Axe Compute Inc.

AGPU · 8-K · Filed Sep 17 · 20:050001171843-26-006093Read the filing ›Open on SEC EDGAR

8-K

f8k_091626.htm

of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

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On September 11, 2026, Axe Compute Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Agreement”) with DataMeds AI, Inc. (NASDAQ: MEDS), a Delaware corporation (“DataMeds”), pursuant to which the Company agreed to sell, and DataMeds agreed to purchase, all of the issued and outstanding shares of common stock of Helomics Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Helomics”), for aggregate consideration consisting of (i) 636,328 shares of DataMeds common stock (the “Consideration Shares”), representing 19.99% of the shares of DataMeds common stock outstanding immediately prior to the closing, and (ii) a convertible promissory note in the principal amount of $1,363,672 with a conversion price of $1.00 per share (the “Convertible Note” and, together with the Consideration Shares, the “Purchase Price”).

¶1

The sale of Helomics completes the Company’s strategic transition to a pure-play neocloud GPU-as-a-Service company. Helomics was the final operating business remaining from the Company’s former identity as Predictive Oncology Inc., prior to its name change in December 2025.

The Consideration Shares and the Convertible Note are being issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and constitute “restricted securities” under the Securities Act. The Consideration Shares and any shares of DataMeds common stock issuable upon conversion of the Convertible Note are subject to a 12-month lock-up period from the closing date, during which the Company may not transfer such securities except to affiliates or with DataMeds’ prior written consent.