Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On November 9, 2026, following the review of his qualifications by the Board of Directors (the “Directors”) of Axe Compute Inc.…
Filed Nov 13, 2026Accepted Nov 13, 2026, 10:30 AM ESTCIK 1446159Accession 0001171843-26-007416
We are a knowledge-driven company focused on applying 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 our 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.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On November 9, 2026, following the review of his qualifications by the Board of Directors (the “Directors”) of Axe Compute Inc. (the “Company”), the Board appointed Guang Yang to fill an existing vacancy on the Board, effective immediately. Mr. Yang was appointed as a Class II director, to serve until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Following Mr. Yang’s appointment, the Board consists of five directors, a majority of whom are independent, and two vacancies remain. The Board has determined that Mr. Yang is independent under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”).
There are no arrangements or understandings between Mr. Yang and any other person pursuant to which he was appointed as a director. There are no family relationships between Mr. Yang and any director or executive officer of the Company. Mr. Yang does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Yang will participate in the Company’s Amended and Restated Director Compensation Program (the “Director Compensation Program”), under which each non-employee director receives (i) a quarterly award of $8,333 for Board service, consisting of shares of the Company’s common stock with a value of $6,000 and $2,333 in cash, (ii) an additional annual award of $10,000, consisting of shares of common stock with a value of $7,000 and $3,000 in cash, payable on or about June 17 of each year, and (iii) an additional annual award of $11,112 for each committee on which the director serves, consisting of shares of common stock with a value of $8,000 and $3,112 in cash, payable on December 31 of each year, in each case with the cash portion payable in additional shares of common stock at the director’s election and with shares valued at the closing price of the common stock on the last day of the applicable quarter or year or other applicable award date. Mr. Yang’s compensation for his initial period of service will be prorated.
Committee Appointment
On November 9, 2026, the Board appointed Mr. Yang as a member and the chair of the Audit Committee of the Board and determined that Mr. Yang meets the heightened independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq Listing Rule 5605(c)(2)(A), and qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Biographical Information
Guang Yang. Mr. Yang, age 62, has served as Managing Partner of FTL Investments LLC, an investment firm focused on innovative companies across sectors including lithium recycling and next-generation biotechnology, since July 2020. From 2018 to 2020, Mr. Yang served as Executive Chairman and Chief Executive Officer of BrightSphere Investment Group Inc. (NYSE: BSIG), an asset manager, having previously served as its Lead Independent Director from 2017 to 2018. From 2016 to 2018, Mr. Yang served as Partner and President of HNA North America and HNA Capital International. From 2010 to 2016, Mr. Yang founded and led Finergy Capital, a Beijing-based private investment firm, and from 1995 to 2010, he served as Executive Vice President and Senior Portfolio Manager of Global Equities at Franklin Templeton Investments and as Chairman of Franklin Templeton China. Mr. Yang holds a Ph. D. from the Australian National University, an M.B.A. from Harvard Business School and a B.S. from the University of Science and Technology of China, and has held the Chartered Financial Analyst designation since 1998. The Board believes Mr. Yang is qualified to serve as a director due to his extensive experience in capital markets and strategic corporate transformation and his experience as a senior executive and director of a U.S. public company.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On November 13, 2026, the Company issued a press release announcing the matters described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.