false
0001446159
0001446159
2026-05-15
2026-05-15
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): May 15, 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. ☐
On May 15, 2026, Axe Compute Inc., a Delaware corporation, (the “Company”),
filed a prospectus supplement (the “Prospectus Supplement) to the prospectus, dated May 21, 2024, filed with the Securities and
Exchange Commission as part of its registration statement on Form S-3 (333-279123) (the “Registration Statement”), as supplemented
by its prospectus supplement, dated May 21, 2024, as further supplemented by the prospectus supplements dated April 18, 2025 and October
29, 2025, as further supplemented by the prospectus supplement dated May 15, 2026 (collectively, the “ATM Prospectus”). The
Company previously entered into an ATM Sales Agreement (the “Agreement”) on May 3, 2024 with H.C. Wainwright & Co., LLC
(“Wainwright”), as sales agent, to sell shares of the Company’s common stock, par value $0.01 per share, from time to
time, through an “at the market offering” program pursuant to which Wainwright will act as sales agent.
The Company filed the Prospectus Supplement to amend the ATM Prospectus
to update the maximum amount of shares of common stock that it is eligible to sell from and after May 15, 2026, pursuant to the Agreement
and the Form S-3 registration statement of which the ATM Prospectus is a part and to indicate that the Company is no longer subject to
the offering limitations imposed by General Instruction I.B.6 of Form S-3. Following the filing of the Prospectus Supplement, the aggregate
amount of shares that are available for sale is $100,000,000. As of the date of the Prospectus Supplement, the Company sold securities
with an aggregate market value of approximately $12.7 million during the 12 calendar months prior to, and including, the date of the Prospectus
Supplement.
Lucosky Brookman LLP, counsel to the Company, has issued a legal opinion
relating to the shares of the Company’s common stock that may be issued pursuant to the at-the-market offering program under the
ATM Prospectus. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Lucosky Brookman LLP |
| 23.1 |
|
Consent of Lucosky Brookman LLP (included in Exhibit 5.1) |
| 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: May 15, 2026 |
By: |
/s/ Christopher Miglino |
| |
|
Christopher Miglino |
| |
|
Chief Executive Officer |
| |
|
|