Gold.com (NYSE: GOLD) secures $150M PIPE with board and lock-up terms

Rhea-AI Filing Summary

Gold.com, Inc. entered into a $150 million private placement of common stock with an affiliate of Tether Global Investments Fund. The investor agreed to purchase 3,370,787 shares at $44.50 per share in two tranches.

The first tranche of 2,840,449 shares closed for $126.4 million on February 6, 2026. The second tranche of 530,337 shares for $23.6 million will close after expiration or early termination of the Hart-Scott-Rodino waiting period. The company will use $20 million of the proceeds to acquire XAU₮, a gold-backed stablecoin sponsored by an affiliate of the investor.

An Investor Rights Agreement gives the investor, while holding at least 5% of outstanding shares, the right to nominate board members proportional to its holdings, currently one director, plus customary registration rights. A 90-day Lock-Up Agreement restricts the investor from selling or hedging its shares, subject to limited exceptions.

Insights

Equity capital markets analyst

Gold.com secures $150 million PIPE with governance and lock-up terms.

Gold.com, Inc. arranged a private investment in public equity (PIPE), selling 3,370,787 common shares at $44.50 per share for total proceeds of $150 million. One tranche of 2,840,449 shares for $126.4 million has closed, with a second 530,337-share tranche for $23.6 million contingent on Hart-Scott-Rodino clearance.

The company will direct $20 million of proceeds to acquire XAU₮, a gold-backed stablecoin sponsored by an affiliate of the investor, tying part of this financing to a specific digital-asset exposure. The remaining proceeds are not detailed in this excerpt.

An Investor Rights Agreement grants the investor board nomination rights while it holds at least 5% of outstanding shares, currently one director, and customary registration rights to facilitate potential future resales. A 90-day lock-up limits near-term selling or hedging of the acquired shares, which may temper immediate market overhang. Overall impact depends on future board nominations, regulatory clearance timing, and subsequent disclosures on use of the remaining capital.

false0001591588GOLD.COM, INC.00015915882026-02-042026-02-04

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): February 04, 2026

GOLD.COM, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-36347	11-2464169
(State or Other Jurisdiction of Incorporation or organization)			(Commission File Number)	(IRS Employer Identification No.)
1550 Scenic Avenue Suite 150
Costa Mesa, California				92626
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 844 455-4653

Not Applicable

(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, $0.01 par value		GOLD		The New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On February 4, 2026, Gold.com, Inc. (the “Company”) entered into a Securities Purchase Agreement (as amended by Amendment No. 1 dated February 5, 2026, the “Purchase Agreement”) with TPM, S.A. de C.V., (“TPM”), an affiliate of Tether Global Investments Fund, S.I.C.A.F., S.A. Pursuant to the Purchase Agreement, TPM has agreed to purchase an aggregate of 3,370,787 shares of the Company’s common stock at a price of $44.50 per share, to be settled in two tranches in connection with a $150 million private placement of equity securities (the “PIPE Financing”). This price represents an 11.9% discount to the 10-day volume weighted average price of the Common Shares on the NYSE as of market close on February 4, 2026. The first tranche of the shares was purchased on February 6, 2026, corresponding to 2,840,449 shares for an aggregate purchase price of $126.4 million. The second tranche of 530,337 shares will be acquired for an aggregate purchase price of $23.6 million following expiration or early termination the waiting period under the Hart-Scott-Rodino Act of 1976.

The Purchase Agreement provides that the Company will use $20 million of the proceeds of the sale of the shares to acquire XAU₮, a gold-backed stablecoin sponsored by an affiliate of TPM. The Purchase Agreement also provides that the parties have agreed to use their reasonable commercial efforts in good faith to negotiate and execute certain additional agreements relating to gold lending, gold storage and certain other related commercial arrangements, provided that these agreements must be mutually acceptable to the parties in their reasonable commercial discretion.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference herein.

