Axe Compute Inc. 8-K

What Happened
Axe Compute Inc. (AGPU) filed an 8-K reporting that its board voted on February 6, 2026 to terminate CEO Raymond F. Vennare without cause, effective February 9, 2026. Vennare also resigned as Chairman and a director effective February 9. The company and Vennare executed a separation agreement on February 9, 2026 that conditions certain payments on a general release. The board also appointed director Chuck Nuzum as Chairman and named Christopher Miglino as Chief Executive Officer and director, each effective February 9, 2026. Miglino, age 57, is the co‑founder and CEO of SRAX, Inc. and has over 25 years of executive experience.

Key Details

• Separation payments to Raymond Vennare include $575,000 in severance (equal to one year’s base salary), a 2025 bonus of $287,500, and a lump-sum payment to assist with continued health coverage (payment contingent on executed release).
• Christopher Miglino’s employment agreement (dated Feb 9, 2026) sets an annual base salary of $575,000 and eligibility for an annual cash bonus up to 50% of salary (or higher at the Compensation Committee’s discretion).
• As an inducement grant on Feb 9, 2026, Miglino received options to buy 500,000 shares at the closing price on the grant date; vesting: one-third after 1 year, then the remaining two-thirds in equal monthly installments over the next 24 months, subject to continued service.
• The filing notes a past transaction connection: DNA Holdings Venture Inc., where Miglino served as President (Jan 2024–Jan 2026), received warrants representing 7.5% in the company’s transaction with ATH.

Why It Matters
Leadership changes can affect company strategy, operational execution, and investor confidence. The filing confirms a cash severance and bonus payout obligation (contingent on release) that could affect near-term cash needs. Miglino’s compensation includes a significant option grant and standard executive pay/bonus opportunity, which may influence future equity dilution and executive incentives. The board transition (Chuck Nuzum as Chair) and disclosure of prior business ties provide investors facts to consider when assessing governance and potential conflicts.