Axe Compute (AGPU) Proxy Filing summary

Executive summary

• Special Meeting scheduled for September 19, 2025, to vote on three key proposals: a 1-for-15 reverse stock split, issuance of up to $10 million in common stock under a Standby Equity Purchase Agreement (SEPA), and potential adjournment if votes are insufficient.

• Board recommends voting in favor of all proposals to maintain Nasdaq listing and provide financial flexibility.

• Proxy materials distributed to stockholders of record as of August 18, 2025; voting can be done online, by mail, or in person.

Voting matters and shareholder proposals

• Proposal 1: Approve a 1-for-15 reverse stock split to help regain compliance with Nasdaq’s minimum bid price and stockholders’ equity requirements.

• Proposal 2: Approve issuance of up to $10 million in common stock under SEPA to comply with Nasdaq listing rule 5635, potentially exceeding 20% of pre-issuance shares.

• Proposal 3: Approve adjournment of the meeting if insufficient votes are received for the other proposals.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board retains authority to implement the reverse stock split at its discretion.

• Proxy solicitation managed by Morrow Sodali LLC for a fee of $15,000 plus expenses.

• Stockholder proposals and director nominations for the 2025 annual meeting must comply with advance notice provisions and SEC rules.