Hyperliquid boosts equity facility to $2.5B

The amendment ties PURR’s future share sales to a $12.02 minimum price and an Exchange Cap of 42,641,847 shares unless stockholders approve higher issuances.

Rhea-AI Filing Summary

Hyperliquid Strategies Inc (symbol PURR) entered into Amendment No. 1 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, increasing the Investor’s Total Commitment from $1.0 billion to $2.5 billion of newly issued common stock, subject to existing terms and limitations.

After the first $1.0 billion of sales under the agreement, the Company may not issue additional shares at a price below $12.02 per share if that would cause cumulative issuances below this price to exceed 42,641,847 shares, which represents 19.99% of common shares outstanding immediately before the Amendment, unless stockholders approve issuances above this Exchange Cap under Nasdaq rules.

Filing Explained

The September 1 8-K documents an expanded commitment to purchase newly issued common stock, not a completed issuance: it reports no shares issued or proceeds received, so dilution and cash raised are not established by this filing.

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

Increased Total Commitment: $2.5 billion Prior Total Commitment: $1.0 billion Price Threshold for Exchange Cap: $12.02 per share +3 more

6 metrics

Increased Total Commitment $2.5 billion Aggregate gross purchase price under amended ChEF Purchase Agreement

Prior Total Commitment $1.0 billion Original aggregate gross purchase price under ChEF Purchase Agreement

Price Threshold for Exchange Cap $12.02 per share Applies to issuances counted toward the Exchange Cap after $1.0 billion of sales

Exchange Cap Shares 42,641,847 shares Represents the maximum shares issuable below $12.02 per share without stockholder approval

Exchange Cap Percentage 19.99% Portion of common stock outstanding immediately prior to the Amendment

Date of Amendment September 1, 2026 Execution date of Amendment No. 1 to the ChEF Purchase Agreement

Key Terms

ChEF Purchase Agreement, Total Commitment, Exchange Cap, aggregate gross purchase price, +1 more

5 terms

ChEF Purchase Agreement financial

"entered into Amendment No. 1 (the “Amendment”) to the ChEF Purchase Agreement"

Total Commitment financial

"The Amendment increases the Total Commitment from $1.0 billion to $2.5 billion"

Exchange Cap financial

"would exceed 42,641,847 shares (representing 19.99% ... the “Exchange Cap”)"

aggregate gross purchase price financial

"in aggregate gross purchase price of newly issued shares of the Company’s common stock"

Nasdaq Stock Market regulatory

"in accordance with the rules of the Nasdaq Stock Market"

The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.

FAQ

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

What agreement did Hyperliquid Strategies Inc (PURR) amend on September 1, 2026?

On September 1, 2026, Hyperliquid Strategies Inc entered into Amendment No. 1 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, modifying terms of the equity purchase facility for newly issued common stock.

How did the Hyperliquid Strategies Inc (PURR) amendment change the Total Commitment?

The amendment increased the Total Commitment under the ChEF Purchase Agreement from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued common stock, subject to the agreement’s terms and conditions.

What is the Exchange Cap mentioned in Hyperliquid Strategies Inc’s (PURR) 8-K?

The Exchange Cap is 42,641,847 shares, equal to 19.99% of common shares outstanding immediately before the Amendment. After $1.0 billion of sales, issuances below $12.02 per share cannot exceed this amount without required stockholder approval under Nasdaq rules.

At what share price does the Exchange Cap apply for Hyperliquid Strategies Inc (PURR)?

The Exchange Cap applies to common stock issued or sold at a price of less than $12.02 per share under the ChEF Purchase Agreement once an aggregate of $1.0 billion of shares has been sold.

When was the Hyperliquid Strategies Inc (PURR) amendment to the ChEF Purchase Agreement signed?

The amendment to the ChEF Purchase Agreement between Hyperliquid Strategies Inc and Chardan Capital Markets LLC was signed on September 1, 2026, as disclosed in the report signed by Chief Financial Officer Brett Beldner.

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

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Available on EDGAR 09/01/2026 - 05:00 PM EDT Accepted by SEC EDGAR 09/01/2026 - 05:00 PM EDT Learn about SEC filing dates

false000207885600020788562026-09-012026-09-01

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 1, 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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2026, Hyperliquid Strategies Inc (the “Company”) and Chardan Capital Markets LLC (the “Investor”) entered into Amendment No. 1 (the “Amendment”) to the ChEF Purchase Agreement, dated as of October 22, 2025 (the “Purchase Agreement”), by and between the Company and the Investor. The Amendment increases the Total Commitment (as defined in the Purchase Agreement) from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to the terms, conditions and limitations of the Purchase Agreement. Also pursuant to the Amendment, beginning after the sale of $1.0 billion in the aggregate of shares of Common Stock pursuant to the Purchase Agreement, the Company may not issue or sell any shares of Common Stock pursuant to the Purchase Agreement if, after giving effect to the transaction, the aggregate number of shares to be issued and sold at a price of less than $12.02 per share would exceed 42,641,847 shares (representing 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the Amendment, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Purchase Agreement in excess of the Exchange Cap in accordance with the rules of the Nasdaq Stock Market (or such approval is not required in accordance with such rules).

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. 1 to ChEF Purchase Agreement, dated as of September 1, 2026, between the Company and Chardan Capital Markets LLC.
104		Cover page interactive data file (embedded within the Inline XBRL document).

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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 1, 2026	By:	/s/ Brett Beldner
		Name: Title:	Brett Beldner Chief Financial Officer

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Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 48.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.4 KB