Axe Compute Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
AGPU$6.73+11.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001171843-25-007342
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001171843-26-003484
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 121 previous paragraphs and 79 current paragraphs.
26 unchanged; 18 reworded; 34 added; 76 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (34)
Current report
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.
Current report
Axe Compute Inc. provides customers with access to GPU compute capacity for AI and other high-performance computing workloads through a distributed network model, including infrastructure made available through the Aethir network. We operate a digital asset treasury (the “Treasury Strategy”) focused on ATH, the native utility token of the Aethir network. Collectively, these activities are referred to as the Compute Services and Treasury Management operating segment within our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. We have operated this segment since late 2025 when it undertook a significant strategic shift by adopting the Treasury Strategy and began expanding our business strategy to include the GPU compute business.
Current report
We maintain our legacy oncology drug discovery solutions business, which was previously conducted under the Predictive Oncology Inc. name. Current operations in this business are limited, and the Company is exploring strategic alternatives, including a potential sale or other disposition, although no definitive plan has been approved. Historically, this business applied AI to support the discovery and development of cancer therapies, with the objective of improving treatment effectiveness and patient outcomes. The business leveraged AI capabilities to provide actionable insights about drug compounds to improve the drug discovery process and increase the probability of drug compound success. In February 2026, the Company announced that it is exploring strategic alternatives for this oncology drug discovery solutions business, but the Company’s Board of Directors has not committed to a specific course of action. Accordingly, the oncology drug discovery solutions business did not meet the criteria under Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations to be classified as discontinued operations and held for sale, and therefore is reflected as continuing operations within the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Current report
On February 6, 2026, our Board voted to terminate, without cause, the employment of Raymond F. Vennare as Chief Executive Officer, effective February 9, 2026. Mr. Vennare also resigned as Chairman and a member of the Board effective the same date. In connection with his termination, Mr. Vennare entered into a separation agreement providing for severance and other benefits. The Board appointed Chuck Nuzum, an existing member of the Board, as Chairman effective February 9, 2026. In addition, the Board appointed Christopher Miglino as Chief Executive Officer and as a member of the Board effective February 9, 2026. In connection with his appointment, we entered into an employment agreement with Mr. Miglino and granted him stock options to purchase 500,000 shares of our common stock as an inducement award.
Current report
On February 24, 2026, we announced that we engaged Cardiff Advisory LLC to assist in exploring strategic alternatives for our Legacy Business. The strategic review process, which is being conducted under the oversight of our Board, may include a potential sale, partnership, licensing arrangement, joint venture or other transaction involving the Company’s biobank platform and related operations. The review reflects our continued focus on advancing our artificial intelligence compute infrastructure strategy while evaluating opportunities to maximize value from non-core legacy assets. There can be no assurance that the strategic review process will result in any transaction.
Current report
On March 3, 2026, we announced that our Board appointed Dr. Theodore Zhu and Thorsten Dirks as members of the Board.
Current report
On April 1, 2026, the Board appointed Kyle Okamoto as President and the Company entered into an employment agreement with Mr. Okamoto, which provides for, among other things, an annual base salary equal to $360,000, and at the discretion of the Compensation Committee, grants of stock options or other equity awards. Mr. Okamoto will also be eligible to participate in the Company’s (i) bonus program with annual cash bonus of up to 150% of his salary or a higher percentage based on performance, (ii) long-term incentive plan to be adopted and maintained by the Compensation Committee, and (iii) standard employee benefit plans.
Current report
Additionally, on April 1, 2026, as a material inducement to Mr. Okamoto’s appointment as President, the Company granted Mr. Okamoto stock options to purchase 300,000 shares of the Company’s common stock at an exercise price of $1.62, pursuant to a Stock Option Inducement Award Agreement between Mr. Okamoto and the Company. One-third of the options granted to Mr. Okamoto will vest on the first anniversary of April 1, 2026, with the remaining two-thirds of the options vesting in equal monthly installments over the following twenty-four months, in each case subject to Mr. Okamoto’s continued employment with or service to the Company through each applicable vesting date.
Current report
On April 10, 2026, Josh Blacher advised the Company of his intention to resign from his position as Chief Financial Officer of the Company, effective May 18, 2026. Mr. Blacher’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Current report
On April 16, 2026, the Board appointed Jeremy Yaukey-Witter to serve as Co-Chief Financial Officer of the Company alongside Mr. Blacher from April 16, 2026 through May 18, 2026, and to serve as the sole Chief Financial Officer of the Company after May 18, 2026. The Company entered into an employment agreement with Mr. Yaukey-Witter, which provides for, among other things, an annual base salary equal to $280,000, and at the discretion of the Compensation Committee, grants of stock options or other equity awards. Mr. Yaukey-Witter will also be eligible to participate in the Company’s (i) bonus program with annual cash bonus of up to 40% of his salary or a higher percentage based performance, (ii) long-term incentive plan to be adopted and maintained by the Compensation Committee, and (iii) standard employee benefit plans.
