--- schema_version: "secwatch.filing_event.v1" accession: "0001171843-25-006154" form_type: "8-K" ticker: "AGPU" cik: "0001446159" company_name: "Axe Compute Inc." filed_at: "2025-09-30T23:59:59+00:00" generated_at: "2026-05-17T05:15:11.335597+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Predictive Oncology launches private placements for cash and crypto, shifts to ATH token treasury ## Summary - Cash offering: ~55.2M shares at $0.7751/share plus pre-funded warrants for 11.5M shares. Cryptocurrency offering: pre-funded warrants for ~223.6M shares with investors tendering ATH tokens. - Company adopts digital asset treasury strategy focused on ATH; proceeds from offerings to buy ATH and generate yield via staking/lending, managed by DNA Holdings. - Board changes: Nancy Chung-Welch resigns effective closing; Shawn Matthews (CEO of DNA Holdings) appointed to Board as Class II director. - Bylaw amendment caps Board size at seven directors; reverse stock split 1:15 approved by stockholders, effective Sept 30, 2025 (prices pre-split). ## SEC filing metadata - accession: 0001171843-25-006154 - form_type: 8-K - ticker: AGPU - cik: 0001446159 - company_name: Axe Compute Inc. - filed_at: 2025-09-30T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/0001171843-25-006154-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/f8k_092925.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001171843-25-006154 - JSON: https://secwatch.observer/filing/0001171843-25-006154.json - Plain text: https://secwatch.observer/filing/0001171843-25-006154.txt ## Key facts - Equity Issuances Axe Compute Inc. issued approximately 55.2 million shares of common stock to certain accredited investors for U.S. dollars at a purchase price of $0.7751 per share. - Security: common stock - Shares: approximately 55.2 million shares - Purchaser: certain accredited investors - Consideration: U.S. dollars at a purchase price of $0.7751 per share source text: On September 29, 2025, Predictive Oncology Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Cash Securities Purchase Agreement ”) with certain accredited investors (the “ Cash Purchasers ”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement (the “ Cash Offering ”) an aggregate of (i) approximately 55.2 million shares (the “ Shares ”) of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), at a purchase price of $0.7751 per share (the “ Cash Per Share Purchase Price ”), and/or (ii) pre-funded warrants to purchase an aggregate of up to approximately 11.5 million shares of Common Stock (the “ Cash Pre-Funded Warrants ” and together with the Shares, the “ Cash Securities ”) to purchase shares of Common Stock (the “ Cash Pre-Funded Warrant Shares ”) at a purchase price per Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded W evidence_url: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/0001171843-25-006154-index.htm - Equity Issuances Axe Compute Inc. issued pre-funded warrants to purchase an aggregate of up to approximately 11.5 million shares of Common Stock of warrant to certain accredited investors for purchase price per Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded Warrant Exercise Price, pre-funded on the Closin. - Security: warrant - Shares: pre-funded warrants to purchase an aggregate of up to approximately 11.5 million shares of Common Stock - Purchaser: certain accredited investors - Consideration: purchase price per Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded Warrant Exercise Price, pre-funded on the Closin source text: On September 29, 2025, Predictive Oncology Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Cash Securities Purchase Agreement ”) with certain accredited investors (the “ Cash Purchasers ”) pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement (the “ Cash Offering ”) an aggregate of (i) approximately 55.2 million shares (the “ Shares ”) of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), at a purchase price of $0.7751 per share (the “ Cash Per Share Purchase Price ”), and/or (ii) pre-funded warrants to purchase an aggregate of up to approximately 11.5 million shares of Common Stock (the “ Cash Pre-Funded Warrants ” and together with the Shares, the “ Cash Securities ”) to purchase shares of Common Stock (the “ Cash Pre-Funded Warrant Shares ”) at a purchase price per Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded W evidence_url: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/0001171843-25-006154-index.htm - Equity Issuances Axe Compute Inc. issued pre-funded warrants to purchase an aggregate of up to approximately 223.6 million shares of Common Stock of warrant to certain accredited investors for combination of digital assets, including primarily Aethir tokens (ATH). - Security: warrant - Shares: pre-funded warrants to purchase an aggregate of up to approximately 223.6 million shares of Common Stock - Purchaser: certain accredited investors - Consideration: combination of digital assets, including primarily Aethir tokens (ATH) source text: On September 29, 2025, the Company, in a separate private placement transaction, entered into a securities purchase agreement (the “ Cryptocurrency Securities Purchase Agreement ” and, together with the Cash Securities Purchase Agreement, the “ Securities Purchase Agreements ”) with certain accredited investors (the “ Cryptocurrency Purchasers ” and, together with the Cash Purchasers, the “ Purchasers ”) pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement (the “ Cryptocurrency Offering ” and, together with the Cash Offering, the “ Private Placements ”) pre-funded warrants (the “ Cryptocurrency Pre-Funded Warrants ” and, together with the Cash Pre-Funded Warrants, the “ Pre-Funded Warrants ” and, together with the Cash Securities, the “ Securities ”) to purchase an aggregate of up to approximately 223.6 million shares of Common Stock (the “ Cryptocurrency Pre-Funded Warrant Shares ” and, together with the Cash Pre-Funded Warrant evidence_url: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/0001171843-25-006154-index.htm - Governance Changes Axe Compute Inc.: Amendment to Section 3.02 of the Bylaws to limit the maximum number of directors to seven, effective September 26, 2025 (effective 2025-09-26). - Change: bylaw amendment - Effective: 2025-09-26 source text: the Board approved an amendment to Section 3.02 of the Company’s Second Amended and Restated Bylaws, as amended (the “ Bylaws ”). The amendment, which became effective as of September 26, 2025, modifies Section 3.02 of the Bylaws to provide that the exact number of directors shall continue to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board, but now expressly limits the number of directors serving on the Board to a maximum of seven. evidence_url: https://www.sec.gov/Archives/edgar/data/1446159/000117184325006154/0001171843-25-006154-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.