Hyperliquid alters VWAP share discounts with Chardan

Q: How are PURR shares priced in VWAP Purchases after 160,000,000 shares?

After the first 160,000,000 shares are sold, the per-share price in a VWAP Purchase or Intraday VWAP Purchase will be 98.5% of the VWAP over the applicable purchase period, subject to adjustments described in the agreement.

Q: How are PURR shares priced in Off-Hour VWAP Purchases under the amendment?

For an Off-Hour VWAP Purchase after the 160,000,000-share threshold, the per-share price will be 97.0% of the VWAP over the applicable purchase period, subject to certain adjustments specified in the amended ChEF Purchase Agreement.

Hyperliquid Strategies updated its ChEF equity purchase agreement, resetting VWAP-based discounts on future share sales to Chardan after the first 160 million shares.

Available on EDGAR 09/15/2026 - 06:06 AM EDT Accepted by SEC EDGAR 09/14/2026 - 09:39 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Hyperliquid Strategies Inc (PURR) entered into Amendment No. 3 to its ChEF Purchase Agreement with Chardan Capital Markets LLC on September 14, 2026. The change affects the pricing of additional common stock sales to Chardan after the first 160,000,000 shares sold under the agreement.

After that threshold, the per-share price in a VWAP Purchase or Intraday VWAP Purchase will equal 98.5% of the VWAP over the relevant period, while an Off-Hour VWAP Purchase will be priced at 97.0% of the VWAP, in each case subject to specified adjustments. Amendment No. 3 supersedes and replaces Amendment No. 2 in full.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Threshold shares under Purchase Agreement: 160,000,000 shares VWAP Purchase discount: 98.5% of VWAP Off-Hour VWAP Purchase discount: 97.0% of VWAP +3 more

6 metrics

Threshold shares under Purchase Agreement 160,000,000 shares Shares of common stock sold before revised VWAP pricing applies

VWAP Purchase discount 98.5% of VWAP Per-share price for VWAP and Intraday VWAP Purchases after 160,000,000 shares

Off-Hour VWAP Purchase discount 97.0% of VWAP Per-share price for Off-Hour VWAP Purchases after 160,000,000 shares

Par value per common share $0.01 per share Common Stock of Hyperliquid Strategies Inc

Original ChEF Purchase Agreement date October 22, 2025 Date of initial Purchase Agreement with Chardan Capital Markets LLC

Amendment No. 3 execution date September 14, 2026 Date Hyperliquid Strategies Inc and Chardan entered Amendment No. 3

Key Terms

Material Definitive Agreement, VWAP Purchase, Intraday VWAP Purchase, Off-Hour VWAP Purchase, +2 more

6 terms

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 financial

"the Company may elect to sell to the Investor in (i) a VWAP Purchase"

Intraday VWAP Purchase financial

"or Intraday VWAP Purchase (as defined in the Purchase Agreement)"

Off-Hour VWAP Purchase financial

"or (ii) an Off-Hour VWAP Purchase (as defined in the Purchase Agreement)"

VWAP financial

"will be equal to 98.5% of the VWAP (as defined in the Purchase Agreement)"

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.

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.

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. 3 with Chardan Capital Markets LLC, revising how the VWAP Purchase Price is calculated for common stock sold to Chardan after a threshold of 160,000,000 shares has been sold under the agreement.

How are PURR shares priced in VWAP Purchases after 160,000,000 shares?

After the first 160,000,000 shares are sold, the per-share price in a VWAP Purchase or Intraday VWAP Purchase will be 98.5% of the VWAP over the applicable purchase period, subject to adjustments described in the agreement.

How are PURR shares priced in Off-Hour VWAP Purchases under the amendment?

For an Off-Hour VWAP Purchase after the 160,000,000-share threshold, the per-share price will be 97.0% of the VWAP over the applicable purchase period, subject to certain adjustments specified in the amended ChEF Purchase Agreement.

When was Amendment No. 3 between PURR and Chardan executed?

Amendment No. 3 to the ChEF Purchase Agreement between Hyperliquid Strategies Inc and Chardan Capital Markets LLC was executed on September 14, 2026, and it supersedes and replaces Amendment No. 2 in its entirety.

What earlier agreements does Amendment No. 3 to PURR’s ChEF Purchase Agreement reference?

Amendment No. 3 references the original ChEF Purchase Agreement dated October 22, 2025, as previously amended on September 1, 2026 and September 14, 2026, and it replaces Amendment No. 2 in full.

What class of securities for PURR is affected by the amended pricing terms?

The amended pricing terms apply to Hyperliquid Strategies Inc’s Common Stock, par value $0.01 per share, that the company may elect to sell to Chardan Capital Markets LLC under the ChEF Purchase Agreement.

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

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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): 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. 3 (the “Amendment”) to the ChEF Purchase Agreement, dated as of October 22, 2025 (as previously amended on September 1, 2026 and September 14, 2026, the “Purchase Agreement”), by and between the Company and the Investor. The Amendment replaced the definition of “VWAP Purchase Price”, providing that, following the sale of the first 160,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Purchase Agreement, the per share purchase price for the shares of the Common Stock 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 Amendment supersedes and replaces in its entirety Amendment No. 2 to the Purchase Agreement, dated as of September 14, 2026.

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. 3 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 34.4 KB