HyOrc (ASPZ) raises $125K in convertible notes and issues shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HyOrc Corporation entered into two Securities Purchase Agreements on May 9, 2026 with Monroe Street Capital Partners LP and Lambda Ventures LLC. The company issued each investor a Convertible Promissory Note for $67,500, with a $5,000 original issue discount, for aggregate gross proceeds of $125,000 and approximately $118,000 net after legal fee withholdings.

Each note matures in 12 months and is convertible into common stock at 77% of the lowest trading price over the 15 trading days before conversion. HyOrc agreed to issue 250,000 commitment shares (125,000 to each investor), which may be cancelled if the related note is fully satisfied within six months, and to reserve up to 4,000,000 shares per note for potential conversions. The issuances rely on Section 4(a)(2) and/or Regulation D exemptions.

Insights

HyOrc adds short-term cash through highly dilutive convertible notes.

HyOrc raised $125,000 in gross proceeds via two Convertible Promissory Notes of $67,500 each, carrying a $5,000 original issue discount per note. Net proceeds are about $118,000, providing near-term liquidity but at a relatively high effective financing cost.

The notes convert at 77% of the lowest trading price over 15 days before conversion, which can expand the share count significantly. HyOrc also issued 250,000 commitment shares and reserved up to 4,000,000 shares per note for conversion, indicating meaningful potential dilution depending on future market prices and conversion behavior.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Note principal per investor: $67,500 per note Original issue discount per note: $5,000 OID Gross proceeds: $125,000 +5 more

8 metrics

Note principal per investor $67,500 per note Convertible Promissory Notes issued May 9, 2026

Original issue discount per note $5,000 OID Discount embedded in each Convertible Promissory Note

Gross proceeds $125,000 Aggregate gross proceeds from both notes

Approximate net proceeds $118,000 After $7,000 legal fee withholdings

Commitment shares 250,000 shares 125,000 shares to each investor

Reserved conversion shares 4,000,000 shares per note Estimated shares reserved for potential conversions

Prepayment premium 110% of outstanding balance Prepayment right during first 181 days

Maturity 12 months Each note matures 12 months from issue date

Key Terms

Convertible Promissory Note, original issue discount, commitment shares, Section 4(a)(2), +1 more

5 terms

Convertible Promissory Note financial

"the Company issued to each Investor a Convertible Promissory Note in the original principal amount of $67,500"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"The Notes bear an original issue discount of $5,000 each"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

commitment shares financial

"the Company agreed to issue an aggregate of 250,000 shares of its common stock to the Investors as commitment shares"

Commitment shares are shares that an investor or underwriter agrees in advance to buy as part of a fundraising deal, such as a new stock issuance or rights offering. They matter to investors because these pre-committed purchases reduce the risk that the offering will fail or that remaining shares will be sold at a steep discount, and they signal confidence or support for the transaction—think of it as a guaranteed portion of a crowd-funded goal that makes the whole campaign more likely to succeed.

Section 4(a)(2) regulatory

"were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, as transactions not involving a public offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Understanding 8-K Material Events →

05/14/2026 - 06:23 AM

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): May 13, 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		N/A		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 May 9, 2026 (the “Effective Date”), HyOrc Corporation (the “Company”) entered into separate Securities Purchase Agreements (collectively, the “SPAs”) with Monroe Street Capital Partners LP (“Monroe”) and Lambda Ventures LLC (“Lambda,” and together with Monroe, the “Investors”), pursuant to which the Company issued to each Investor a Convertible Promissory Note in the original principal amount of $67,500 (collectively, the “Notes”).

The Notes bear an original issue discount of $5,000 each, resulting in aggregate gross proceeds of $125,000 to the Company before payment of legal fees and other transaction-related expenses. Pursuant to the SPAs, the Investors withheld an aggregate of $7,000 for legal fees, resulting in net proceeds to the Company of approximately $118,000.

Each Note matures twelve (12) months from the issue date, unless earlier converted or repaid in accordance with its terms.

Each 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 fifteen (15) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Notes.

The Company has the right to prepay each Note during the first 181 days following issuance at 110% of the outstanding balance, subject to the terms of the Notes.

In connection with the transactions, the Company agreed to issue an aggregate of 250,000 shares of its common stock to the Investors as commitment shares, consisting of 125,000 shares issuable to each Investor. The commitment shares are subject to cancellation if the applicable Note is fully satisfied within six months from issuance.

The Company also agreed to reserve sufficient shares of its common stock for issuance upon conversion of the Notes, currently estimated at up to 4,000,000 shares per Note.

The transactions were completed on May 9, 2026, and the Company received the investment proceeds on May 12, 2026.

Item 3.02 – Unregistered Sales of Equity Securities

The issuance of the Notes, the shares of common stock issuable upon conversion thereof, and the commitment 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 May 9, 2026 between the Company and Monroe Street Capital Partners LP
10.2		Convertible Promissory Note dated May 9, 2026 issued to Monroe Street Capital Partners LP
10.3		Irrevocable Transfer Agent Instruction Letter – Monroe Street Capital Partners LP
10.4		Securities Purchase Agreement dated May 9, 2026 between the Company and Lambda Ventures LLC
10.5		Convertible Promissory Note dated May 9, 2026 issued to Lambda Ventures LLC
10.6		Irrevocable Transfer Agent Instruction Letter – Lambda Ventures LLC
10.7		Disbursement Authorization (Lambda)
10.8		Officer’s Certificate (Lambda)
10.9		Disbursement Authorization (MSCP)
10.10		Officer’s Certificate (MSCP)
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: May 13, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did ASPZ’s HyOrc Corporation enter into on May 9, 2026?

HyOrc Corporation entered into two Securities Purchase Agreements with Monroe Street Capital Partners and Lambda Ventures. It issued each investor a Convertible Promissory Note for $67,500, raising $125,000 in gross proceeds to provide short-term funding under structured convertible debt terms.

How much cash did HyOrc Corporation (ASPZ) actually receive from the convertible notes?

HyOrc received aggregate gross proceeds of $125,000 from the two notes. After the investors withheld a total of $7,000 for legal fees, the company obtained approximately $118,000 in net proceeds, giving it new working capital at the cost of discounted and potentially dilutive convertibles.

What are the key conversion terms of HyOrc (ASPZ) convertible notes?

Each HyOrc note is convertible into common stock at 77% of the lowest trading price over the 15 trading days before conversion. This variable pricing mechanism can increase share issuance when the stock trades lower, creating potential dilution that depends on future market prices and investor conversion decisions.

When do HyOrc Corporation (ASPZ) convertible notes mature, and can they be prepaid?

Each note matures twelve months from its issue date unless converted or repaid earlier. HyOrc may prepay during the first 181 days at 110% of the outstanding balance, offering a path to retire the debt early if sufficient cash becomes available during that initial period.

What equity components did HyOrc (ASPZ) agree to issue alongside the convertible notes?

HyOrc agreed to issue 250,000 commitment shares of common stock, split equally between the two investors. These shares may be cancelled if the related note is fully satisfied within six months, and the company reserved up to 4,000,000 shares per note for possible future conversions.

Under what securities law exemptions were HyOrc (ASPZ) notes and shares issued?

The notes, the common shares issuable upon conversion, and the commitment shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, treating them as private transactions not involving a public offering.

Filing Exhibits & Attachments

126 documents

HyOrc (ASPZ) raises $125K in convertible notes and issues shares

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