HyOrc (HYOR) raises $150,000 via deeply discounted convertible note

Q: What are the key terms of HyOrc’s new $150,000 convertible note?

The note matures on September 13, 2026 and is convertible into common stock at 77% of the lowest trading price over the 10 trading days before conversion. This variable discount gives the investor protection if HyOrc’s share price declines before conversion.

Q: How much cash does HyOrc actually receive from the $150,000 note financing?

HyOrc receives $139,000 in gross proceeds after an $11,000 original issue discount , before paying about $4,000 in legal and transaction expenses. The discount effectively increases HyOrc’s cost of capital while limiting the investor’s downside on the convertible note.

Q: What potential dilution could result from HyOrc’s convertible note with GS Capital Partners?

HyOrc agreed to reserve up to 5,000,000 shares of common stock for potential conversions of the note and issued 250,000 returnable collateral shares . Actual dilution will depend on future conversion activity and the market prices used in the 77% discount formula.

Q: What are HyOrc’s obligations regarding share collateral for the new convertible note?

HyOrc issued 250,000 returnable shares of common stock as collateral to GS Capital Partners under an Irrevocable Transfer Agent Instruction Letter. These shares must be returned and cancelled upon full repayment of the note, provided no event of default has occurred under its terms.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HyOrc Corporation entered into a financing deal with GS Capital Partners, LLC, issuing a $150,000 convertible promissory note on March 13, 2026. The note carries an $11,000 original issue discount, providing $139,000 in gross cash proceeds before approximately $4,000 of expenses.

The note matures on September 13, 2026 and can be converted into common stock at 77% of the lowest trading price over the 10 trading days before each conversion date. HyOrc agreed to issue 250,000 returnable collateral shares and to reserve up to 5,000,000 shares for potential conversions.

The note, its conversion shares, and the returnable shares were issued as unregistered securities in a private placement relying on Section 4(a)(2) and/or Regulation D exemptions.

Insights

HyOrc adds short-term cash through a highly discounted, convertible note that may create future dilution.

HyOrc raised $139,000 in gross cash proceeds via a $150,000 convertible note with an original issue discount, maturing on September 13, 2026. The conversion price is set at 77% of the lowest trading price over a 10‑day window before each conversion.

This structure gives the investor downside protection and can increase share issuance if the stock price declines. The company also issued 250,000 collateral shares and reserved up to 5,000,000 shares for potential conversions, indicating meaningful potential dilution depending on future trading prices and conversion activity.

03/19/2026 - 05:17 PM

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): March 18, 2026

HyOrc Corporation

(Exact name of registrant as specified in its charter)

Wyoming	000-51048	91-1910791
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3050 Post Oak Boulevard, Suite 510-Q60, Houston, Texas 77056

(281) 532 9034

Registrant’s telephone number, including area code

(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: None

Title of each class		Trading Symbol		Name of Each Exchange on which Registered
None		HYOR		N/A

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

On March 13, 2026 (the “Effective Date”), HyOrc Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note in the original principal amount of $150,000 (the “Note”).

The Note bears an original issue discount of $11,000, resulting in net proceeds of $139,000 to the Company before payment of approximately $4,000 in legal and other transaction-related expenses.

The Note matures on September 13, 2026, unless earlier converted or repaid in accordance with its terms.

The Note is convertible into shares of the Company’s common stock at a conversion price equal to 77% of the lowest trading price of the Company’s common stock during the ten (10) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Note.

In connection with the transaction, the Company agreed to issue 250,000 shares of its common stock to the Investor as collateral (the “Returnable Shares”). Pursuant to an Irrevocable Transfer Agent Instruction Letter entered into among the Company, the Investor, and Transfer Online, Inc., the Company’s transfer agent, such shares will be returned to the Company and cancelled upon full repayment of the Note, provided no event of default has occurred.

The Company also agreed to reserve a sufficient number of shares of its common stock for issuance upon conversion of the Note, currently estimated at up to 5,000,000 shares.

Item 3.02 – Unregistered Sales of Equity Securities

The issuance of the Note and the shares of common stock issuable upon conversion thereof, as well as the issuance of the Returnable Shares, were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Securities Purchase Agreement dated March 13, 2026
10.2		Convertible Promissory Note dated March 13, 2026
10.3		Irrevocable Transfer Agent Instruction Letter
10.4		Transfer Agent Reserve Letter
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 hereunto duly authorized.

/s/ K. Reginald Fubara
K. Reginald Fubara
Chief Executive Officer
HyOrc Corporation
Date: March 17, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did HyOrc (HYOR) enter into on March 13, 2026?

HyOrc entered into a Securities Purchase Agreement with GS Capital Partners for a $150,000 convertible promissory note. The note provides $139,000 in gross proceeds after an $11,000 original issue discount, giving the company short-term funding through a private placement.

What are the key terms of HyOrc’s new $150,000 convertible note?

The note matures on September 13, 2026 and is convertible into common stock at 77% of the lowest trading price over the 10 trading days before conversion. This variable discount gives the investor protection if HyOrc’s share price declines before conversion.

How much cash does HyOrc actually receive from the $150,000 note financing?

HyOrc receives $139,000 in gross proceeds after an $11,000 original issue discount, before paying about $4,000 in legal and transaction expenses. The discount effectively increases HyOrc’s cost of capital while limiting the investor’s downside on the convertible note.

What potential dilution could result from HyOrc’s convertible note with GS Capital Partners?

HyOrc agreed to reserve up to 5,000,000 shares of common stock for potential conversions of the note and issued 250,000 returnable collateral shares. Actual dilution will depend on future conversion activity and the market prices used in the 77% discount formula.

How were HyOrc’s note and related shares issued from a securities law standpoint?

The note, the common shares issuable upon its conversion, and the 250,000 returnable shares were issued as unregistered securities. HyOrc relied on the Section 4(a)(2) exemption and/or Regulation D, treating the deal as a private offering rather than a public sale.

What are HyOrc’s obligations regarding share collateral for the new convertible note?

HyOrc issued 250,000 returnable shares of common stock as collateral to GS Capital Partners under an Irrevocable Transfer Agent Instruction Letter. These shares must be returned and cancelled upon full repayment of the note, provided no event of default has occurred under its terms.

Filing Exhibits & Attachments

47 documents

HyOrc (HYOR) raises $150,000 via deeply discounted convertible note

Rhea-AI Filing Summary

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Insights

FAQ

What financing transaction did HyOrc (HYOR) enter into on March 13, 2026?

What are the key terms of HyOrc’s new $150,000 convertible note?

How much cash does HyOrc actually receive from the $150,000 note financing?

What potential dilution could result from HyOrc’s convertible note with GS Capital Partners?

How were HyOrc’s note and related shares issued from a securities law standpoint?

What are HyOrc’s obligations regarding share collateral for the new convertible note?

Filing Exhibits & Attachments

Agreements & Contracts

Other Documents

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HyOrc (HYOR) raises $150,000 via deeply discounted convertible note

Rhea-AI Filing Summary

Positive

Negative

Insights

Capital structure and securities analyst neutral

FAQ

What financing transaction did HyOrc (HYOR) enter into on March 13, 2026?

What are the key terms of HyOrc’s new $150,000 convertible note?

How much cash does HyOrc actually receive from the $150,000 note financing?

What potential dilution could result from HyOrc’s convertible note with GS Capital Partners?

How were HyOrc’s note and related shares issued from a securities law standpoint?

What are HyOrc’s obligations regarding share collateral for the new convertible note?

Filing Exhibits & Attachments

Agreements & Contracts

Other Documents

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