.02 of this Current
Report on Form 8-K is furnished herewith as Exhibit 99.1 and hereby incorporated in this Item 7.01 by reference.
The information in Exhibit 99.1 of this Current Report on Form 8-K is being
“furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to
be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Separation Agreement, dated February 9, 2026, by and between the Company and Raymond Vennare |
| 10.2 |
Employment Agreement, dated February 9, 2026, by and between the Company and Christopher Miglino |
| 10.3 |
Form of Stock Option Inducement Award Agreement |
| 99.1 |
Press Release dated February 9, 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 hereunto duly authorized.
| |
AXE COMPUTE INC.
|
| Date: February 9, 2026 |
By: |
/s/ Josh Blacher |
| |
|
Name: Josh Blacher
Title: Chief Financial Officer |
EXHIBIT 99.1
Axe Compute Appoints Christopher Miglino as Chief Executive Officer, Ushering in a New Era of Decentralized Compute
PITTSBURGH, Feb. 09, 2026 (GLOBE NEWSWIRE) -- Axe Compute (or the “Company”) (Nasdaq: AGPU) today announced the appointment of Christopher Miglino as Chief Executive Officer, marking a pivotal development in the company’s commitment to decentralized compute and digital infrastructure, operating at the intersection of blockchain, AI, and capital markets.
Mr. Miglino transitions into the CEO role following his involvement in the structuring of Axe Compute’s digital asset treasury and the transaction resulting in the Company’s entry to the AI Compute market. His appointment reflects AGPU’s commitment to growing its compute platform. The Company plans to develop an institutionalized platform, supporting decentralized GPU compute and infrastructure-backed yield within the public markets.
Under Mr. Miglino’s leadership, AGPU plans to scale its decentralized compute business, with the aim of expanding its infrastructure footprint, treasury strategy, and operational capabilities. The Company aims to pursue growth while remaining aligned with the broader thesis of a decentralized, permissionless future.
“As the worlds of AI, decentralized infrastructure, and capital markets converge, AGPU intends to be positioned to serve as a bridge between evolving technologies and public market access,” said Mr. Miglino. “I would like to thank Raymond Vennare for his help in transitioning the company to this point. This transition represents an evolution of our mission to bring institutional discipline, transparency, and scale to emerging technologies expected to enable global AI infrastructure.”
“It has been deeply gratifying to lead our team through this strategic transition from Predictive Oncology to Axe Compute,” stated Mr. Vennare. “Together, we have built a strong foundation of innovation and execution, positioning Axe Compute as a leading provider of decentralized, enterprise-grade AI infrastructure that can address surging global demand. I am incredibly proud of what we have accomplished and confident the company will continue to thrive. Axe Compute is well positioned for tremendous success in the future.”
In his role as CEO, Mr. Miglino will oversee AGPU’s corporate strategy, capital markets initiatives, decentralized compute operations, and long-term growth roadmap. His mandate includes expanding AGPU’s treasury-backed compute strategy, deepening relationships across institutional and decentralized ecosystems, and seeking to position the company as a public-market leader in decentralized infrastructure.
AGPU believes its trajectory reflects growing confidence in decentralized compute as a foundational layer for AI, Web3, and next-generation applications—viewing it as a compelling alternative to centralized infrastructure models while aligning with the long-term vision of a decentralized global economy.
Inducement Award
The compensation committee of the board of directors of the Company approved the grant of inducement awards to Mr. Miglino as a material inducement to his appointment as the Company’s Chief Executive Officer, in accordance with Nasdaq Listing Rule 5635(c)(4).
On February 9, 2026, Mr. Miglino was granted stock options to purchase 500,000 shares of the Company’s common stock (the “Inducement Award”) at an exercise price equal to the closing price of the Company’s common stock on the grant date. The Inducement Award was granted outside of the Company’s 2024 Equity Incentive Plan. One-third of the options will vest on the first anniversary of the grant date with the remaining two-thirds of the options vesting in equal monthly installments over the following twenty-four months, in each case subject to Mr. Miglino’s continued employment with or service to the Company through each applicable vesting date.
About Axe Compute
Axe Compute (NASDAQ: AGPU) plans to make world-class AI compute accessible to all through its access to the Aethir network. By delivering Aethir-provided decentralized global infrastructure, Axe Compute will endeavor to deliver instant access to bare-metal GPUs at scale to innovators and established businesses alike. Axe Compute is where decentralized choice meets enterprise trust. For more information:
axecompute.com | investors@axecompute.com
Forward Looking Statements
This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. This press release also includes express and implied forward-looking statements regarding the Company’s current expectations, estimates, opinions and beliefs that are not historical facts. Such forward-looking statements may be identified by words such as “believes,” “expects,” “endeavors,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “should” and “objective” and the negative and variations of such words and similar words. These statements are made on the basis of current knowledge and, by their nature, involve numerous assumptions and uncertainties. Nothing set forth herein should be regarded as a representation, warranty or prediction that we will achieve or are likely to achieve any particular future result. Actual results may differ materially from those indicated in the forward-looking statements because the realization of those results is subject to many risks and uncertainties, including the Company’s ability to successfully execute its digital asset treasury strategy and the implications for shareholders and the Company’s core business, fluctuations in the market price of ATH and other digital assets, the impact of the evolving regulatory environment on the Company’s business, the ability of the Aethir ecosystem to perform in a manner consistent with projections, and general market, economic, and business conditions, as well as other factors. Forward-looking statements contained in this press release are made as of the date of this press release, and the Company undertake no duty to update such information except as required under applicable law.
Investor Relations Contact:
Michael Moyer
LifeSci Advisors, LLC
mmoyer@lifesciadvisors.com