Current report
Additionally, on April 16, 2026, as a material inducement to Mr. Yaukey-Witter’s appointment as Co-Chief Financial Officer, the Company granted Mr. Yaukey-Witter stock options to purchase 225,000 shares of the Company’s common stock at an exercise price of $3.51, pursuant to a Stock Option Inducement Award Agreement between Mr. Yaukey-Witter and the Company. One-third of the options granted to Mr. Yaukey-Witter will vest on the first anniversary of April 16, 2026, with the remaining two-thirds of the options vesting in equal monthly installments over the following twenty-four months, in each case subject to Mr. Yaukey-Witter’s continued employment with or service to the Company through each applicable vesting date.
Current report
On April 22, 2026, the Company announced its entry into a 36-month enterprise infrastructure contract with an enterprise customer (the “April Agreement”). The April Agreement has an aggregate contract value of approximately $260 million. Under the April Agreement, the Company will deliver a dedicated cluster of 2,304 NVIDIA B300 GPUs and AI-focused high-speed storage infrastructure from a single U.S. Tier 3 data center facility. The cluster is intended to support large-scale AI model training, fine-tuning, and high-throughput inference workloads. The infrastructure will maintain NVIDIA reference architecture throughout the contract period. The initial term of the Agreement is 36 months, with targeted deployment commencing in the third quarter of 2026. The Agreement includes options to renew for additional years beyond the initial term. The payment structure under the April Agreement consists of a deposit, prepayment, and monthly payments made in advance on a take-or-pay basis. The agreement includes enterprise-grade service levels.
Current report
Since inception, the Company has incurred recurring losses and has not generated sufficient revenues to fund its operations. Historically, the Company has financed its activities through a combination of debt and equity financings. Since 2023, the Company has monetized certain assets and reduced operating expenses. In September 2025, the Company adopted its Treasury Strategy, which introduced both new sources of capital and additional capital requirements. See “Liquidity and Capital Resources—Liquidity and Plan of Financing” and “Liquidity and Capital Resources—Financing Transactions” below.
Current report
As of March 31, 2026, the Company had approximately $6.9 million in cash and cash equivalents. Additionally, the Company also holds significant ATH digital assets, which may serve as an additional source of liquidity. However, the market price of ATH has exhibited significant volatility over recent periods and remains subject to rapid fluctuations driven by factors such as market sentiment, regulatory developments, network adoption, governance decisions of the Aethir Foundation, and broader crypto-asset market conditions.
Current report
Additional sources of liquidity include the Company’s at-the-market (“ATM”) facility, under which approximately $18.3 million remained available as of the prospectus supplement filed with the SEC on October 29, 2025, as well as a standby equity purchase agreement (“SEPA”) that allows the Company to sell up to $10.0 million of its common stock, in each case subject to the terms, conditions, and limitations of the respective arrangements.
Current report
The Company’s future cash requirements and the adequacy of its available resources will depend on its ability to generate revenue from its compute services and Treasury Strategy, as well as its ability to access additional financing. Management expects operating losses to continue in the near term as the Company scales these initiatives. Given the Company’s recent strategic shift, its future operating results are inherently uncertain, and period-to-period comparisons may not be indicative of future performance.
Current report
Comparison of the three months ended March 31, 2026 and 2025
Current report
Gains (losses) on digital assets. We recorded a loss on digital assets of $4,296,268 in the three months ended in March 31, 2026, with no such losses recorded in the comparative period. The losses in the 2026 period primarily represents the change in fair value of the Company’s ATH holdings, which were not present in the comparative period.
Current report
Cost of revenues. Cost of revenues was $2,856 and $45,118 in the three months ended March 31, 2026 and 2025, respectively. Similarly to revenue, cost of revenues decreased due to a reduced amount of activity within the Drug Discovery Services segment.
Current report
Other income. We recognized other income of $20,628 during the three months ended March 31, 2026, compared to $3,428 in the comparable period in 2025. Other income increased due to dividend payments received.
Current report
Net cash used in operating activities of continuing operations was $3,746,423 in the three months ended March 31, 2026, compared to $985,840 in the three months ended March 31, 2025. Cash used in operating activities of continuing operations increased due to increased cash used in working capital and increased cash operating expenses. Cash used in working capital reflected payments of accounts payable and accrued expenses outstanding at the start of the period. Increased cash operating expenses primarily reflected cash payments for additional professional services resulting from the Company’s adoption of the Treasury Strategy such as asset management and accounting advisory services.
Current report
Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. We have incurred significant and recurring losses from operations for the past several years. As of March 31, 2026, and December 31, 2025, we had cash and cash equivalents of $6,925,244 and $10,790,850, respectively, and working capital of $33,365,078 and $38,503,051, respectively, and accumulated deficit of $421,230,417 and $413,521,474, respectively.
Current report
To meet its short-term liquidity needs in the next twelve months, which are primarily comprised of working capital requirements, the Company has access to various sources of short-term liquidity including cash and cash equivalents and ATH tokens in its treasury. These include approximately 3.2 billion ATH tokens held as of March 31, 2026, and an additional 1.6 billion ATH tokens expected to vest over the subsequent twelve-month period. Although we do not anticipate needing to use our ATH to meet our short-term liquidity needs, to the extent necessary, we may seek to use proceeds from the sale of our ATH to meet such needs. Additional sources of liquidity could include the Company’s ATM facility and the SEPA facility, subject to certain limitations and conditions associated with the respective facilities.
