Axe Compute (NASDAQ: AGPU) investor outlines 4.4% stake built via crypto PIPE

Rhea-AI Filing Summary

Kyle Okamoto and Okalina Ventures LLC filed a Schedule 13D reporting beneficial ownership of 244,389 Axe Compute Inc. common shares, or about 4.41% of the class. This percentage is based on 5,539,267 shares outstanding as of March 27, 2026.

Okalina Ventures originally acquired pre-funded warrants for 332,002 shares in a crypto-based PIPE, contributing 65,000,000 ATH tokens valued at $3,860,025. The warrants, exercisable at $0.01 per share, were fully cashlessly exercised on December 7, 2025, and 87,613 shares were later sold in open-market trades. As of April 1, 2026, Okamoto serves as President of Axe Compute and is subject to the company’s insider trading policies and securities law requirements.

Insights

Equity ownership and governance analyst

Schedule 13D details a mid-single-digit Axe Compute stake built via a crypto-based PIPE and warrant exercise.

This filing explains how Okalina Ventures LLC and Kyle Okamoto came to hold 244,389 Axe Compute shares, about 4.41% of the company. The position stems from pre-funded warrants received for $3,860,025 of ATH tokens in a private placement.

The warrants covered 332,002 shares at a nominal $0.01 exercise price and were fully exercised via cashless exercise on December 7, 2025. Subsequent open-market sales reduced holdings to the current level, indicating partial profit-taking rather than a long-term 10%+ stake.

The document also notes Axe Compute’s broader crypto PIPE of approximately $343.5 million and that Okamoto became President on April 1, 2026. Future company filings may provide additional context on how his executive role aligns with this investment position.

Key Figures

Current beneficial ownership: 244,389 shares Ownership percentage: 4.41% Original position at triggering event: 332,002 shares +5 more

8 metrics

Current beneficial ownership 244,389 shares Axe Compute common stock held by reporting persons

Ownership percentage 4.41% Of 5,539,267 shares outstanding as of March 27, 2026

Original position at triggering event 332,002 shares Beneficially owned on December 7, 2025 (about 9.78% of class)

ATH tokens contributed 65,000,000 ATH In-kind contribution valued at $3,860,025 for pre-funded warrants

Implied token price $0.59385 per ATH Five-day volume-weighted average price used for contribution

Warrant exercise price $0.01 per share Nominal exercise price of pre-funded common stock warrants

Crypto PIPE size $343.5 million Total raised through issuance of pre-funded warrants

Shares sold after exercise 87,613 shares Aggregate open-market sales in Dec 2025 and Jan 2026

Key Terms

Pre-Funded Warrants, cashless exercise, Securities Purchase Agreement, Registration Rights Agreement, +2 more

6 terms

Pre-Funded Warrants financial

"in exchange for pre-funded warrants to purchase 332,002 shares of Common Stock at a nominal exercise price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless exercise financial

"The Reporting Persons exercised the Pre-Funded Warrants on December 7, 2025 via cashless exercise, resulting in the issuance"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with Predictive Oncology, Inc. pursuant to a private placement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"Registration Rights Agreement dated September 2025 between Predictive Oncology, Inc. and Okalina Ventures LLC"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Crypto PIPE financing financial

"in connection with the Issuer's Crypto PIPE financing in which the Issuer raised approximately $343.5 million"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Axe Compute Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

(CUSIP Number)

Kyle Okamoto
6 China Lane,
Setauket, NY, 11733
6464384333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Okamoto Kyle Robert

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 244,389.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 244,389.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

244,389.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Okalina Ventures LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 244,389.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 244,389.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