Investor Rights Agreement

In connection with the PIPE Financing, the Company and TPM entered into an Investor Rights Agreement. This agreement provides that, for so long as TPM holds at least 5% of the Company’s outstanding shares, it will have the right to nominate members of the Company’s board of directors in proportion to its holdings, rounded down to the nearest whole board seat, but not less than one board member. Accordingly, TPM is entitled currently to nominate one director to the board, and upon receiving notice of nomination, the Company is obligated, as soon as practicable thereafter, to take all necessary corporate action to cause TPM’s nominee to be appointed to the board. The Investor Rights Agreement also provides TPM with customary rights to have its shares acquired pursuant to the Purchase Agreement to be registered under the Security Act of 1933, including certain customary demand and piggyback registration rights.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein.

Lock-Up Agreement

Also, in connection with the PIPE Financing, TPM has executed a Lock-Up Agreement in favor of the Company. Under the terms of the Lock-up Agreement, TPM has agreed that, for a period of 90 days, it will not sell, pledge or otherwise transfer any shares of the Company’s common stock, whether now owned or hereafter acquired; enter into any swap, hedge, short sale or similar arrangement with respect to such shares, in cash or otherwise; make any demand for or exercise any right with respect to such shares; or publicly disclose the intention to sell, pledge, transfer or enter into any swap, hedge, short sale or similar arrangement with respect to such shares, subject to certain exceptions.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Securities Purchase Agreement, dated as of February 4, 2026, between Gold.com, Inc. and TPM, S.A. de C.V.
10.2		Amendment No. 1, dated as of February 5, 2026, to Securities Purchase Agreement between Gold.com, Inc. and TPM, S.A. de C.V.
10.3		Investor Rights Agreement, dated as of February 4, 2026, is entered into between Gold.com, Inc. and TPM, S.A. de C.V.
10.4		Lock-up Agreement, dated February 4, 2026, executed by TPM, S.A. de C.V. in favor of Gold.com, Inc.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

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.

			GOLD.COM, INC.
Date:	February 9, 2026	By:	/s/ Carol Meltzer
		Name: Title:	Carol Meltzer General Counsel and Secretary

FAQ

What financing transaction did Gold.com, Inc. (AMRK) announce in this 8-K?

Gold.com, Inc. entered a $150 million private placement of common stock. An affiliate of Tether Global Investments Fund agreed to buy 3,370,787 shares at $44.50 per share in two tranches, providing substantial new equity capital through a PIPE Financing structure.

How is the $150 million PIPE Financing for Gold.com, Inc. structured?

The PIPE is split into two tranches of common stock purchases. The first tranche closed with 2,840,449 shares for $126.4 million. A second tranche of 530,337 shares for $23.6 million will complete after expiration or early termination of the Hart-Scott-Rodino waiting period.

How will Gold.com, Inc. use proceeds from the PIPE Financing?

Gold.com, Inc. will allocate $20 million to acquire XAU₮ stablecoins. XAU₮ is a gold-backed stablecoin sponsored by an affiliate of the investor. The remaining proceeds’ specific uses are not detailed in this excerpt of the agreement.

What board and registration rights does the new investor receive at Gold.com, Inc.?

The investor receives board nomination and registration rights. While holding at least 5% of outstanding shares, it may nominate directors proportional to its stake, currently one seat, and has customary demand and piggyback rights to register its acquired shares under the Securities Act of 1933.

What are the key terms of the 90-day lock-up on Gold.com, Inc. shares?

The investor agreed to a 90-day lock-up on its Gold.com shares. During this period it cannot sell, pledge, transfer, short, hedge, or enter similar arrangements involving the shares, or publicly signal such intentions, subject to specified exceptions in the Lock-Up Agreement.

What regulatory condition affects the second tranche of Gold.com, Inc.’s PIPE?

The second tranche depends on Hart-Scott-Rodino Act clearance. The 530,337 additional shares for $23.6 million will be acquired only after expiration or early termination of the applicable Hart-Scott-Rodino waiting period required for this transaction.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 419.9 KB
• EX-10.2 EX-10.2 17.6 KB
• EX-10.3 EX-10.3 225.3 KB
• EX-10.4 EX-10.4 46.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.2 KB