Current report
Management considers the ATM facility to be a viable source of incremental liquidity during fiscal year 2026, subject to market conditions. Management does not assume immediate or full utilization of the ATM facility in its base-case liquidity forecast. Rather, ATM proceeds are considered a discretionary funding source that could be accessed opportunistically during periods of sufficient market liquidity and pricing stability. Based on current market conditions, management believes that any ATM issuances, if undertaken, would likely have potential to occur in fiscal year 2026.
Current report
Management notes that a significant portion of the Company’s liquidity is held in ATH, a digital asset, which has exhibited substantial price volatility over recent trailing 3-, 6-, and 9-month periods. The Company acknowledges that ATH prices are subject to rapid fluctuations due to factors including market sentiment, regulatory developments, network adoption, governance decisions of the Aethir Foundation, and broader crypto-asset market conditions.
Current report
Management has considered downside price scenarios in which the market price of ATH declines materially over the 12-month period following the balance sheet date. Under these scenarios, the U.S. dollar value of the Company’s ATH holdings available for liquidity purposes would be reduced, which has the potential to pressure the Company’s ability to fund operating expenses.
Current report
Management has incorporated these possible scenarios when determining the Company’s liquidity, however, management believes the Company has access to sufficient alternative liquidity sources, as noted above, to weather adverse ATH market price conditions.
Current report
During the three months ended March 31, 2026, there were no shares of common stock issued or sold under the Sales Agreement.
Current report
Standby Equity Purchase Agreement
Current report
On July 1, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”). Pursuant to the SEPA, the Company has the right to sell to Yorkville up to $10 million in shares of its common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA. In connection with the execution of the SEPA, the Company issued 8,033 shares of its common stock to Yorkville as consideration for its commitment to purchase the Company’s common stock pursuant to the SEPA.
Current report
The Company has the right, but not the obligation, from time to time at its discretion until the first day of the month following the 36-month period after the date of the SEPA, to direct Yorkville to purchase a specified number of shares of the Company’s common stock (each such sale, an “Advance”) by delivering written notice to Yorkville (each, an “Advance Notice”). The per share purchase price for the shares of common stock, if any, that the Company elects to sell to Yorkville in an Advance pursuant to the SEPA will be determined by reference to the volume weighted average price of the Company’s common stock (the “VWAP”) and calculated in accordance with the SEPA, less a discount of 4.0%. The Company filed a registration statement on Form S-1 for the resale of up to 128,114 shares by Yorkville on July 18, 2025, which was declared effective by the SEC on July 28, 2025.
Current report
On September 19, 2025, the Company received approval from its stockholders to issue shares of its common stock to Yorkville under the SEPA in excess of 19.99% of the number of shares of common stock outstanding as of the date of the SEPA (the “Exchange Cap”). Yorkville is not obligated to purchase or acquire, and shall not purchase or acquire, any shares of common stock under the SEPA which, when aggregated with all other shares of the Company’s common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by Yorkville and its affiliates exceeding 4.99% of the then outstanding voting power or number of shares of the Company’s common stock.
Current report
As of March 31, 2026, the Company had sold no shares pursuant to the SEPA.
Current report
Recent Accounting Developments
Removed paragraphs (76)
Previous report
This Quarterly Report on Form 10-Q contains “forward-looking statements” that are management’s present expectations of future events. Actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including but not limited to those set forth below and elsewhere in this report, many of which are beyond our control. Important factors that may cause actual results to differ from forward-looking statements include:
Previous report
All statements, other than statements of historical facts, included in this report regarding our growth strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans, and objectives of management are forward-looking statements. When used in this report, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. We do not undertake any obligation to update any forward-looking statements or other information contained herein. Potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure potential investors that these plans, intentions or expectations will be achieved. We disclose important factors that could cause actual results to differ materially from expectations in the “Risk Factors” section and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, and in Item 1A of Part II below. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Previous report
We are a knowledge and science-driven company that applies artificial intelligence (“AI”) to support the discovery and development of optimal cancer therapies, which can ultimately lead to more effective treatments and improved patient outcomes. We use AI and a proprietary biobank of 150,000+ tumor samples, categorized by tumor type, to provide actionable insights about drug compounds to improve the drug discovery process and increase the probability of drug compound success. We also create and develop tumor-specific 3D cell culture models mimicking the physiological environment of human tissue, enabling better-informed decision-making during drug development. Our suite of solutions supports oncology drug development from early discovery to clinical trials.
Previous report
We also recently adopted a digital asset treasury (the “Treasury Strategy”) focused on the Aethir token (“ATH”), the native utility token of the Aethir network, to create a Strategic Compute Reserve. Through our holdings of ATH, we function as an operator on the Aethir network, strengthening Aethir’s ability to provide the global infrastructure layer for the future of AI, democratizing access to AI infrastructure.
Previous report
The Treasury Strategy is overseen by the Cryptocurrency Subcommittee of our board of directors, as well as our Chief Investment Officer, who reports to such committee. In addition, our Treasury Strategy is managed by DNA Holdings Venture, Inc. (“DNA”) pursuant to the Asset Management Agreement (as defined below) and the Strategic Advisor Agreement (as defined below). DNA is permitted to stake and/or lend ATH in the Treasury Strategy.
