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