Axe Compute Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors On October 27, 2026, each of Charles L. Nuzum, Daniel E. Handley and Gregory S. St. Clair (collectively, the “Departing Directors”) notified Axe Compute Inc. (the “Company”) of his decision to resign from the Company’s Board of Directors (the “Board”) and all committees thereof, effective October 27, 2026. Mr. Nuzum served as Chairman of the Board. The decision of each Departing Director to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks each of the Departing Directors for his service. Following the resignations of the Departing Directors, the Board consists of four directors, three of whom are independent directors under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), and there are three vacancies on the Board. As a result, the Board continues to be comprised of a majority of independent directors. In connection with the resignations, on November 2, 2026, the Board reconstituted its standing committees with its continuing independent directors such that the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board each continue to satisfy the applicable composition requirements of the Nasdaq listing rules. Board Composition Following the Company’s divestiture of its legacy Helomics business, the Board is focused on aligning its composition with industry experience relevant to the Company’s core business. The Board is in the advanced stages of evaluating candidates to fill the vacancies created by the resignations of the Departing Directors. Consulting Agreements Following their resignations, the Company entered into a consulting agreement with each of the Departing Directors (collectively, the “Consulting Agreements”), pursuant to which each Departing Director has agreed to make himself reasonably available to consult with the Board and the Company’s management in order to facilitate an orderly transition, including with respect to legacy life sciences and pharmaceutical-related matters following the Company’s divestiture of its Helomics subsidiary in the third quarter of 2026. In consideration for such services and a general release of claims in favor of the Company, Mr. Handley will receive a cash payment of $120,000 and each of Messrs. Nuzum and St. Clair will receive a number of restricted shares of the Company’s common stock with a value of $150,000, which will vest in full six months following the effective date of his Consulting Agreement, and each Departing Director will receive the cash retainer and committee fees he would have earned for service on the Board through December 31, 2026. The foregoing description of the Consulting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreements, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending December 31, 2026. Appointment of Chair On November 1, 2026, the Board appointed Christopher Miglino, the Company’s Chief Executive Officer and a director, as Chair of the Board, effective November 1, 2026, succeeding Mr. Nuzum. Mr. Miglino will not receive any additional compensation in connection with his appointment as Chair.