Previous report
Renovaro
Previous report
On January 1, 2025, we entered into a binding letter of intent (the “LOI”) with Renovaro, Inc. (NASDAQ: RENB) (“Renovaro”) for Predictive Oncology to be acquired by Renovaro (the “Renovaro Merger”). Under the terms of the LOI, Predictive Oncology would be merged into Renovaro in exchange for a newly created series of preferred stock of Renovaro. On February 28, 2025, we entered into an extension agreement with Renovaro (the “Extension Agreement”), pursuant to which the parties amended certain terms of the LOI, including to extend the outside termination date of the LOI from February 28, 2025 to March 31, 2025. No definitive purchase agreement was executed as of March 31, 2025 and the LOI terminated on that date, pursuant to its terms. On April 3, 2025, our Board of Directors notified Renovaro of our decision to discontinue discussions regarding the proposed merger between the two companies. We have no further obligations with respect to the Renovaro Merger, including under the LOI or the Extension Agreement. On May 8, 2025, Renovaro filed a lawsuit in Delaware Chancery Court claiming breaches by us of the LOI and the Extension Agreement and seeking to compel our entry into a merger agreement with Renovaro. The Company does not believe the lawsuit has merit and continues to contest it vigorously. It is not possible to estimate the amount of any loss or range of possible loss that might result from this lawsuit. However, because the final outcome cannot be predicted with certainty, unfavorable or unexpected developments or outcomes could result in a material impact to the Company’s financial condition and results of operations.
Previous report
Eagan Asset Sale to DeRoyal
Previous report
On March 14, 2025, we entered into an asset purchase agreement and closed the transactions contemplated therein with DeRoyal to sell and assign to DeRoyal assets and liabilities exclusively related to the business of providing products for automated, direct-to-drain medical fluid disposal, including our STREAMWAY® product line, in exchange for a total purchase price of $625,000, plus the assumption of certain liabilities.
Previous report
Nasdaq Notice of Delisting and Actions to Regain Compliance
Previous report
On June 9, 2025, we received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that because we had not regained compliance with the minimum $2,500,000 stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), the Staff had determined to delist the Company’s securities from The Nasdaq Capital Market.
Previous report
On June 11, 2025, we submitted a hearing request to Nasdaq’s Hearings Panel (the “Panel”) and our hearing request was accepted.
Previous report
On July 8, 2025, we received a letter from the Staff indicating that the bid price for our common stock had closed below $1.00 per share for 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued listing under Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
Previous report
On July 17, 2025, we attended an oral hearing with the Panel, where we presented plans for coming into compliance with the continued listing standards, which included, but were not limited to, continued sales of common stock through various offerings and a potential reverse stock split. We requested an exception from the continued listing standards through December 8, 2025, to provide us the ability to evidence compliance with the standards.
Previous report
On July 23, 2025, we were notified by Nasdaq that the Panel had granted our request for continued listing on The Nasdaq Capital Market pursuant to an extension through December 8, 2025, to demonstrate compliance with all continued listing requirements, including the Stockholders’ Equity Requirement and Minimum Bid Price Requirement. We have taken actions to timely satisfy the terms of the Panel’s decision, described below.
Previous report
On September 29, 2025, we completed the Reverse Stock Split, which was effective for trading purposes on September 30, 2025. As a result, our stock price increased significantly, and we regained compliance with the Minimum Bid Price Requirement as confirmed by the Staff via a letter dated October 14, 2025.
Previous report
For additional information regarding the actions we have taken to satisfy the terms of the Panel’s decisions related to the Stockholders’ Equity Requirement, refer to the heading below titled “September 2025 Private Placements” containing details regarding the private placements that closed in October 2025.
Previous report
August 2025 Private Placement
Previous report
On August 26, 2025, we entered into a securities purchase agreement dated August 26, 2025 (the “August SPA”) with an accredited investor pursuant to which we sold and issued 36,237 shares of our common stock (the “August Shares”), at a purchase price of $11.40 per share, in a private placement transaction (the “August Private Placement”). The August Private Placement closed on August 26, 2025. We received gross proceeds from the August Offering of approximately $413,093, before deducting offering expenses. We intend to use the net proceeds from this offering for working capital and general corporate purposes.
Previous report
The August SPA contains customary representations, warranties, agreements, indemnification rights and obligations of the parties. Pursuant to the terms of the August SPA, we agreed to certain restrictions on the issuance and sale of common stock (and common stock equivalents) following the closing of the August Offering through October 31, 2025, subject to certain exceptions contained therein. In addition, pursuant to the terms of the August SPA, we granted the purchaser in the August Private Placement a 100% participation right in future offerings of our equity securities through October 31, 2025, which was subsequently waived in connection with the September Private Placements (as defined below). Pursuant to the terms of the August SPA, we were required to prepare and file a registration statement with the SEC that registers the August Shares for resale on or prior to the 90th day after the date of the August SPA, which the Company filed on October 22, 2025.
Previous report
Reverse Stock Split
Previous report
On September 29, 2025, we effectuated a one-for-fifteen (1:15) reverse stock split (the “Reverse Stock Split”) of our common stock. The common stock began trading on Nasdaq on a reverse split-adjusted basis on September 30, 2025. There was no change to the number of authorized shares of common stock or the par value per share of common stock. No fractional shares were issued as a result of the Reverse Stock Split and any fraction of a share of common stock created as a result of the Reverse Stock Split was rounded up to the nearest whole share.
