SEC Form 4 · accession 0001104659-15-065805

Axe Compute Inc. · AGPU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joshua Kornberg

Officer — CEO and President · Director · 10% Owner

Period of report

Aug 31, 2015

Accepted (ET)

Sep 17, 2015 · 5:28 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001446159

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, $.01 par value^F1	Aug 31, 2015	J	2,778	—	A	6,961	D
Common Stock, $.01 par value^F2	holding	—	—		—	805,982	I	By SOK Partners
Common Stock, $.01 par value^F3	holding	—	—		—	615,281	I	by Atlantic Partners Alliance LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock, $.01 par value^F1,F4,F5	—	Aug 31, 2015	J	250	D	—	—	Common Stock	—	0	D
Series B Convertible Preferred Stock^F1,F6,F5	—	Aug 31, 2015	J	2,778	A	Feb 28, 2016	—	Common Stock	2,778	2,778	D
Series A Warrants^F1,F7	$4.95	Aug 31, 2015	J	11,112	A	—	Aug 31, 2020	Common Stock	11,112	11,112	D
Senior Convertible Note^F8,F2,F9	$11.25	Aug 31, 2015	J	—	D	Jul 23, 2014	Jul 23, 2015	Common Stock	—	0	I

Explanation of responses

F1Pursuant to an Exchange Agreement with the majority holders of Series A Convertible Preferred Stock (the "Series A Shares"), one of which is the Reporting Person, the holders agreed to exchange their Series A Shares for Units under the same terms as the Issuer's public offering which closed on 8-31-2015. Each Unit consists of 1 share of Common Stock, 1 share of Series B Convertible Preferred Stock and 4 Series A Warrants. The reporting person exchanged 250 Series A Shares for 2,778 Units.
F2A limited liability company of which the Reporting Person is one of the managers. The Reporting Person disclaims beneficial ownership of such shares, except for those as which he may have a pecuniary interest therein.
F3A limited liability company, of which the Reporting Person is a member. The Reporting Person disclaims beneficial ownership of such shares, except for those as which he may have a pecuniary interest therein.
F4The Series A Preferred Stock was convertible into shares of common stock.
F5No expiration date.
F6The Series B Convertible Preferred stock is convertible into Common Stock on a one-for-one basis.
F7The warrants are exercisable upon the separation of the Units provided that all Series A Warrants in a given Unit may be exercised for cash at any time commencing 30 days after the issuance date.
F8On July 23, 2014, the Issuer issued a senior convertible note in the original amount of $122,195.60 (the "Note") to SOK Partners, LLC ("SOK Partners"). The Note was convertible at any time after issuance, at the holder's option, into shares of the company's common stock, par value $0.01 per share (the "Common Stock"), at a conversion price equal to the lesser of (i) 72.5% (or if an event of default has occurred and is continuing, 70%) of the average of the lowest three volume weighted average prices of the Common Stock during the ten consecutive trading days prior to the conversion date, and (ii) $11.25 (as adjusted for stock splits, stock dividends, recapitalizations or similar events). On August 31, 2015, in consideration of the payment by the Issuer of $167,694.12, the outstanding principal, accrued interest and penalities payable under the Note were repaid and the Note was canceled.
F9The Note was due on September 1, 2015, as extended by agreement of the holder.