PURR 8-K
Hyperliquid Strategies Inc (PURR)
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
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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:
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:
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Placement Agreement
On June 23, 2026, Hyperliquid Strategies Inc (the “Company”) entered into an Executive Placement Agreement with SBR Limited (the “Consultant”), a Hong Kong company controlled by Jeroen Nieuwkoop, the Company’s Chief Operating Officer (the “COO Placement Agreement”). Pursuant to the terms of the COO Placement Agreement, the Consultant shall provide the services of Mr. Nieuwkoop as the Chief Operating Officer of the Company, or such other title and position as the Company may request from time to time, for a term that commenced on June 22, 2026 and shall continue until terminated in accordance with the terms of the COO Placement Agreement. The Consultant is entitled to receive annual base remuneration of $400,000, subject to review at least annually for merit increases and subject to adjustment from time to time in the discretion of the Company’s board of directors (the “Board”). Commencing with the year beginning January 1, 2026, the Consultant is eligible to receive an annual discretionary cash bonus (the “Bonus”), with a target amount equal to 100% of the base remuneration based on the achievement of performance-based and other individual and Company metrics to be established by the Board and the compensation committee, each in their sole discretion. Subject to Board approval, the Consultant is eligible to receive annual equity and equity-based awards under the 2025 Equity Incentive Plan, with a target grant date fair value of $1,000,000 for the current fiscal year (and anticipated to be the same in future fiscal years), each vesting on an annual basis over a three-year period, subject to the Consultant’s continuous engagement through such vesting date. In addition, in connection with the execution of the COO Placement Agreement the Consultant received two awards of time-based restricted stock units, each vesting on an annual basis over a three-year period. One of such initial awards has a target fair value of $1,000,000 based on the volume weighted average price of the Company’s common stock during the Company’s first eight trading days following December 2, 2025, with vesting commencing on that date, and the second has a target grant date fair value of $1,000,000 based on the closing price of the Company’s common stock on May 5, 2025, with vesting commencing on that date.
Upon the termination of the COO Placement Agreement for any reason, the Consultant will be entitled to receive all accrued but unpaid base remuneration through the termination date, any unpaid or unreimbursed expenses incurred in accordance with Company policy prior to termination and any accrued but unpaid benefits under the Company’s employee benefit plans. If the COO Placement Agreement is terminated by the Company without Cause or by the Consultant for Good Reason, in each case outside of a Change in Control Period (as such terms are defined in the COO Placement Agreement), the Consultant will be entitled to receive, in addition to the accrued obligations: (i) continued payment of base remuneration for six months following the termination date, (ii) a taxable monthly reimbursement equal to the amount of health insurance premiums the Company would have subsidized had the Consultant remained engaged, for the same six-month period, and (iii) accelerated vesting of 50% of all outstanding equity awards held by the Consultant at the time of termination. If the COO Placement Agreement is terminated by the Company without Cause or by the Consultant for Good Reason, in each case during a Change in Control Period, the Consultant will be entitled to receive the benefits described in clauses (i) and (ii) of the preceding sentence for a period of 12 months (rather than six months), accelerated vesting of 100% (rather than 50%) of all outstanding equity awards held by the Consultant at the time of termination, payment of Bonus for the calendar year in which the termination occurs, pro-rated based on the portion of the year during which the COO Placement Agreement was in effect, and reasonable outplacement services for a period of 12 months following termination. All severance payments and benefits (other than payment of accrued obligations) would be conditioned on the Consultant’s execution of a general release of claims, and such release becoming effective.
The COO Placement Agreement contains customary confidentiality and non-competition covenants applicable during the term of the COO Placement Agreement, as well as customary non-solicitation covenants applicable during the term and for 24 months thereafter.
The foregoing description of the COO Placement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the COO Placement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to CEO Employment Agreement
On June 22, 2026, the Company entered into a First Amendment to Executive Employment Agreement with David Schamis, the Company’s Chief Executive Officer (the “First Amendment”). The First Amendment amends the Executive Employment Agreement, dated as of May 1, 2026, entered into between the Company and Mr. Schamis (the “CEO Employment Agreement”), effective as of July 1, 2026 (the “Effective Date”). Pursuant to the First Amendment, as of the Effective Date Mr. Schamis’ annual base salary will be increased to $600,000 and, for each fiscal year commencing with the fiscal year beginning July 1, 2026, Mr. Schamis will be eligible to receive an annual discretionary cash bonus, with a target amount equal to 100% of his base salary based on the achievement of performance-based and other individual and Company metrics to be established by the Board and/or the compensation committee, each in their sole discretion. In addition, in lieu of the potential annual equity awards initially provided for in the CEO Employment Agreement, subject to Board approval, Mr. Schamis will be eligible to receive annual equity and equity-based awards under the 2025 Equity Incentive Plan, with a target grant date fair value of between $2,000,000 and $3,000,000 for each fiscal year commencing with the fiscal year beginning July 1, 2026 (after the close of the applicable fiscal year and related financial statements for such fiscal year have been filed), with vesting schedules and performance criteria to be determined by the compensation committee and/or the Board and set forth in the applicable award agreement.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.2 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 |
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Description of Exhibit |
10.1 |
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Executive Placement Agreement, entered into on June 23, 2026, between the Company and SBR Limited. |
10.2 |
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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: |
June 26, 2026 |
By: |
/s/ Brett Beldner |
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Name: Title: |
Brett Beldner |
Exhibit 10.1
EXECUTIVE PLACEMENT AGREEMENT
This Executive Placement Agreement (the “Agreement”) is knowingly and voluntarily made and entered into as of June 22, 2026 (the “Effective Date”) by and between Hyperliquid Strategies Inc, a Delaware corporation (the “Company”), and SBR Limited, a Hong Kong company (hereinafter, the “Consultant”).
