Form 8-K

8-K — POWERCOMPUTE, INC.

Accession: 0001193125-26-385908

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0001640384

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lmfa-20260909.htm (Primary)

EX-99.1 (lmfa-ex99_1.htm)

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8-K

8-K (Primary)

Filename: lmfa-20260909.htm · Sequence: 1

8-K

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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): September 9, 2026

POWERCOMPUTE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-37605

47-3844457

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1200 West Platt Street

Suite 100

Tampa, Florida

33606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 813 222-8996

(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))

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 Stock par value $0.001 per share

PWCM

The Nasdaq Stock Market LLC

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 ☐

If 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On September 9, 2026, the Company issued a press release providing Bitcoin production and mining update for the one month ended August 31, 2026. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information furnished in this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that Section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

99.1

Press Release dated September 9, 2026

104

Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

***

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainty. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Such statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

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 hereunto duly authorized.

PowerCompute, Inc.

Date:

September 9, 2026

By:

/s/ Richard Russell

Richard Russell, Chief Financial Officer

EX-99.1

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EX-99.1

PowerCompute Announces August 2026 Production and Operational Update

Bitcoin holdings of 323 BTC valued at approximately $25.2 million as of August 31, 2026

Captured approximately $132,000 in energy sales from curtailment during the month

TAMPA, FL, September 9, 2026 — PowerCompute, Inc. (Nasdaq: PWCM) (“PowerCompute” or the “Company”), a Bitcoin treasury and mining company expanding into high-performance computing (“HPC”) and artificial intelligence (“AI”) infrastructure, today announced its preliminary, unaudited Bitcoin mining and operational update for the month ended August 31, 2026.

Metric

August 2025

July 2026

August 2026

- Bitcoin1

- Mined, net

5.8

7.9

- Sold

9.0

11.1

- Purchased

164.0

- Service Fee

- Bitcoin HODL

311.2

315.1

323.02

“August production of 7.9 Bitcoin was consistent with July, reflecting continued seasonal heat-related curtailment at our Oklahoma and Mississippi sites, which is typical for this time of year,” said Bruce M. Rodgers, Chairman, Chief Executive Officer and President of PowerCompute. “That curtailment generated approximately $132,000 in energy sales during the month, equivalent to approximately 1.7 Bitcoins at the August 31 Bitcoin price. This brought our total energy sales to approximately $223,000 over the past two months. Our ability to monetize our power when it is most valuable to the grid is precisely the flexibility that owning our infrastructure gives us.”

The Company estimates that the value of its 323 Bitcoin holdings on August 31, 2026 was approximately $25.2 million, based on a Bitcoin price of approximately $78,000 as of that date. Of these holdings, 307 Bitcoin are pledged as collateral under the Company's Arch credit facility, against which approximately $21.9 million was outstanding as of August 31, 2026. The remaining 16 Bitcoin are unencumbered.The Company had 2,421,472 shares of common stock outstanding as of August 31, 2026.

“We are continuing our Bitcoin miner refresh, ordering approximately 1,000 miners to replace older S19j Pro units rated at 100 TH/s or below,” said Richard Russell, Chief Financial Officer of PowerCompute. “The new machines are expected to be energized by September 30, 2026. Once online, we estimate our active hash rate will increase by approximately 7%, to a forecasted 825 PH/s from 771 PH/s as of June 30, 2026, on newer and more efficient hardware.”

1Unaudited

2Includes 307 BTC held for Arch loan facility

About PowerCompute

PowerCompute, Inc. (Nasdaq: PWCM) is a Bitcoin treasury and mining company expanding into high-performance computing and artificial intelligence infrastructure. Founded in 2008 and headquartered in Tampa, Florida, the Company operates 26 megawatts of wholly-owned power infrastructure across facilities in Oklahoma and Mississippi. The Company also operates a technology-enabled specialty finance business providing funding to nonprofit community associations primarily in the State of Florida. For more information, please visit https://www.power-compute.com.

Forward-Looking Statements

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the Company’s most recent Annual Report on Form 10-K and its other filings with the SEC, which are available at www.sec.gov. These risks and uncertainties include, without limitation, the volatility of Bitcoin and other cryptocurrency prices, risks related to the use of Bitcoin as collateral for the Arch Facility, including the requirement to post additional collateral if the value of Bitcoin declines, our ability to satisfy the terms and conditions of the Arch Facility or to extend such loans on satisfactory terms, our ability to successfully enter and operate in the high-performance computing and AI infrastructure business, the availability and cost of GPU and related infrastructure equipment, the timely delivery, installation and energization of newly ordered mining equipment and our ability to realize anticipated increases in hash rate, competition in the HPC and AI compute market, our ability to finance our site acquisitions and cryptocurrency mining operations, the risks of operating in the cryptocurrency mining business and our ability to grow that business, the capacity of our Bitcoin mining machines and our related ability to purchase power at reasonable prices, and our ability to identify and acquire additional mining sites. The occurrence of any of these risks and uncertainties could have a material adverse effect on our business, financial condition, and results of operations.

Investor and Media Contact

KCSA Strategic Communications

Philip Carlson

pwcm@kcsa.com

212-896-1233

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