STOCK TITAN

Hyperliquid sets VWAP share pricing at 98.5%, 97%

Hyperliquid Strategies Inc (PURR) entered into Amendment No. 2 to its ChEF Purchase Agreement with Chardan Capital Markets LLC on September 14, 2026, changing how the per share purchase price of common stock is determined for future sales under that agreement.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hyperliquid Strategies Inc (PURR) entered into Amendment No. 2 to its ChEF Purchase Agreement with Chardan Capital Markets LLC on September 14, 2026, changing how the per share purchase price of common stock is determined for future sales under that agreement.

For any VWAP Purchase or Intraday VWAP Purchase, the price will now equal 98.5% of the VWAP over the applicable purchase period, and for any Off-Hour VWAP Purchase the price will equal 97.0% of the VWAP over the applicable purchase period, in each case subject to specified adjustments.

Positive

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Negative

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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.
VWAP Purchase discount 98.5% of VWAP Per share price for VWAP Purchases and Intraday VWAP Purchases under the amended ChEF Purchase Agreement
Off-Hour VWAP Purchase discount 97.0% of VWAP Per share price for Off-Hour VWAP Purchases under the amended ChEF Purchase Agreement
Amendment date September 14, 2026 Date of Amendment No. 2 to the ChEF Purchase Agreement
Original ChEF Purchase Agreement date October 22, 2025 Original date of the ChEF Purchase Agreement between the Company and the Investor
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
VWAP Purchase Price financial
"The Amendment replaced the definition of “VWAP Purchase Price”, providing that the per share"
VWAP financial
"will be equal to 98.5% of the VWAP (as defined in the Purchase Agreement) over the applicable"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
Intraday VWAP Purchase financial
"the Company may elect to sell to the Investor in (i) a VWAP Purchase or Intraday VWAP Purchase"
Off-Hour VWAP Purchase financial
"or (ii) an Off-Hour VWAP Purchase (as defined in the Purchase Agreement) will be equal to 97.0%"
Emerging growth company regulatory
"or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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.

FAQ

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

What did Hyperliquid Strategies Inc (PURR) change in its ChEF Purchase Agreement?

Hyperliquid Strategies Inc entered Amendment No. 2 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, revising the definition of the VWAP Purchase Price used to calculate per share prices for future common stock sales under the facility.

What is the new VWAP-based price for VWAP Purchases under the PURR agreement?

For any VWAP Purchase or Intraday VWAP Purchase, the per share purchase price will now be 98.5% of the VWAP over the applicable purchase period, subject to certain adjustments described in the amended agreement.

What discount applies to Off-Hour VWAP Purchases for Hyperliquid Strategies (PURR)?

For an Off-Hour VWAP Purchase, the per share purchase price will be 97.0% of the VWAP over the applicable purchase period, in each case subject to adjustments set forth in the amended ChEF Purchase Agreement.

When was Amendment No. 2 to the Hyperliquid Strategies (PURR) ChEF Purchase Agreement signed?

Amendment No. 2 to the ChEF Purchase Agreement between Hyperliquid Strategies Inc and Chardan Capital Markets LLC was dated September 14, 2026.

Who is the investor under Hyperliquid Strategies Inc’s amended ChEF Purchase Agreement?

The investor under Hyperliquid Strategies Inc’s ChEF Purchase Agreement, as amended on September 14, 2026, is Chardan Capital Markets LLC.

What prior agreement did the new Hyperliquid Strategies (PURR) amendment modify?

The amendment modifies the ChEF Purchase Agreement originally dated October 22, 2025, as previously amended, between Hyperliquid Strategies Inc and Chardan Capital Markets LLC.

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

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Learn about SEC filing dates
false000207885600020788562026-09-142026-09-14

 


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 14, 2026

HYPERLIQUID STRATEGIES INC

(Exact name of Registrant as Specified in Its Charter)

 

 

 

 

 

Delaware

001-42985

39-3284080

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

477 Madison Avenue

22nd Floor

New York, NY

10022

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 883-4241

 

(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:

 

 

 

 

 


Title of each class

Trading
Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.01 per share

PURR

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 1.01 Entry into a Material Definitive Agreement.

On September 14, 2026, Hyperliquid Strategies Inc (the “Company”) and Chardan Capital Markets LLC (the “Investor”) entered into Amendment No. 2 (the “Amendment”) to the ChEF Purchase Agreement, dated as of October 22, 2025 (as previously amended, the “Purchase Agreement”), by and between the Company and the Investor. The Amendment replaced the definition of “VWAP Purchase Price”, providing that the per share purchase price for the shares of the Company’s common stock, par value $0.01 per share, the Company may elect to sell to the Investor in (i) a VWAP Purchase (as defined in the Purchase Agreement) or Intraday VWAP Purchase (as defined in the Purchase Agreement) will be equal to 98.5% of the VWAP (as defined in the Purchase Agreement) over the applicable purchase period, or (ii) an Off-Hour VWAP Purchase (as defined in the Purchase Agreement) will be equal to 97.0% of the VWAP over the applicable purchase period, in each case subject to certain adjustments.

 

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit Number

 

Description of Exhibit

10.1

Amendment No. 2 to ChEF Purchase Agreement, dated as of September 14, 2026, between the Company and Chardan Capital Markets 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.

 

 

 

 

HYPERLIQUID STRATEGIES INC

Date:

September 14, 2026

By:

/s/ Brett Beldner

Name:

Title:

Brett Beldner
Chief Financial Officer

 

 


Filing Exhibits & Attachments

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