agpu20260630

agpu20260630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to _________________________

Commission File Number: 001-36790

	Axe Compute Inc.
	(Exact name of registrant as specified in its charter)

Delaware		33-1007393
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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)

	N/A
(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

As of August 13, 2026, the registrant had 11,591,124 shares of common stock, par value $0.01 per share outstanding.

AXE COMPUTE INC.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	4

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026 AND DECEMBER 31, 2025	5

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025	6

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025	7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025	8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

ITEM 4. CONTROLS AND PROCEDURES	32

PART II. OTHER INFORMATION	32

ITEM 1. LEGAL PROCEEDINGS	32

ITEM 1A. RISK FACTORS	32

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	38

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	38

ITEM 4. MINE SAFETY DISCLOSURES	38

ITEM 5. OTHER INFORMATION	38

ITEM 6. EXHIBITS	38

SIGNATURES	39

PART I. FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical information, certain information in this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). All statements, other than statements of historical facts, including statements concerning our plans, objectives, goals, beliefs, business strategies, future events, business conditions, our results of operations, financial position and our business outlook, business trends and other information, may be forward-looking statements. You can identify these forward-looking statements by the words "believes," "intends," "expects," “might,” "may," "will," "should," "plans," "projects," "contemplates," "intends," "budgets," “potential,” "predicts," "estimates," "anticipates," “future,” “goal,” and variations of such words or similar expressions. These statements are based on our beliefs, as well as assumptions we have used based upon information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties, and assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved, and actual future results may differ materially from what is expressed in or indicated by the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A, under the heading “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026, and under “Part II, Item 1A., Risk Factors” in this Quarterly Report on Form 10-Q, if and as such risk factors may be updated from time to time in our periodic filings with the SEC. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and a reader, whether investing in our common stock or not, should not place undue reliance on these forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. There can be no assurance that (i) we have correctly measured or identified all of the factors affecting our business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct, or (iv) our strategy, which is based in part on this analysis, will be successful. All forward-looking statements in this Quarterly Report on Form 10-Q apply only as of the date of this Quarterly Report on Form 10-Q or as of the date they were made or as otherwise specified herein. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AXE COMPUTE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	21,905,767		$	10,790,850
Accounts receivable		3,321,426			32,120
Compute prepayments		11,148,981			-
Other prepaid expense and current assets		873,423			280,904
Digital assets		11,268,342			24,439,598
Digital asset receivable		7,547,221			7,226,475
Total current assets		56,065,160			42,769,947

Compute prepayments, net of current portion		22,946,761			-
Digital asset receivable, net of current portion		2,745,004			8,258,681
Property and equipment, net		17,291,873			223,128
Lease right-of-use assets		1,180,560			1,487,703
Other long-term assets		146,598			148,887
Total assets	$	100,375,956		$	52,888,346

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,494,038		$	1,840,608
Note payable		413,611			107,951
Accrued expenses and other liabilities		1,425,113			1,520,518
Contract liabilities		33,645,987			144,076
Lease liability		708,159			653,743
Total current liabilities		38,686,908			4,266,896

Contract liabilities, net of current portion		27,108,685			-
Lease liability, net of current portion		535,168			904,495
Total liabilities	$	66,330,761		$	5,171,391
Commitments and contingencies (Note 8)

Stockholders’ equity:
Preferred stock, 20,000,000 shares authorized inclusive of designated below
Series B Convertible Preferred Stock, $.01 par value, 2,300,000 shares authorized, 79,246 shares outstanding as of June 30, 2026 and December 31, 2025		792			792
Common stock, $.01 par value, 200,000,000 shares authorized, 11,384,940 and 4,083,173 shares outstanding as of June 30, 2026, and December 31, 2025, respectively		113,849			40,832
Additional paid-in capital		472,366,853			461,196,805
Accumulated deficit		(438,436,299	)		(413,521,474	)
Total stockholders’ equity		34,045,195			47,716,955

Total liabilities and stockholders’ equity	$	100,375,956		$	52,888,346

See accompanying notes to unaudited condensed consolidated financial statements.

AXE COMPUTE INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue	$	3,214,992		$	2,682		$	3,250,303		$	112,992

Gains (losses) on digital assets		(13,125,352	)		-			(17,421,620	)		-

Operating costs and expenses:
Cost of revenues	$	3,013,339		$	18,221		$	3,016,195		$	63,339
General and administrative		2,735,922			1,875,655			5,644,958			3,703,855
Research and development		492,227			499,715			1,039,672			1,020,121
Sales and marketing		1,176,162			268,959			1,184,549			272,592
Total operating costs and expenses		7,417,650			2,662,550			10,885,374			5,059,907

Total operating (loss)	$	(17,328,010	)	$	(2,659,868	)	$	(25,056,691	)	$	(4,946,915	)

Other income		124,220			682,424			144,848			685,852
Other expense		(2,092	)		(1,451	)		(2,982	)		(3,248	)
Loss from continuing operations		(17,205,882	)		(1,978,896	)		(24,914,825	)		(4,264,311	)
Loss from discontinued operations		-			(91,567	)		-			(249,024