Axe Compute Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:33

Material Event (Form 8-K)

Item 8.01. Other Events.

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.

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