Previous report
Securities Purchase Agreements
Previous report
On September 29, 2025, we entered into a securities purchase agreement dated September 29, 2025 (the “Cash SPA” and together with the Crypto SPA, the “September SPAs”) with certain accredited investors pursuant to which we agreed to sell and issue to such investors in a private placement (the “Cash PIPE Offering”) an aggregate of 4,366,703 shares of common stock (or pre-funded warrants to purchase shares of common stock, in lieu thereof). The shares of common stock (the “Cash PIPE Shares”) were sold at a purchase price of $11.6265 per share (the “Per Share Purchase Price”), and the pre-funded warrants to purchase shares of common stock (the “Cash PIPE Warrants”) were sold at a purchase price per Cash PIPE Warrant equal to the Per Share Purchase Price minus the Cash PIPE Warrant Exercise Price (as defined below), with such purchase price pre-funded on October 7, 2025 (the “Closing Date”). We received aggregate cash gross proceeds of approximately $50.8 million, before deducting placement agent fees and expenses.
Previous report
The unfunded exercise price of each Cash PIPE Warrant is a fixed nominal amount of $0.01 per underlying Cash PIPE Warrant Share (the “Cash PIPE Warrant Exercise Price”). The exercise price and the number of Cash PIPE Warrant Shares issuable upon exercise of each Cash PIPE Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations or similar events affecting the common stock. The Cash PIPE Warrants are exercisable in cash or by means of a cashless exercise, and will have no expiration date. The Cash PIPE Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 19.99%.
Previous report
On September 29, 2025, we entered into a separate securities purchase agreement (the “Crypto SPA”) with certain accredited investors pursuant to which we agreed to sell and issue to such investors in a private placement (the “Crypto PIPE Offering” and collectively with the Cash PIPE Offering, the “September Private Placements”) warrants (the “Crypto PIPE Warrants”) to purchase an aggregate of up to 14,903,393 shares of common stock (the “Crypto PIPE Warrant Shares”) at a purchase price per Crypto PIPE Warrant equal to the Per Share Purchase Price minus the Crypto PIPE Warrant Exercise Price (as defined below), with such purchase price being pre-funded on the Closing Date. The purchasers in the Crypto PIPE Offering tendered ATH to us as consideration for the Crypto PIPE Warrants. We received in-kind contributions of locked and unlocked ATH with an aggregate notional value of approximately $292.7 million, representing a discounted value of approximately $173.3 million.
Previous report
The unfunded exercise price of each Crypto PIPE Warrant is a fixed nominal amount of $0.01 per underlying Share (the “Crypto PIPE Warrant Exercise Price” and together with the Cash PIPE Warrant Exercise Price, the “Warrant Exercise Prices”). The Crypto PIPE Warrants may not be exercised for common stock prior to the receipt of shareholder approval for the issuance of the shares of common stock underlying the Crypto PIPE Warrants. The exercise price and the number of shares of common stock issuable upon exercise of each Crypto PIPE Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the common stock. The Crypto PIPE Warrants are exercisable in cash or by means of a cashless exercise and will have no expiration date. The Crypto PIPE Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not to any percentage in excess of 19.99%.
Previous report
The September SPAs contain customary representations, warranties, agreements, indemnification rights and obligations of the parties. Pursuant to the September SPAs, we agreed to certain restrictions on the issuance and sale of our equity securities for a period beginning on the date of the September SPAs until the 180 th day following the date on which a Resale Registration Statement (as defined below) filed pursuant to the Registration Rights Agreement (as defined below) becomes effective, subject to certain customary exceptions, including, without limitation, issuances (i) contemplated by the September SPAs, (ii) pursuant to employee benefit plans or (iii) pursuant to any at-the-marketing offering sales agreement or similar agreement.
Previous report
The September Private Placements closed on October 7, 2025. We intend to use the in-kind contribution of ATH to fund the Treasury Strategy and to use the remaining net proceeds from the September Private Placements primarily to fund the acquisition of ATH in the open market in support of the Treasury Strategy, as well as for working capital and general corporate purposes.
Previous report
Side Letter
Previous report
On September 29, 2025, in connection with the September Private Placements, we entered into a side letter agreement (the “Side Letter”) with DCI, effective on the Closing Date. The Side Letter provides that DCI will be responsible if any digital assets contributed pursuant to the Crypto SPA that are subject to transfer restrictions (the “Locked Crypto”) are not released from such restrictions as expected or cannot be used by the Company due to issues attributable to DCI, and entitles the Company to seek equitable relief if DCI does not cure such failure within five business days of notice. The Side Letter further provides that for each ATH token purchased by us on the open market, whether through a centralized exchange or a decentralized exchange operating on the Ethereum Network, DCI will grant to us an additional 20% of the number of ATH tokens so purchased. In addition, DCI makes certain representations regarding the ability of the Locked Crypto to generate yield and that the vesting provisions applicable to the Locked Crypto will not interfere with the Treasury Strategy, and the Side Letter further provides that DCI will have no claims against us in connection with any disputes relating to the valuation or contribution of Locked Crypto.
