Axe Compute Inc. 8-K

What Happened

• On May 15, 2026, Axe Compute Inc. (AGPU) filed a prospectus supplement to its Form S-3 registration statement to amend its ATM prospectus. The amendment increases the aggregate amount of common stock available for sale under the company's ATM sales agreement to $100,000,000.
• The company originally entered the ATM Sales Agreement with H.C. Wainwright & Co., LLC on May 3, 2024 to sell shares from time to time as an “at‑the‑market” offering. The filing states Axe Compute is no longer subject to the offering limitations in General Instruction I.B.6 of Form S-3.
• The prospectus supplement reports that the company sold securities with an aggregate market value of approximately $12.7 million during the 12 calendar months up to and including the supplement date. Lucosky Brookman LLP provided a legal opinion relating to shares issuable under the ATM program (Exhibit 5.1).

Key Details

• Date of filing: May 15, 2026 (prospectus supplement to registration statement on Form S-3).
• New ATM capacity: $100,000,000 aggregate amount of common stock available for sale.
• Prior 12‑month sales: ~ $12.7 million in securities sold under the program.
• Sales agent: H.C. Wainwright & Co., LLC; legal counsel opinion provided by Lucosky Brookman LLP.

Why It Matters

• This change gives Axe Compute flexibility to raise capital more easily and opportunistically by selling common stock into the market up to the $100M cap, which can help fund operations, growth or reduce cash needs.
• For investors, the increase means potential for future share issuance and dilution if the company sells additional shares under the ATM program; the filing does not obligate any sale.
• The removal of the Form S-3 limitation and the legal opinion signal the company has cleared procedural hurdles to use the ATM facility more broadly, but any actual impact depends on future sales decisions and market conditions.