PURR 8-K
Hyperliquid Strategies Inc (PURR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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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.
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Exhibit Number |
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Description of Exhibit |
10.1 |
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104 |
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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.
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HYPERLIQUID STRATEGIES INC |
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Date: |
September 14, 2026 |
By: |
/s/ Brett Beldner |
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Name: Title: |
Brett Beldner |
Exhibit 10.1
AMENDMENT NO. 3 TO ChEF PURCHASE AGREEMENT
This Amendment No. 3 (“Amendment No. 3”), made as of September 14, 2026, amends that certain ChEF Purchase Agreement, dated as of October 22, 2025, as amended on September 1, 2026 and September 14, 2026 (collectively, the “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Hyperliquid Strategies Inc, a Delaware corporation (the “Company”).
RECITALS
WHEREAS, pursuant to Section 10.6 of the Agreement, no provision of the Agreement may be amended, except by a written instrument executed by both parties thereto; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereby agree as follows:
1. Defined Terms. Unless otherwise indicated herein, capitalized terms which are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
2. Amendments to Purchase Agreement. The parties, intending to be legally bound, hereby amend the Agreement as follows:
“‘VWAP Purchase Price’shall mean the purchase price per Share to be purchased by the Investor in such (i) VWAP Purchase or Intraday VWAP Purchase on such VWAP Purchase Date equal to ninety-eight and one-half percent (98.5%) of the VWAP over the applicable VWAP Purchase Period or Intraday VWAP Purchase Period, as applicable, or (ii) Off-Hour VWAP Purchase on such VWAP Purchase Date equal to ninety-seven percent (97.0%) of the VWAP over the Off-Hour VWAP Purchase Period, in each case to be appropriately adjusted for any sales of shares of Common Stock through Block transactions, any reorganization, non-cash dividend, stock split, reverse stock split, stock combination, recapitalization or other similar transaction.”
3. Effect of Amendment. Except as expressly set forth herein, the Agreement shall not by implication or otherwise be deemed supplemented or amended by virtue of this Amendment No. 3, and shall remain in full force and effect, as amended hereby. This Amendment No. 3 shall be construed in accordance with and as a part of the Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed. Any reference in the Agreement to “this Agreement” shall refer to the Agreement as amended by this Amendment No. 3. This Amendment No. 3 supersedes and replaces Amendment No. 2 in its entirety, and Amendment No. 2 is null and void and has no force or effect. For the avoidance of doubt, Amendment No. 1, dated September 1, 2026, remains in full force and effect, except as expressly modified by this Amendment No. 3.
4. Miscellaneous. This Amendment No. 3 shall be governed by and construed in accordance with the internal procedural and substantive laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of any other jurisdiction. This Amendment No. 3 may be
executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, each party has duly executed this Amendment No. 3 as of the date first written above.
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INVESTOR: |
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CHARDAN CAPITAL MARKETS LLC
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By: |
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/s/ Jonas Grossman |
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Jonas Grossman |
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President |
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COMPANY: |
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HYPERLIQUID STRATEGIES INC |
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By: |
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/s/ Brett Beldner |
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Brett Beldner |
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Chief Financial Officer |
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