Previous report
Wainwright Engagement Agreement
Previous report
Wainwright acted as the exclusive placement agent in connection with the September Private Placements. Pursuant to that certain engagement agreement we entered into with Wainwright, dated May 14, 2024, as amended on February 18, 2025, June 1, 2025 and September 21, 2025 (the “Engagement Agreement”), Wainwright was entitled to a cash fee of 5% of the gross cash proceeds paid by investors in the September Private Placements (excluding any proceeds tendered to us in the form of digital assets). Additionally, we agreed to issue Wainwright (or its designees) up to 218,335 shares of common stock issuable upon the exercise of warrants (the “Agent Warrants”) equal to 5% of the Cash PIPE Shares and the Cash PIPE Warrants sold pursuant to the Cash SPA. The Agent Warrants are exercisable for five years from the date of issuance at an exercise price equal to $11.6265 per share. We also agreed to reimburse Wainwright for its reasonable expenses in connection with the September Private Placements.
Previous report
Strategic Advisor Agreement
Previous report
On October 7, 2025, in connection with the Treasury Strategy, we entered into a strategic advisor agreement (the “Strategic Advisor Agreement”) with DNA, pursuant to which we engaged DNA as a non-exclusive strategic advisor to provide financial advisory services related to digital asset strategies and business development initiatives. As compensation for its services under the Strategic Advisor Agreement, we issued 1,348,906 shares of common stock (the “Advisor Warrant Shares”) issuable upon the exercise of warrants (the “Advisor Warrants”) to DNA. The Advisor Warrants are exercisable for five years from the date of issuance at an exercise price equal to $11.6265 per share. The Advisor Warrants include a beneficial ownership limitation of 4.99% (or, at the election of DNA, 9.99%) of the common stock, and provide for cashless exercise and piggyback registration rights. The Strategic Advisor Agreement contains customary representations and warranties, confidentiality provisions, and limitations on liability.
Previous report
Asset Management Agreement
Previous report
On October 7, 2025, in connection with the Treasury Strategy, we entered into an asset management agreement (the “Asset Management Agreement”) with DNA, pursuant to which DNA, in its capacity as our asset manager (the “Asset Manager”), will provide discretionary asset management services with respect to certain of our digital assets, including cryptocurrency and tokens (the “Account Assets”). The Account Assets will include, at our discretion, cash proceeds from securities offerings, ATH, stablecoin proceeds, and any additional assets designated by the Company, excluding assets attributable to our AI-driven drug development business.
Previous report
As compensation for its services, the Asset Manager will be entitled to an asset-based management fee equal to 1.00% per annum of the Account Assets, calculated and paid quarterly in advance, as well as an incentive fee equal to 25% of any profits earned on the Account Assets in excess of 7%. We will be responsible for all reasonable and documented expenses related to the operation of the account holding the Account Assets, including custodial, banking, brokerage, transaction, and other related fees.
Previous report
The initial term of the Asset Management Agreement will be ten years, with automatic one-year renewal periods unless terminated by either party in accordance with the Asset Management Agreement. The Asset Management Agreement may be terminated by us for cause, including fraud, gross negligence, willful misconduct, or material breach by the Asset Manager, or by the Asset Manager for cause or upon certain acts of insolvency, each as described in the Asset Management Agreement. While the Asset Manager will be our exclusive asset manager, the Asset Manager may nonetheless provide similar services to other clients, and the Asset Manager or its affiliates may engage in transactions for their own accounts. The Asset Management Agreement contains customary representations, warranties, confidentiality, indemnification and limitation of liability provisions, and is governed by the laws of the State of New York.
Previous report
Registration Rights Agreement
Showing the first 40 of 76 passages. Open the source sections for the rest.
Reworded paragraphs (18)
Previous wording
The following discussion and analysis should be read together with our unaudited condensed consolidated financial statements and related notes thereto set forth in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and our Form 10-K for the year ended December 31, 2025.
Previous wording
On September 29, 2025, we announced the launch of the Treasury Strategy, which is focused on ATH, the native token of the Aethir network. Aethir is a leading decentralized physical infrastructure network developed by DCI Foundation, a Panama foundation company (“DCI”), that provides a decentralized graphics processing unit (“GPU”) network, which connects producers and consumers of GPU compute power at enterprise scale, supporting applications such as artificial intelligence computation, gaming and cloud workloads. ATH is a utility token used for GPU rentals, staking, validation and the provision of network rewards on the Aethir network. ATH functions as a proxy for a unit of GPU compute power and serves as a medium of exchange and unit of incentives for participants in the Aethir network. Participants in the Aethir network can generate yield or other rewards by staking or lending ATH or by otherwise serving as a source of ATH liquidity. On November 10, 2025, we held approximately 5.70 billion ATH, with a market value of approximately $152.8 million, based on a price of $0.0268 per ATH, the price reported on the Coinbase exchange as of 4:00 p.m. Eastern Time on such date, of which 3.7 billion ATH are locked and subject to vesting and/or transfer restrictions and 2.0 billion ATH are unlocked.
Current wording
On September 29, 2025, the Company announced the launch of its Treasury Strategy focused on ATH. Aethir is a leading decentralized physical infrastructure network developed by DCI, that provides a decentralized GPU network, connecting producers and consumers of GPU compute power at enterprise scale, supporting applications such as artificial intelligence computation, gaming and cloud workloads. ATH functions as a proxy for a unit of GPU compute power and serves as a medium of exchange and unit of incentives for participants in the Aethir network. Participants in the Aethir network can generate yield or other rewards by staking or lending ATH or by otherwise serving as a source of ATH liquidity.
