Streamex Corp. (NASDAQ: BSGM) exits SEPA and targets $50M debenture payoff

Rhea-AI Filing Summary

Streamex Corp. terminated its Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), effective five trading days after a January 22, 2026 notice, and confirmed it has not sold any securities under that facility. The company also moved to fully address its secured convertible debentures held by Yorkville.

On the same date, Streamex delivered an irrevocable optional prepayment notice for its secured convertible debentures dated November 4 and December 17, 2025, with an original aggregate principal amount of $50,000,000. Yorkville has ten trading days from the notice date to elect conversion, after which any remaining balance must be prepaid at principal plus a 10% prepayment premium and accrued interest, with related security interests released once paid in full.

The company disclosed that, if conversions are not completed before the prepayment date, it may liquidate allocated vaulted gold bullion credited to a pledged account to fund the prepayment. Streamex furnished a press release about the SEPA termination and debenture repayment as Exhibit 99.1, noting this information is being furnished rather than filed for Exchange Act liability purposes.

Insights

Capital structure and credit analyst

Streamex moves to exit a $50M convertible debt and cancels an unused equity line.

Streamex Corp. is unwinding two key Yorkville financing arrangements. It is terminating the Standby Equity Purchase Agreement without having sold any securities, and has issued an irrevocable optional prepayment notice for secured convertible debentures with an original aggregate principal amount of $50,000,000.

Under the debentures, Yorkville has ten trading days from the January 22, 2026 notice to elect conversion. On the eleventh trading day, any remaining balance must be prepaid at principal plus a 10% prepayment premium and accrued interest. Upon full payment, related security interests are released, which would simplify collateral arrangements.

The notice states that, if conversions are not effected before the prepayment date, Streamex may liquidate allocated vaulted gold bullion in a pledged account to fund the prepayment. This links debt repayment to a specific asset pool, and the actual mix between equity conversion and cash or bullion-funded repayment will depend on Yorkville’s conversion decisions.

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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

January 22, 2026

Date of Report (Date of earliest event reported)

STREAMEX CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-38659		26-4333375
(State		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification Number)

2431 Aloma Avenue, Suite 243

Winter Park, Florida 32792

(Address of principal executive offices) (Zip code)

(203) 409-5444

(Registrant’s telephone number, including area code)

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		STEX		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 1.02 Termination of a Material Definitive Agreement.

On January 22, 2026, Streamex Corp. delivered a notice terminating the Standby Equity Purchase Agreement (the “SEPA”), dated July 7, 2025, with YA II PN, Ltd. (“Yorkville”), effective five trading days after the notice date. The Company has not sold any securities under the SEPA.

Item 7.01 Regulation FD Disclosure.

On January 23, 2026, the Company issued a press release disclosing the termination of the SEPA and the repayment of the Debentures (as defined below). A copy of the press release is furnished as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

On January 22, 2026, the Company delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to Yorkville dated November 4, 2025, and December 17, 2025 (original aggregate principal amount $50,000,000) (collectively, the “Debentures”). Under the Debentures, the holder has ten trading days from the notice date to elect conversion; on the eleventh trading day, any remaining amount is required to be prepaid at an amount equal to principal, a 10% prepayment premium, and accrued interest. Upon payment in full, related security interests will be released. As disclosed in the notice, if conversions are not effected before the prepayment date, the Company may liquidate allocated vaulted gold bullion credited to a pledged account to fund the prepayment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 22, 2026 (furnished herewith)

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.

Date:	January 27, 2026	By:	/s/ Karl Henry McPhie
		Name:	Karl Henry McPhie
		Title:	Chief Executive Officer

FAQ

What SEPA agreement did Streamex Corp. (BSGM) terminate in January 2026?

Streamex Corp. terminated its Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”) following a January 22, 2026 notice. The termination becomes effective five trading days after that notice, and the company reported it had not sold any securities under the SEPA before ending it.

Did Streamex Corp. (BSGM) use the Yorkville SEPA before terminating it?

Streamex stated it has not sold any securities under the Standby Equity Purchase Agreement with Yorkville. This means the equity facility was in place from July 7, 2025 until termination without being drawn, so the decision removes potential future issuance rather than unwinding past transactions.

What is the size of Streamex Corp.’s secured convertible debentures with Yorkville?

Streamex’s secured convertible debentures issued to Yorkville on November 4 and December 17, 2025 have an original aggregate principal amount of $50,000,000. These debentures are the subject of an irrevocable optional prepayment notice delivered on January 22, 2026, which starts the conversion or prepayment timeline.

How will Streamex Corp. (BSGM) prepay its $50 million debentures if not converted?

If Yorkville does not convert before the prepayment date, Streamex must prepay remaining debenture principal at par plus a 10% prepayment premium and accrued interest. The company disclosed it may liquidate allocated vaulted gold bullion in a pledged account to fund that required cash prepayment.

What timeline applies to Yorkville’s conversion rights on Streamex’s debentures?

Following Streamex’s January 22, 2026 irrevocable optional prepayment notice, Yorkville has ten trading days to elect conversion of the secured convertible debentures. On the eleventh trading day, any unconverted balance must be prepaid in cash at principal, a 10% prepayment premium, and accrued interest.

What happens to Streamex Corp.’s security interests once the debentures are paid?

The filing states that upon payment in full of the secured convertible debentures, related security interests will be released. This means collateral pledged to secure the Yorkville debentures, including the pledged account, will no longer be subject to those security arrangements once obligations are fully satisfied.