W I T N E S S E T H:
WHEREAS, the Consultant will supply the Company with its Chief Operating Officer (“COO”) and, as a result of the Consultant’s duties and responsibilities, the Consultant has and will have access to trade secrets and other highly confidential information concerning the Company’s and its Related Entities’ business activities, processes and means and methods of the Company’s and its Related Entities’ conduct of their respective business activities, and the COO will contribute to the creation of such trade secrets and other highly confidential information;
WHEREAS, the Company and the Consultant agree that, but for the supply of the COO to the Company, the Consultant would not have access to such trade secrets and other highly confidential information or the ability to contribute to its creation or knowledge of the duties, responsibilities and skills of other employees of the Company and its Related Entities;
WHEREAS, the Company and the Consultant agree that the Consultant’s use or disclosure of such trade secrets and other highly confidential information for any purpose other than in the course of the provision of services to the Company or any of its Related Entities and/or that the Consultant, and/or COO’s competition with the Company or any of its Related Entities would significantly and irreparably harm the Company and its Related Entities;
WHEREAS, the Company wishes the Consultant to provide services on the terms and conditions set forth herein;
WHEREAS, the Consultant is willing to make its services available to the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and the Consultant hereby agree as follows:
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The foregoing list shall constitute the exclusive basis for any termination of this Agreement for Cause, and no other grounds, whether or not similar in nature to those set forth above, shall constitute Cause for purposes of this Agreement.
Notwithstanding anything to the contrary contained herein, the Company may not terminate this Agreement for Cause unless: (1) the Board provides the Consultant with written notice of its intention to terminate this Agreement for Cause, which notice shall set forth in reasonable detail the specific act(s) or omission(s) constituting Cause; (2) the Consultant is provided a period of not less than fifteen (15) calendar days following receipt of such written notice within which to appear before the Board (with or without legal counsel, at the Consultant’s election) to respond to the allegations contained in such notice; and (3) following the expiration of any applicable cure period and consideration of the Consultant’s response (if any), the Board reaffirms its determination of Cause by the affirmative vote of not less than two-thirds (2/3) of the members of the Board (excluding the COO).
The Company shall not be entitled to assert Cause as a basis for termination of this Agreement, or to withhold or claw back any compensation or benefits otherwise due to the Consultant, based on any act or omission of which the Board (or a majority of the independent members thereof) had actual knowledge for a period in excess of ninety (90) calendar days prior to providing the Consultant with written notice of its intention to terminate for Cause, unless the act or omission constitutes a violation under subsections (i) or (vii) above.
For purposes of this Agreement, (x) no act or omission on the part of the Consultant shall be deemed “willful” if it was done, or omitted to be done, by the Consultant in good faith and with a reasonable belief that such act or omission was in the best interests of the Company, and (y) “digital assets” shall mean Bitcoin, Ethereum, Hyperliquid, and any other virtual currency, cryptocurrency, digital token, stablecoin, or blockchain-based asset, whether or not classified as a security, commodity, or other financial instrument under applicable law.
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In the event of termination pursuant to Section 6(a)(iv), (v) or (vi) above, the Company, in its sole discretion, may accelerate the Termination Date subject to paying the Consultant the Base Remuneration that it otherwise would have earned for the remaining portion of the thirty (30)-day notice period.
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The payments and benefits set forth in this Section 6(b) are collectively referred to as the Severance and in each case are subject to the terms of the Agreement.
Notwithstanding the foregoing, in the event that (1) the Consultant breaches any provision contained in Section 7 below or any other confidentiality, non-disclosure, non-competition, non-solicitation, non-interference, non-disparagement or similar covenant by which the Consultant is bound for the benefit of the Company or any of its Related Entities, or in the Release, or (2) the Board determines that grounds for a for Cause termination existed as of the Termination Date, the Consultant shall, without limiting any other rights or remedies of the Company or any of its Related Entities (contractual or otherwise), immediately forfeit the Consultant’s right to any Severance payments and shall be required to repay, upon written demand by the Company, any Severance received by the Consultant (other than $5,000, which shall constitute consideration for the Release (described below)). Other than as specifically set forth in this Section 6(b), the Company shall have no further liability or obligation hereunder after the Termination Date.
