STOCK TITAN

HyOrc extends $165K note, lender keeps shares

HyOrc Corp extended a $150,000 note with GS Capital to March 13, 2027, increasing principal and confirming 250,000 shares remain with the lender.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

HyOrc Corp (HYOR) amended its financing with GS Capital Partners, LLC by entering into a First Amendment to its Promissory Note and Securities Purchase Agreement. The original $150,000 note dated March 13, 2026 had its maturity date extended from September 13, 2026 to March 13, 2027.

In exchange for the extension, $15,000 was added to the principal, increasing the note’s balance to $165,000, which continues to bear interest at 12% per annum. Additionally, the 250,000 shares of common stock previously issued to GS Capital as returnable shares will now remain GS Capital’s property, with no further right for HyOrc to require their return or cancellation.

GS Capital acknowledged that the extension and related amendments were effective before any Event of Default for nonpayment on the original maturity date and agreed that no Event of Default will arise solely from HyOrc not paying the note on September 13, 2026. All other terms of the note and related agreements remain in effect.

Positive

  • HyOrc obtained a maturity extension to March 13, 2027 on its $150,000 note, improving near-term liquidity by avoiding a required payment on September 13, 2026.
  • GS Capital agreed that no Event of Default will arise solely from HyOrc not paying the note on the original September 13, 2026 maturity date, reducing immediate default risk.

Negative

  • The note’s principal increased by $15,000 to $165,000 as consideration for the extension, raising HyOrc’s debt obligation at the same 12% interest rate.
  • The 250,000 shares of common stock previously treated as returnable will permanently remain with GS Capital, eliminating HyOrc’s ability to have those shares returned or cancelled and locking in equity dilution.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Original note principal $150,000 Promissory note issued to GS Capital on March 13, 2026
Amended principal balance $165,000 Principal after $15,000 increase under the First Amendment
Interest rate 12% per annum Rate on the outstanding principal balance of the note
Returnable shares now retained 250,000 shares HyOrc common stock that will remain the property of GS Capital
Original maturity date September 13, 2026 Initial maturity of the promissory note before amendment
Extended maturity date March 13, 2027 New maturity date under the First Amendment
Promissory Note financial
"First Amendment to Promissory Note and Securities Purchase Agreement"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
Securities Purchase Agreement financial
"First Amendment to Promissory Note and Securities Purchase Agreement"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Event of Default financial
"prior to the occurrence of any Event of Default resulting from nonpayment"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
returnable shares financial
"previously issued to GS Capital as returnable shares will cease"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing change did HyOrc Corp (HYOR) disclose on September 13, 2026?

HyOrc entered into a First Amendment with GS Capital Partners to extend the maturity of a $150,000 promissory note from September 13, 2026 to March 13, 2027, while adjusting principal and equity terms.

How did the amendment affect HyOrc Corp’s (HYOR) note principal and interest?

As consideration for the extension, $15,000 was added to the note’s principal, increasing it from $150,000 to $165,000. The amended principal continues to bear interest at the existing rate of 12% per annum.

What happened to the 250,000 returnable shares held by GS Capital from HYOR?

The 250,000 shares of HyOrc common stock previously issued to GS Capital as returnable shares will no longer be returnable. They will remain the property of GS Capital, and HyOrc has no further right to require their return or cancellation.

Did the amendment affect HyOrc Corp’s default status on the note?

GS Capital acknowledged that the maturity extension and related amendments became effective before any Event of Default for nonpayment and agreed that no Event of Default will arise solely because HyOrc did not pay the note on September 13, 2026.

Were other terms of HyOrc Corp’s (HYOR) note and Securities Purchase Agreement changed?

No. The filing states that, except as expressly amended by the First Amendment, the Promissory Note, Securities Purchase Agreement, and related transaction documents remain unchanged and in full force and effect.

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

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Learn about SEC filing dates
false 0001070789 0001070789 2026-09-13 2026-09-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 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   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 September 13, 2026, HyOrc Corporation (the “Company”) entered into a First Amendment to Promissory Note and Securities Purchase Agreement (the “Amendment”) with GS Capital Partners, LLC (“GS Capital”), relating to the $150,000 promissory note originally issued by the Company to GS Capital on March 13, 2026 (the “Note”).

 

Pursuant to the Amendment, the maturity date of the Note was extended from September 13, 2026 to March 13, 2027. In consideration for the extension, $15,000 was added to the outstanding principal balance of the Note, resulting in an amended principal balance of $165,000. The outstanding principal balance continues to bear interest at the existing rate of 12% per annum.

 

In addition, the 250,000 shares of the Company’s common stock previously issued to GS Capital as returnable shares will cease to constitute returnable shares and will remain the property of GS Capital. The Company will have no further right to require the return or cancellation of such shares.

 

GS Capital also acknowledged and agreed that the extension of the maturity date and the other amendments became effective prior to the occurrence of any Event of Default resulting from nonpayment on the original maturity date and that no Event of Default will arise solely as a result of the Company not paying the Note on September 13, 2026.

 

Except as expressly amended by the Amendment, the Note, Securities Purchase Agreement and related transaction documents remain unchanged and in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   First Amendment to Promissory Note and Securities Purchase Agreement, dated September 13, 2026, by and between HyOrc Corporation and GS Capital Partners, 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: September 17, 2026  

 

 

Filing Exhibits & Attachments

6 documents

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