Form 8-K

8-K — AVAX ONE TECHNOLOGY LTD.

Accession: 0001493152-26-032086

Filed: 2026-07-06

Period: 2026-07-03

CIK: 0001826397

SIC: 6199 (FINANCE SERVICES)

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 3, 2026

AVAX

ONE TECHNOLOGY LTD.

(Exact

Name of Registrant as Specified in Charter)

British

Columbia A1

001-40578

NA 00-0000000

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

800-525

West 8th Avenue

Vancouver,

BC, Canada

V5Z1C6

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (604) 757-0952

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

AVX

The

Nasdaq Capital Market

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The

grant of shares pursuant to the Kahn Separation Agreement (as defined below) was made in a transaction exempt from registration under

Section 4(a)(2) of the Securities Act of 1933, as amended.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 3, 2026 (the “Effective Date”), by mutual agreement, Jolie Kahn departed from her role as Chief Executive Officer of

AVAX One Technology Ltd. (the “Company”), effective as of the Effective Date. There was no disagreement with the Company

known to an executive officer of the Company on any matter relating to the Company’s operations, policies or practices in connection

with Ms. Kahn’s departure, nor has Ms. Kahn been removed for cause.

the interim, and while the Company’s Board of Directors conducts a search for a permanent successor, Peter Wylie Jr. will assume

the role of interim CEO of the Company, in addition to continuing to serve as the Company’s Chief Operating Officer. In connection

with his increased responsibilities as interim CEO, Mr. Wylie will receive an increase in his compensation and receive a total payment

of $40,000 per month.

connection with Ms. Kahn’s departure, on July 5, 2026, Ms. Kahn and the Company entered into a Separation and Release Agreement

(the “Kahn Separation Agreement”) that terminates the Consulting Agreement, dated November 1, 2025, as amended, between Ms.

Kahn and the Company (the “Consulting Agreement”), effective as of the Effective Date. Pursuant to the Kahn Separation Agreement,

and in exchange for a general release of claims in favor of the Company and the other released parties, Ms. Kahn will receive a lump

sum cash payment of $160,000 in lieu of payment of her consulting fees through the end of the term of the Consulting Agreement, reimbursement

for certain medical insurance costs, and a grant of shares of unregistered common stock having a fair market value of $250,000. Ms. Kahn

will remain subject to certain non-competition, non-solicitation and non-disparagement covenants that survive the termination of the

Consulting Agreement.

The

foregoing description of the Kahn Separation Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Kahn Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

Item

7.01 Regulation FD Disclosure.

July 6, 2026, the Company issued a press release announcing the leadership transition. A copy of the press release is attached to this

report as Exhibit 99.1.

The

information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

FORWARD-LOOKING

STATEMENTS

This

Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)

contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available

to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings

the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”

“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management

identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject

to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results

of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,

or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,

expected, intended or planned.

Although

Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future

results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the

United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

Item

9.01 Financial Statements and Exhibits.

10.1

Separation and Release Agreement dated as of July 5, 2026

99.1

Press Release dated July 6, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

July 6, 2026

AVAX

ONE TECHNOLOGY LTD.

By:

/s/

Peter Wylie Jr

Name:

Peter

Wylie Jr., Chief Operating Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

AVAX

One Announces Leadership Transition

Board

Appoints Chief Operating Officer, Pete Wylie, as Interim Chief Executive Officer

WEST

PALM BEACH, FL, July 6, 2026 -- AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”),

today announced a leadership change where Jolie Kahn has resigned as Chief Executive Officer (“CEO”) of the Company, effective

immediately. The Board of Directors (“Board”) has appointed Pete Wylie, the Company’s Chief Operating Officer, as Interim

CEO. Mr. Wylie will continue to serve as Chief Operating Officer. Additionally, the Board has initiated a comprehensive search for a

permanent successor and has formally retained global executive search firm ZRG Partners to support the process.

“Jolie

has played an instrumental role in positioning AVAX One for long-term success as we transformed into a digital infrastructure company,”

said Matt Zhang, Chairman of the Board. “On behalf of the Board, I thank Jolie for her dedicated service and wish her the very

best in her future endeavors. We have full confidence in Pete’s ability to lead the Company through this transition, and the Board

remains committed to a thorough process to identify our next permanent CEO.”

Mr.

Wylie is a seasoned entrepreneur and investor with multiple exits in the financial and consumer technology sectors, and brings deep operational

and financial experience to the Company. He previously served as Chief Financial Officer of Napster Holdings Inc. through its 2025 acquisition

by Infinite Reality (now Napster Inc.), and as CFO/COO of consumer lender CommonBond. He also co-founded consumer financial technology

company Gradible, which was acquired by CommonBond in 2016.

“I

am honored and grateful for the opportunity to lead AVAX One through this transition,” said Pete Wylie, Interim Chief Executive

Officer. “AVAX One has built a strong foundation as a digital infrastructure company, and I look forward to working closely with

the Board and our talented team to build on that momentum. While the Board conducts its search for a permanent CEO, I’m committed

to keeping the team focused on execution and delivering long-term shareholder value.”

Ms.

Kahn’s departure was not the result of any disagreement with the Company regarding its operations, policies, or practices.

About

AVAX One Technology Ltd.

AVAX

One Technology Ltd. (NASDAQ: AVX) is a digital infrastructure company accelerating the transition to an onchain financial economy. The

Company builds power-first, modular data centers in energy-advantaged regions — leveraging behind-the-meter generation and microgrid

design to deliver reliable, cost-efficient compute capacity for AI and high-performance computing (HPC) workloads. The Company’s

powered land model eliminates grid dependency and delivers pre-energized, Tier 3-ready sites on accelerated timelines unavailable through

traditional utility-connected development. In addition, the Company continues to mine Bitcoin in Alberta and Ohio, operating at a hashrate

of approximately 300 PH/s. Alongside AVAX One’s physical infrastructure, the Company maintains a strategic Avalanche digital asset

treasury, accumulating AVAX and generating onchain yield through native staking and ecosystem participation. Together, these three pillars

give public market investors unique exposure to both the digital infrastructure layer and the onchain economy. For more information,

please visit www.avax-one.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can generally be identified by the use of words such

as “anticipate,” “expect,” “intend,” “plan,” “could,” “may,”

“will,” “would,” “believe,” “estimate,” “target,” “project,”

and other words of similar meaning. Each forward-looking statement contained in this press release is subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties

include, among others: risks relating to the Company’s operations and business, including the highly volatile nature of the price

of Bitcoin, AVAX, and other digital assets, and the risk that the price of the Company’s securities may be highly correlated to

the price of the digital assets it holds; increased competition in the data center, AI/HPC, and digital asset industries; and legal,

commercial, regulatory, and technical uncertainties affecting the Company’s business, as well as those risks and uncertainties

identified in the Company’s filings with the U.S. Securities and Exchange Commission. The forward-looking statements in this press

release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements,

whether as a result of new information, future events, or otherwise.

Investor

Relations Contact

Sean

Mansouri, CFA or Aaron D’Souza

Elevate

(720)

330-2829

AVX@elevate-ir.com

Media

Contact

Ethan

Lyle

Prospero

avax-one@prospero.agency

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