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[Signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
COMPANY:
Hyperliquid Strategies Inc
By: /s/ David Schamis
Name: David Schamis
Title: Chief Executive Officer
CONSULTANT:
SBR Limited
By: /s/ Jeroen Nieuwkoop
Name: Jeroen Nieuwkoop
Title: Chief Operating Officer
Signature Page to Executive Placement Agreement
EXHIBIT A
None
A-1
EXHIBIT B
FORM OF RELEASE
GENERAL RELEASE OF CLAIMS
B-1
B-2
1 Note to Draft: To be completed by the Company upon termination of employment.
2 Note to Draft: Age Discrimination in Employment Act disclosures to be provided in the event of a group termination.
B-3
Name: [_______]
_______________, 20__
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B-4
Exhibit 10.2
FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
This First Amendment to Executive Employment Agreement (this “Amendment”) is made and entered into as of June 22, 2026, by and between Hyperliquid Strategies Inc, a Delaware corporation (the “Company”), and David Schamis (the “Executive”).
WHEREAS, the Company and the Executive are parties to that certain Executive Employment Agreement, dated as of May 1, 2026 (the “Employment Agreement”);
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to update the Executive’s compensation arrangements effective as of July 1, 2026;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Executive agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment have the meanings given to them in the Employment Agreement.
2. Effective Date; Existing Compensation Through June 30, 2026. The amendments set forth in this Amendment shall become effective as of July 1, 2026 (the “Amendment Effective Date”). For the avoidance of doubt, through June 30, 2026, the Executive’s existing compensation arrangement shall remain in place and shall continue to govern the Executive’s compensation.
3. Base Salary. Effective as of the Amendment Effective Date, Section 4(a) of the Employment Agreement is amended to provide that the Executive shall receive a Base Salary at the annual rate of Six Hundred Thousand Dollars ($600,000), payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. Except as expressly amended by this Amendment, the remainder of Section 4(a) shall remain in full force and effect.
4. Annual Cash Bonus. Effective as of the Amendment Effective Date, Section 4 of the Employment Agreement is amended to add the following new subsection (c) at the end thereof:
“(c) Annual Cash Bonuses. During the Term of Employment, for each fiscal year commencing with the fiscal year beginning July 1, 2026, the Executive shall be eligible to receive a discretionary annual cash bonus (each, a “Bonus”) targeted at one hundred percent (100%) of Base Salary based on the achievement of performance-based and other individual and Company metrics to be established by the Board and/or the Compensation Committee, each in their sole discretion. The Board and/or the Compensation Committee shall retain full and sole discretion in determining the eligibility for, and the amount, terms, and conditions of, any Bonus awarded to the Executive. The Executive acknowledges that any Bonus is not guaranteed and is subject to the Board’s and/or Compensation Committee’s evaluation of various factors, including but not limited to, the Executive’s performance, the Company’s financial condition, and other relevant criteria as determined by the Board and/or Compensation Committee, each in their sole discretion. Any Bonus earned for a fiscal year shall be paid to the Executive in the immediately following fiscal year of the Company, as soon as practicable after the Company files the Form 10-K for the year for which the Bonus is earned with the Securities and Exchange Commission but in no event later than thirty (30) days after such filing. In order to be eligible to receive a Bonus for a fiscal year, the Executive must remain employed with the Company through the date of payment of such Bonus.”
DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 724666496v2
Exhibit 10.2
5. Annual Equity Awards. Effective as of the Amendment Effective Date, Section 4(b)(i) of the Employment Agreement is amended and restated as follows:
“(i) Annual Equity Awards. Subject to the Executive’s continued employment through the applicable grant date, the Executive will be eligible to be granted equity and equity-based awards on an annual basis for each fiscal year commencing with the fiscal year beginning July 1, 2026 (after the close of the applicable fiscal year and related financial statements for such fiscal year have been filed) at the Compensation Committee’s discretion. The Compensation Committee anticipates that annual equity awards will have a target grant date fair value of between $2,000,000 and $3,000,000, but the actual grant date fair value for any awards may be modified based on the Board’s and Compensation Committee’s evaluation of various factors, including but not limited to the Executive’s performance, the Company’s financial condition, market practice, dilution, stockholder considerations, and other relevant criteria as determined by the Board and Compensation Committee in their sole discretion. Annual equity awards are expected to consist primarily of long-term vesting restricted stock units and/or performance stock units, with vesting schedules and performance criteria to be determined by the Compensation Committee and/or the Board and set forth in the applicable award agreement.”
6. No Other Amendments. Except as expressly amended by this Amendment, the Employment Agreement remains unchanged and in full force and effect. In the event of any conflict between this Amendment and the Employment Agreement, this Amendment shall control.
7. Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered electronically or by PDF shall be treated as original signatures for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
COMPANY: |
EXECUTIVE:
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DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 724666496v2