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  4. [8-K] HyOrc Corp Reports Material Event

HyOrc Corporation (HYOR) secures $7.5M equity facility and issues convertible notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HyOrc Corporation entered into financing arrangements on August 3, 2026. The company issued two convertible promissory notes, one each to Jefferson Street Capital LLC and Lambda Ventures LLC, with principal of $35,100 per note for an aggregate of $70,200. Each note was sold for $32,500, reflecting a $2,600 original issue discount, carries a one-time 12% interest charge, matures in twelve months, and is convertible after six months at a price equal to 77% of the lowest traded price over the prior fifteen trading days, subject to adjustments and beneficial ownership limits.

HyOrc also agreed to issue 125,000 restricted shares of common stock to each investor (an aggregate of 250,000 shares) as commitment shares, which are subject to cancellation if the related note is fully satisfied within six months. Separately, HyOrc entered into an Equity Purchase Agreement with Lambda under which Lambda committed to purchase up to $7,500,000 of common stock during the commitment period via company-directed Puts, generally between $2,500 and the lesser of $500,000 or 200% of average daily trading value. Shares sold under Puts are priced at 80% of a market-based price formula. As consideration, HyOrc will issue Lambda 750,000 initial commitment shares and has agreed, under a Registration Rights Agreement, to register for resale the shares issuable under the Equity Purchase Agreement.

Positive

  • None.

Negative

  • None.

Filing Explained

The two issued notes each had a $32,500 purchase price; at June 30, 2026, HyOrc reported $53,912 in cash and equivalents, equal to 11.7 days of second-quarter operating cash use.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $53,912 / ($414,327 / 90) = [object Object]
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.
Convertible notes principal $70,200 Aggregate principal amount of two convertible promissory notes issued August 3, 2026
Note purchase price $32,500 Purchase price per note with $35,100 principal and $2,600 original issue discount
One-time interest charge 12% One-time interest charge on the principal amount of each convertible note
Conversion discount 77% Conversion price equals 77% of the lowest traded price over fifteen trading days
Equity facility size $7,500,000 Maximum aggregate purchase commitment under the Equity Purchase Agreement with Lambda
Put pricing factor 80% Shares sold under Puts priced at 80% of a market-based price formula
Note commitment shares 250,000 shares Aggregate restricted common shares issued as commitment shares for the two notes
Initial commitment shares to Lambda 750,000 shares Common shares issued to Lambda as initial consideration for the Equity Purchase Agreement
convertible promissory notes financial
"the Company issued convertible promissory notes to each investor in the principal amount"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
original issue discount financial
"Each Note was issued for a purchase price of $32,500 and includes an original issue discount"
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.
Equity Purchase Agreement financial
"the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”)"
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
beneficial ownership limitations financial
"subject to the adjustments and beneficial ownership limitations contained in the Notes"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Registration Rights Agreement regulatory
"entered into a Registration Rights Agreement dated August 3, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What financing did HyOrc (HYOR) secure through the new convertible notes?
HyOrc issued two convertible promissory notes on August 3, 2026, each with $35,100 principal for a total of $70,200. Each note was sold for $32,500, includes a $2,600 original issue discount, a one-time 12% interest charge, and matures in twelve months.

How can HyOrc (HYOR) noteholders convert their debt into common stock?
Beginning six months after issuance, each holder can convert outstanding principal and interest into common stock. The conversion price equals 77% of the lowest traded price over the preceding fifteen trading days, subject to adjustments and beneficial ownership limitations in the notes.

What are the commitment shares issued by HyOrc (HYOR) with the notes?
HyOrc agreed to issue 125,000 restricted common shares to each investor, totaling 250,000 shares, as commitment shares. If a note is fully satisfied within six months, its related commitment shares must be cancelled; otherwise, they cease to be subject to cancellation.

What is the size and structure of HyOrc’s (HYOR) Equity Purchase Agreement with Lambda?
Lambda committed to purchase up to $7,500,000 of HyOrc common stock during the commitment period. Each Put generally ranges from $2,500 to the lesser of $500,000 or 200% of average daily trading value, with pricing based on 80% of a market price formula.

What equity consideration does Lambda receive under HyOrc’s (HYOR) Equity Purchase Agreement?
In consideration for entering the Equity Purchase Agreement, Lambda receives 750,000 initial commitment shares of HyOrc common stock. Additionally, HyOrc agreed in a Registration Rights Agreement to register for resale the Put Shares and Commitment Shares issuable under the facility.

