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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. ☐
| 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.
| 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 | ||
Exhibit 5.1
 |
 |
May 15, 2026
Axe Compute Inc.
91 43rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
| RE: | Registration Statement on Form S-3 (File No. 333-279123) |
Ladies and Gentlemen:
We have acted as counsel to Axe Compute Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration statement on Form S-3 (333-279123) (the “Registration Statement”), as supplemented by the prospectus supplement, dated May 21, 2024, as further supplemented by the prospectus supplements dated April 18, 2025, June 2, 2025, and October 29, 2025 (collectively, the “Prior Prospectus”), as further supplemented by the prospectus supplement dated May 15, 2026 (the “Prospectus Supplement”), relating to the offering and sale by the Company of shares (the “Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000, pursuant to that certain ATM Sales Agreement (the “Sales Agreement”) dated May 3, 2024, between the Company and H.C. Wainwright & Co., LLC. The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prior Prospectus as amended and supplemented by the Prospectus Supplement. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.
For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Prior Prospectus and the Prospectus Supplement and the Sales Agreement, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the laws of the General Corporation Law of the State of Delaware and the laws of the State of New York, as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.
We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on May 15, 2026, which is incorporated by reference in the Prospectus Supplement. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very Truly Yours, | |
| /s/ Lucosky Brookman LLP | |
| Lucosky Brookman LLP |