244,389.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Axe Compute Inc.
(c)	Address of Issuer's Principal Executive Offices: 91 43RD STREET, SUITE 110, PITTSBURGH, PENNSYLVANIA , 15201.
Item 2.	Identity and Background
(a)	Kyle Okamoto and Okalina Ventures LLC
(b)	6 China Lane, Setauket, New York 11733
(c)	Kyle Okamoto: President, Axe Compute Inc., 91 43rd Street, Suite 110, Pittsburgh, Pennsylvania 15201. At the time of the events reported herein, Mr. Okamoto provided consulting services to Meta 1 Network Group Limited (d/b/a Aethir) through Okalina Ventures LLC as an independent contractor. Okalina Ventures LLC: private investment vehicle, 6 China Lane, Setauket, New York 11733.
(d)	Neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e)	Neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws during the last five years.
(f)	Kyle Okamoto: United States. Okalina Ventures LLC: organized under the laws of the State of New York.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 29, 2025, Okalina Ventures LLC entered into a Securities Purchase Agreement with Predictive Oncology, Inc. pursuant to a private placement. Okalina Ventures LLC contributed 65,000,000 ATH tokens (Aethir's native cryptocurrency token) at a five-day volume-weighted average price of $0.59385 per token, representing an in-kind contribution value of $3,860,025, in exchange for pre-funded warrants to purchase 332,002 shares of Common Stock at a nominal exercise price of $0.01 per share. The Pre-Funded Warrants were issued on October 7, 2025. The ATH tokens were owned by Okalina Ventures LLC from its own funds and were not borrowed or obtained from any third party for the purpose of making this investment.
Item 4.	Purpose of Transaction
	The Pre-Funded Warrants were acquired by Okalina Ventures LLC as an investment in the Issuer, in connection with the Issuer's Crypto PIPE financing in which the Issuer raised approximately $343.5 million through the issuance of pre-funded warrants to multiple accredited investors in exchange for cash and cryptocurrency contributions. At the time of the acquisition and exercise of the Pre-Funded Warrants, the Reporting Persons were not officers, directors, or controlling shareholders of the Issuer. The Reporting Persons exercised the Pre-Funded Warrants on December 7, 2025 via cashless exercise, resulting in the issuance of 332,002 shares of Common Stock to Okalina Ventures LLC. The Reporting Persons subsequently sold an aggregate of 87,613 shares in open market transactions during December 2025 and January 2026. The Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the transactions or changes enumerated in Items 4(a) through 4(j). The Reporting Persons may, from time to time, acquire or dispose of securities of the Issuer as they deem appropriate in light of their investment objectives and prevailing market conditions. The Reporting Persons note that as of April 1, 2026, Kyle Okamoto became President of Axe Compute Inc. and is therefore subject to the Issuer's insider trading policies, applicable securities laws, and Section 16 of the Securities Exchange Act of 1934 with respect to any future transactions in the Issuer's securities.
Item 5.	Interest in Securities of the Issuer
(a)	244,389 shares of Common Stock, representing approximately 4.41% of the outstanding shares of Common Stock, based on 5,539,267 shares outstanding as of March 27, 2026, as reported in the Issuer's Annual Report on Form 10-K. At the time of the triggering event (December 7, 2025), the Reporting Persons beneficially owned 332,002 shares, representing approximately 9.78% based on 3,393,516 shares outstanding as of November 25, 2025.
(b)	Kyle Okamoto and Okalina Ventures LLC each have sole voting power over 244,389 shares and sole dispositive power over 244,389 shares. Neither Reporting Person has shared voting power or shared dispositive power over any shares. No other person shares voting or dispositive power with respect to these shares.
(c)	Okalina Ventures LLC effected the following transactions: 1. December 7, 2025 - Exercise of Pre-Funded Warrant - 332,002 shares acquired via cashless exercise at nominal exercise price of $0.01 per share - delivered via DWAC through Fidelity Brokerage Services LLC, DTC No. 0226, on Nasdaq. 2. December 26, 2025 - Open market sale - 23,242 shares sold at weighted average price of $7.02 per share - Nasdaq (AGPU) through Fidelity Brokerage Services LLC. 3. January 2, 2026 - Open market sale - 100 shares sold at weighted average price of $7.22 per share - Nasdaq (AGPU) through Fidelity Brokerage Services LLC. 4. January 13, 2026 - Open market sale - 12,883 shares sold at weighted average price of $7.14 per share - Nasdaq (AGPU) through Fidelity Brokerage Services LLC. 5. January 14, 2026 - Open market sale - 3,439 shares sold at weighted average price of $7.35 per share - Nasdaq (AGPU) through Fidelity Brokerage Services LLC. 6. January 15, 2026 - Open market sale - 47,949 shares sold at weighted average price of $8.14 per share - Nasdaq (AGPU) through Fidelity Brokerage Services LLC.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by the Reporting Persons.
(e)	January 2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	1. Securities Purchase Agreement dated September 29, 2025 between Predictive Oncology, Inc. and Okalina Ventures LLC, pursuant to which Okalina Ventures LLC acquired pre-funded warrants to purchase 332,002 shares of Common Stock in exchange for 65,000,000 ATH tokens (Exhibit 99.2). 2. Pre-Funded Common Stock Purchase Warrant dated October 7, 2025 issued by Predictive Oncology, Inc. to Okalina Ventures LLC, entitling the holder to purchase up to 332,002 shares of Common Stock at a nominal exercise price of USD 0.01 per share, exercised in full via cashless exercise on December 7, 2025 (Exhibit 99.3). 3. Registration Rights Agreement dated September 2025 between Predictive Oncology, Inc. and Okalina Ventures LLC, pursuant to which the Issuer agreed to register for resale the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (Exhibit 99.4). 4. Cryptocurrency Advisory Board Agreement dated October 7, 2025 between Predictive Oncology, Inc., Okalina Ventures LLC, and Kyle Okamoto, pursuant to which Mr. Okamoto serves as a member of the Issuer's Cryptocurrency Advisory Board for cash compensation of USD 4,166 per month. This agreement was in effect at the time of the warrant exercise and remains in effect as of the date of this filing (Exhibit 99.5). Except as described above, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement (included herein) Exhibit 99.2 - Securities Purchase Agreement signature pages, dated September 29, 2025 Exhibit 99.3 - Pre-Funded Common Stock Purchase Warrant, dated October 7, 2025 Exhibit 99.4 - Registration Rights Agreement signature pages, dated September 2025 Exhibit 99.5 - Cryptocurrency Advisory Board Agreement, dated October 7, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Okamoto Kyle Robert

