GoPro issues $20M convertible debenture
GoPro raises $20 million through a discounted, variable-price convertible debenture that can convert into Class A common stock under capped ownership limits.
Rhea-AI Filing Summary
GoPro, Inc. (GPRO) entered into a new financing arrangement by issuing a $20,000,000 convertible debenture to YA II PN, Ltd. (Yorkville) on September 8, 2026, under an existing purchase agreement that permits up to $50,000,000 of such debentures.
The debenture, issued with a 3.00% original issue discount, matures on August 26, 2027 and generally does not bear interest unless specified events occur. It is convertible at Yorkville’s option into Class A common stock at the lower of $1.35 or 98% of the lowest daily volume weighted average price over the five trading days before conversion, subject to a floor price of $0.1736 and a 4.99% beneficial ownership cap. Interest can increase to 5.00% upon certain adjustment events and to 18.00% if conversion shares reach a capped level within six months or on an uncured event of default.
Positive
- None.
Negative
- The $20,000,000 convertible debenture features a variable conversion price with a $0.1736 floor and could cause significant equity dilution, and interest may rise to 18.00% upon certain events, making this a potentially expensive source of capital.
Insights
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8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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, or exhibit attachments filed with this report.
Key Figures
New debenture principal: $20,000,000
Aggregate debenture capacity: $50,000,000
Original issue discount: 3.00%
+6 more
9 metrics
New debenture principal
$20,000,000
Aggregate principal amount of the convertible debenture issued to Yorkville on September 8, 2026
Aggregate debenture capacity
$50,000,000
Maximum aggregate principal amount of convertible debentures issuable under the securities purchase agreement
Original issue discount
3.00%
Discount applied to the principal amount of the Convertible Debentures
Standard interest rate
5.00% per year
Interest rate if certain interest rate adjustment events occur
Default interest rate
18.00% per year
Interest rate if capped conversion share level is reached within six months or on uncured event of default
Maturity date
August 26, 2027
Stated maturity of the Convertible Debentures
Maximum fixed conversion price
$1.35 per share
Upper bound of conversion price for the Convertible Debentures
Conversion price floor
$0.1736 per share
Minimum conversion price for the Convertible Debentures
Beneficial ownership cap
4.99%
Maximum beneficial ownership of GoPro common stock allowed for Yorkville and related parties after conversion
Key Terms
convertible debenture, original issue discount, volume weighted average price, beneficially own, +2 more
6 terms
convertible debenture financial
"issued a convertible debenture in the aggregate principal amount of $20,000,000"
A convertible debenture is a long-term loan a company issues that pays interest like a bond but can be turned into a set number of the company’s shares under pre-agreed terms. For investors it matters because it mixes safety and upside: you get regular interest and higher repayment priority like a lender, yet you also hold an option to become a shareholder if the stock rises, which can dilute existing owners and change risk and return profiles.
original issue discount financial
"The Convertible Debentures were issued at an original issue discount of 3.00%."
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.
volume weighted average price financial
"98% of the lowest daily volume weighted average price of the Common Stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
beneficially own financial
"would beneficially own in excess of 4.99% of the Common Stock outstanding"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
accredited investor regulatory
"Yorkville represented to the Company that it is an “accredited investor”"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration pursuant to Section 4(a)(2) of the Securities Act."
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
FAQ
What financing did GoPro (GPRO) announce on September 8, 2026?
GoPro issued a $20,000,000 convertible debenture to YA II PN, Ltd. under a previously disclosed securities purchase agreement that allows up to $50,000,000 of convertible debentures in total.
What are the key terms of GoPro’s new convertible debenture?
The debenture has a 3.00% original issue discount, matures on August 26, 2027, and generally bears no interest unless specified events occur, when it can bear 5.00% or 18.00% annual interest depending on the triggering condition.
How is the conversion price determined for GoPro’s $20 million debenture?
The conversion price is the lower of $1.35 and 98% of the lowest daily volume weighted average price of GoPro’s common stock over the five trading days before conversion, with a floor price of $0.1736 per share.
Under what circumstances can the interest rate on GoPro’s debenture increase to 18%?
If GoPro issues conversion shares that reach a capped level within the first six months or if an event of default occurs and remains uncured, the debenture will bear interest at an annual rate of 18.00%.
Was GoPro’s $20 million debenture issuance registered with the SEC?
No. The debenture and its conversion shares were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, with Yorkville representing that it is an accredited investor acquiring the securities for investment purposes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 8, 2026
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 332-7600
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
Convertible Debenture
On September 8, 2026, GoPro, Inc., a Delaware corporation (the “Company”), issued a convertible debenture in the aggregate principal amount of $20,000,000 to YA II PN, Ltd. (“Yorkville”) under the terms of the previously disclosed securities purchase agreement (the “Purchase Agreement”), dated as of February 27, 2026, by and between the Company and Yorkville. The Purchase Agreement was entered into in connection with the issuance and sale of convertible debentures (the “Convertible Debentures”) issuable in an aggregate principal amount of up to $50,000,000, which Convertible Debentures are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (as converted, the “Conversion Shares”). Pursuant to the Purchase Agreement, Yorkville purchased $25,000,000 in aggregate principal amount of Convertible Debentures on the signing of the Purchase Agreement and the issuance of the Convertible Debentures on the date hereof constitutes the Third Closing (as defined in the Purchase Agreement) under the Purchase Agreement and no additional Convertible Debentures shall be issuable under the terms of the Purchase Agreement. In connection with the Third Closing, Yorkville agreed to waive certain conditions to the Third Closing and agreed to certain amendments to the Convertible Debentures issued on the date hereof that are reflected in the description of the terms of the Convertible Debentures below.
The Convertible Debentures will not bear interest unless (i) certain interest rate adjustment events occur, upon which the Convertible Debentures will bear interest at an annual rate of 5.00% until such interest rate adjustment event is no longer continuing, or (ii) the Company has issued Conversion Shares that reach a capped level within the first six months or an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.00%. The Convertible Debentures will mature on August 26, 2027. The Convertible Debentures were issued at an original issue discount of 3.00%.
The Convertible Debentures are convertible at the option of the holder into Common Stock equal to the applicable Conversion Amount (as defined below) divided by the Conversion Price (as defined below). The conversion price for the Convertible Debentures is the lower of (i) $1.35 and (ii) 98% of the lowest daily volume weighted average price of the Common Stock during the five consecutive trading days immediately preceding the date of conversion or other date of determination, but shall not be lower than $0.1736 (the “Conversion Price”). The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion, with fractional shares rounded up (the “Conversion Amount”). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.
The foregoing description of the Convertible Debenture does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by reference. The issuance of the Debenture and the Conversion Shares will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debenture and the Conversion Shares will be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
4.1 | Form of Convertible Debenture. | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GoPro, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: | September 8, 2026 | By: /s/ Brian Tratt | ||||||
Brian Tratt Chief Financial Officer (Principal Financial Officer) | ||||||||