Previous wording
Pursuant to the Treasury Strategy, we intend to continue acquiring additional ATH in the open market and to earn yield on our ATH treasury holdings by engaging in ATH staking and other activities. As a holder of ATH, we accrue unrealized gains or losses from any appreciation or depreciation, as applicable, in the value of ATH tokens, which trade on various cryptocurrency exchanges.
Current wording
Pursuant to the Treasury Strategy, the Company intends to continue acquiring additional ATH in the open market and to earn yield on its ATH treasury holdings by engaging in ATH staking and other activities. As a holder of ATH, the Company accrues unrealized gains or losses from any appreciation or depreciation, as applicable, in the value of ATH tokens, which trade on various cryptocurrency exchanges.
Previous wording
In addition to operating our AI drug discovery and development business, our management is focusing its resources on the Treasury Strategy and a significant portion of our balance sheet is allocated to holding ATH pursuant to the Treasury Strategy.
Current wording
The Company’s management is focusing its resources on the Treasury Strategy, and a significant portion of the Company’s balance sheet will be allocated to holding ATH pursuant to its Treasury Strategy.
Previous wording
Currently the Treasury Strategy is primarily dedicated to ATH, and we do not intend to allocate treasury assets to other digital assets in the near term. As a result, our assets are highly concentrated in a single digital asset. Adverse developments specific to ATH, its protocol, or its network could have a disproportionate impact on our financial condition and results of operations.
Current wording
Currently, the Treasury Strategy is primarily dedicated to ATH, and the Company does not intend to allocate treasury assets to other digital assets in the near term. As a result, the Company’s assets will be highly concentrated in a single digital asset. Adverse developments specific to ATH, its protocol, or its network could have a disproportionate impact on the Company’s financial condition and results of operations.
Previous wording
Our Treasury Strategy is intended to bring value to our stockholders through the following:
Current wording
The Company’s Treasury Strategy is intended to bring value to its stockholders through the following:
Previous wording
Revenue. We recorded revenue of $3,618 and $3,907 in the three months ended September 30, 2025 and 2024, respectively. Revenue in the three months ended September 30, 2025 was largely unchanged from the comparable period in 2024.
Current wording
Revenue. We recorded revenue of $35,311 and $110,310 in the three months ended March 31, 2026 and 2025, respectively. Revenue in the three months ended March 31, 2026, decreased from the prior year due to a reduced amount of revenue generating activities within the Drug Discovery Services segment.
Previous wording
General and administrative expenses. General and administrative (“G&A”) expenses primarily consist of management salaries, professional fees, consulting fees, administrative fees, and general office expenses. G&A expenses increased by $1,067,804 to $2,613,075 in the three months ended September 30, 2025, compared to $1,545,271 in the comparable period in 2024. The increase was primarily due to increased legal fees and increased stock-based compensation expense, offset by decreased employee salaries and benefits resulting from lower headcount. Stock-based compensation expense increased due to restricted stock units granted during the three months ended September 30, 2025 to employees, directors, and consultants.
Current wording
General and administrative expenses. General and administrative (“G&A”) expenses primarily consist of management salaries, professional fees, consulting fees, administrative fees, and general office expenses. G&A expenses increased by $1,080,836 to $2,909,036 in the three months ending March 31, 2026, compared to $1,828,200 in the comparable period in 2025. The increase was primarily due to the severance expense to the prior CEO and an increase in payroll expenses due to salary increases for existing employees and stock based compensation expense in the three months ending March 31, 2026.
Previous wording
Operations, research and development expenses. Operations, research and development expenses primarily consist of expenses related to product development, prototyping, and testing. Operations, research and development expenses decreased by $6,679 to $528,557 in the three months ended September 30, 2025 compared to $535,236 in the comparable period in 2024. The decrease was primarily due to decreased consultant fees and lower purchases of laboratory supplies, partially offset by increased stock-based compensation expense.
Current wording
Research and development expenses. Research and development expenses primarily consist of expenses related to product development, prototyping, and testing. Research and development expenses increased by $27,039 to $547,445 in the three months ended March 31, 2026, compared to $520,406 in the comparable period in 2025. The increase was primarily due to increases in cloud computing costs and other lab supplies.
Previous wording
Sales and marketing expense. Sales and marketing expenses consist of expenses required to market and sell our products and services. Sales and marketing expenses increased by $60,827 to $133,494 in the three months ended September 30, 2025, compared to $72,667 in the comparable period in 2024. The increase was primarily due to increased fees for digital marketing consultants, partially offset by lower employee compensation resulting from lower headcount.
Current wording
Sales and marketing expenses. Sales and marketing expenses consist of expenses required to market and sell our products and services. Sales and marketing expenses increased by $4,754 to $8,387 in the three months ended March 31, 2026, compared to $3,633 in the comparable period in 2025. Sales and marketing expenses were relatively stable year over year.
Previous wording
On September 30, 2025, we had $181,667 in cash and cash equivalents. Cash and cash equivalents from continuing operations decreased by $430,155 from December 31, 2024, due to the following factors.
Current wording
On March 31, 2026, we had $6,925,244 in cash and cash equivalents. Cash and cash equivalents from continuing operations decreased by $3,865,606 from December 31, 2025, due to the following factors.
