Axe Compute (AGPU) Proxy Filing summary

Executive summary

• Special Meeting called to vote on a 1-for-15 reverse stock split, issuance of up to $10 million in common stock under a Standby Equity Purchase Agreement, and potential adjournment if insufficient votes are received.

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

• Reverse stock split aims to regain compliance with Nasdaq's minimum bid price and stockholders' equity requirements.

• Standby Equity Purchase Agreement with Yorkville allows for up to $10 million in equity financing, subject to shareholder approval to exceed Nasdaq's 20% cap.

• Failure to approve proposals could result in delisting and limited access to capital markets.

Voting matters and shareholder proposals

• Three proposals: reverse stock split, approval of equity issuance under SEPA, and adjournment if needed.

• Each proposal requires a majority vote of shares present or represented by proxy.

• Abstentions and broker non-votes have no effect on the reverse split; abstentions count as against for other proposals.

• Board recommends voting FOR all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2025 annual meeting are outlined.

Board of directors and corporate governance

• Board authorized to effect the reverse stock split and adjourn the meeting if necessary to solicit additional votes.

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