Were HyOrc’s (HYOR) new securities registered with the SEC?
The notes and equity issued or issuable under the agreements were sold as unregistered securities in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. Investors represented they are accredited investors, and the offers involved no general solicitation or advertising.
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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

 

Date of Report (Date of earliest event reported): Aug 06, 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 August 3, 2026, HyOrc Corporation (the “Company”) entered into separate Securities Purchase Agreements with Jefferson Street Capital LLC (“Jefferson”) and Lambda Ventures LLC (“Lambda”), pursuant to which the Company issued convertible promissory notes to each investor in the principal amount of $35,100, for an aggregate principal amount of $70,200 (collectively, the “Notes”).

 

Each Note was issued for a purchase price of $32,500 and includes an original issue discount of $2,600. Each Note carries a one-time interest charge of twelve percent (12%) of the principal amount and matures twelve months from its respective issue date.

 

Beginning six months following the issue date, each holder has the right to convert all or a portion of the outstanding principal and interest under its Note into shares of the Company’s common stock at a conversion price equal to 77% of the lowest traded price of the Company’s common stock on the Principal Market during the fifteen trading days preceding the applicable conversion date, subject to the adjustments and beneficial ownership limitations contained in the Notes.

 

In connection with the issuance of the Notes, the Company agreed to issue 125,000 restricted shares of common stock to each investor as commitment shares, for an aggregate of 250,000 shares. If the applicable Note is fully satisfied on or before six months following its issue date, the commitment shares issued in connection with that Note are required to be cancelled. If the applicable Note has not been fully satisfied by that date, the commitment shares cease to be subject to cancellation.

 

Also on August 3, 2026, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Lambda pursuant to which Lambda committed, subject to the terms and conditions of the Equity Purchase Agreement, to purchase up to an aggregate of $7,500,000 of shares of the Company’s common stock during the commitment period.

 

Under the Equity Purchase Agreement, the Company has the right, but not the obligation, from time to time to direct Lambda to purchase shares of the Company’s common stock by delivering a Put Notice. Each Put is generally subject to a minimum amount of $2,500 and a maximum amount equal to the lesser of $500,000 or 200% of the applicable average daily trading value, subject to the other limitations and conditions contained in the Equity Purchase Agreement.

 

The purchase price for shares sold pursuant to a Put is determined pursuant to the pricing formula contained in the Equity Purchase Agreement and is generally based on 80% of the applicable market price determined in accordance with the agreement. The Company controls the timing of any Put, subject to satisfaction of the conditions contained in the Equity Purchase Agreement.

 

In consideration for Lambda entering into the Equity Purchase Agreement, the Company agreed to issue Lambda 750,000 shares of common stock as Initial Commitment Shares. 

 

In connection with the Equity Purchase Agreement, the Company and Lambda also entered into a Registration Rights Agreement dated August 3, 2026, pursuant to which the Company agreed to register for resale the shares issuable under the Equity Purchase Agreement, including the Put Shares and Commitment Shares. 

 

The foregoing descriptions of the Securities Purchase Agreements, Notes, Equity Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The securities issued or issuable pursuant to the Securities Purchase Agreements and the Equity Purchase Agreement described in Item 1.01 above were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.

 

The investors represented to the Company that they are accredited investors, and the securities were offered and sold without any general solicitation or general advertising.

 

The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description

10.1

   Securities Purchase Agreement, dated August 3, 2026, between HyOrc Corporation and Jefferson Street Capital LLC
10.2   Convertible Promissory Note, dated August 3, 2026, issued to Jefferson Street Capital LLC
10.3   Securities Purchase Agreement, dated August 3, 2026, between HyOrc Corporation and Lambda Ventures LLC
10.4   Convertible Promissory Note, dated August 3, 2026, issued to Lambda Ventures LLC
10.5   Equity Purchase Agreement, dated August 3, 2026, between HyOrc Corporation and Lambda Ventures LLC
10.6   Registration Rights Agreement, dated August 3, 2026, between HyOrc Corporation and Lambda Ventures LLC
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: Aug 10, 2026  

 

 

 

Source: View Original Filing on SEC EDGAR

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