Signature:	Kyle Okamoto
Name/Title:	Kyle Okamoto
Date:	04/16/2026

Okalina Ventures LLC

Signature:	Kyle Okamoto
Name/Title:	Kyle Okamoto / Owner
Date:	04/16/2026

FAQ

What stake in Axe Compute Inc. (AGPU) do Kyle Okamoto and Okalina Ventures report?

They report beneficial ownership of 244,389 shares of Axe Compute common stock, representing about 4.41% of the outstanding shares, based on 5,539,267 shares outstanding as of March 27, 2026, as disclosed in the company’s annual report.

How did Okalina Ventures LLC initially acquire its Axe Compute (AGPU) position?

Okalina Ventures entered a Securities Purchase Agreement, contributing 65,000,000 ATH tokens valued at $3,860,025. In return, it received pre-funded warrants to buy 332,002 Axe Compute common shares at a nominal $0.01 exercise price per share, issued in October 2025.

What is the connection between the ATH tokens and Axe Compute (AGPU) shares?

Okalina Ventures exchanged 65,000,000 ATH tokens, priced at a five-day volume-weighted average of $0.59385 each, for pre-funded warrants. Those warrants were later exercised, resulting in 332,002 Axe Compute common shares being issued to Okalina Ventures via cashless exercise.

What trading activity did Okalina Ventures report for Axe Compute (AGPU) shares?

After exercising the pre-funded warrants on December 7, 2025, Okalina Ventures reported selling an aggregate 87,613 shares in open-market transactions on Nasdaq in December 2025 and January 2026, at weighted average prices between roughly $7.02 and $8.14 per share.

How large was Axe Compute’s crypto PIPE financing linked to this 13D disclosure?

The filing notes that Axe Compute completed a Crypto PIPE financing of approximately $343.5 million. In this transaction, the company issued pre-funded warrants to multiple accredited investors in exchange for both cash and cryptocurrency contributions, including the ATH tokens from Okalina Ventures.

What is Kyle Okamoto’s role at Axe Compute Inc. (AGPU) according to the filing?

The document states that as of April 1, 2026, Kyle Okamoto serves as President of Axe Compute Inc. In that role, he is subject to the company’s insider trading policies, applicable securities laws, and Section 16 obligations for any future transactions in the issuer’s securities.