Previous wording
No cash was used in or provided by investing activities of continuing operations in the nine months ended September 30, 2025, while $3,032 was used in investing activities of continuing operations in the nine months ended September 30, 2024 to acquire property and equipment.
Current wording
The Company used $21,000 in investing activities of continuing operations in the three months ended March 31, 2026, to acquire property and equipment. No cash was used in investing activities of continuing operations in the three months ended March 31, 2025.
Previous wording
Net cash provided by financing activities of continuing operations was $4,555,905 in the nine months ended September 30, 2025, compared to $4,134,970 provided by financing activities of continuing operations in the nine months ended September 30, 2024. Cash provided by financing activities of continuing operations in the 2025 period was primarily related to proceeds from the exercise of warrants to purchase common stock, proceeds from the issuance of common stock pursuant to the ATM offering, proceeds from the issuance of common stock pursuant to the Extension Agreement with Renovaro, proceeds from the issuance of common stock pursuant to a Registered Direct Offering, and proceeds from private placements of common stock with accredited investors in May and August, while the cash provided in the 2024 period was primarily related to proceeds from the issuance of common stock pursuant to the ATM offering in May 2024 and the Warrant Inducement Transaction completed in July 2024.
Current wording
Net cash used in financing activities of continuing operations was $98,183 in the three months ended March 31, 2026, compared to $2,499,687 provided by financing activities of continuing operations in three months ended March 31, 2025. Cash provided by financing activities of continuing operations in the 2025 period was primarily related to proceeds from the issuance of common stock and warrants.
Previous wording
Net cash provided by discontinued operations was $825,586 in the nine months ended September 30, 2025, compared to $1,731,963 used in discontinued operations in the nine months ended September 30, 2024. Net cash provided by operating activities of discontinued operations for the nine months ended September 30, 2025, was $200,586, while net cash used in operating activities of discontinued operations for the nine months ended September 30, 2024, was $1,757,485. This change primarily relates to decreased cash losses due to ceasing the discontinued operations. Net cash provided by investing activities of discontinued operations was $625,000 for the nine months ended September 30, 2025, while net cash provided by investing activities of discontinued operations was $25,552 for the nine months ended September 30, 2024. The cash provided in the 2025 period related to proceeds from the sale of Eagan assets pursuant to the asset purchase agreement executed with DeRoyal in March 2025.
Current wording
Net cash provided by discontinued operations was $0 in the three months ended March 31, 2026, compared to $854,494 provided by discontinued operations in the three months ended March 31, 2025. Net cash provided by operating activities and investing activities of discontinued operations was $229,494 and $625,000, respectively. for the three months ended March 31, 2025. The cash provided in the 2025 period related to proceeds from the sale of Eagan assets pursuant to the asset purchase agreement executed with DeRoyal in March 2025.
Previous wording
Our future cash requirements and the adequacy of available funds depend on our ability to generate revenues from and reach profitability in our oncology drug discovery business, our ability to generate income from our Treasury Strategy, and the availability of future financing to fulfill our business plans. See “Liquidity and Capital Resources – Liquidity and Plan of Financing” below.
Current wording
Beyond the next twelve months, our long-term liquidity needs are primarily for obligations related to working capital requirements. Our ability to meet these needs and the adequacy of available funds depend on our ability to generate income from our compute services and Treasury Strategy, and the availability of future financing to fulfill our business plans. The Company will also have access to an additional 1.5 billion ATH tokens expected to be vested beyond twelve months from March 31, 2026.
Previous wording
As of September 30, 2025, approximately $2,292,000 remained available to us for sales of our common stock under the Sales Agreement.
Current wording
As of March 31, 2026, and December 31, 2025, approximately $18,330,000 remained available to us for sales of our common stock under the Sales Agreement.
Previous wording
During the three months ended September 30, 2025, we issued and sold 78,356 shares of common stock under the Sales Agreement resulting in net proceeds to us of approximately $921,000 after deducting approximately $38,000 in issuance costs. During the nine months ended September 30, 2025, we issued and sold 97,343 shares of common stock under the Sales Agreement resulting in net proceeds to us of approximately $1,084,000 after deducting approximately $161,000 in issuance costs.
Current wording
During the year ended December 31, 2025, we issued and sold 139,680 shares of common stock under the Sales Agreement resulting in net proceeds to the Company of approximately $1,530,000 after deducting approximately $342,000 in issuance costs.
Previous wording
See Note 1, Organization and Summary of Significant Accounting Policies, to the unaudited condensed consolidated financial statements of this Quarterly Report on Form 10-Q for a discussion of recent accounting developments.
Current wording
See “Recent Accounting Pronouncements” and “Recently Adopted Accounting Standards” underNote 2 - Summary of Significant Accounting Policies to the unaudited condensed financial statements of this Quarterly Report on Form 10-Qfor further details.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On October 29, 2025, in accordance with the terms of the Sales Agreement, we determined to further increase the number of shares we may sell under the Sales Agreement, from the approximately $2,292,000 remaining as of September 30, 2025 up to an aggregate of $18,330,000, and we filed an additional prospectus supplement with the SEC on October 29, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On May 13, 2025, we executed a share subscription agreement with an institutional and accredited investor for the sale, in a private placement, by the Company of 18,692 shares of our common stock at a price of $16.05 per share for a total purchase price of $300,000. The closing of this share issuance occurred on June 3, 2025.