HyOrc Corp 8-K, filed Mar 19, 2026
HyOrc Corp (HYOR)
About this 8-K
HyOrc Corp filed this 8-K on March 19, 2026, reporting on events of March 18, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 – Entry into a Material Definitive Agreement
On March 13, 2026 (the “Effective Date”), HyOrc Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note in the original principal amount of $150,000 (the “Note”).
The Note bears an original issue discount of $11,000, resulting in net proceeds of $139,000 to the Company before payment of approximately $4,000 in legal and other transaction-related expenses.
The Note matures on September 13, 2026, unless earlier converted or repaid in accordance with its terms.
The Note is convertible into shares of the Company’s common stock at a conversion price equal to 77% of the lowest trading price of the Company’s common stock during the ten (10) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Note.
In connection with the transaction, the Company agreed to issue 250,000 shares of its common stock to the Investor as collateral (the “Returnable Shares”). Pursuant to an Irrevocable Transfer Agent Instruction Letter entered into among the Company, the Investor, and Transfer Online, Inc., the Company’s transfer agent, such shares will be returned to the Company and cancelled upon full repayment of the Note, provided no event of default has occurred.
The Company also agreed to reserve a sufficient number of shares of its common stock for issuance upon conversion of the Note, currently estimated at up to 5,000,000 shares.
Item 3.02 – Unregistered Sales of Equity Securities
The issuance of the Note and the shares of common stock issuable upon conversion thereof, as well as the issuance of the Returnable Shares, were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Securities Purchase Agreement dated March 13, 2026 | |
| 10.2 | Convertible Promissory Note dated March 13, 2026 | |
| 10.3 | Irrevocable Transfer Agent Instruction Letter | |
| 10.4 | Transfer Agent Reserve Letter | |
| 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: March 17, 2026 |
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
