HyOrc Corp 8-K

What Happened HyOrc Corporation announced on March 13, 2026 that it entered a Securities Purchase Agreement with GS Capital Partners and issued a $150,000 Convertible Promissory Note. The Note includes an $11,000 original issue discount (net proceeds of $139,000 before ~ $4,000 of transaction expenses), matures September 13, 2026, and is convertible into common stock at a conversion price equal to 77% of the lowest trading price of HyOrc’s common stock during the ten trading days prior to conversion (subject to adjustment). The company also issued 250,000 shares as collateral (the “Returnable Shares”) which will be returned and cancelled upon full repayment if no default occurs, and has reserved up to an estimated 5,000,000 shares for potential conversion.

Key Details

• Investor: GS Capital Partners, LLC; Agreement effective March 13, 2026.
• Note principal: $150,000; original issue discount: $11,000; net proceeds: $139,000 (before ~ $4,000 fees).
• Maturity: September 13, 2026 (earlier if converted or repaid per terms).
• Conversion: at 77% of the lowest trading price during the 10 trading days before conversion (subject to adjustment).
• Collateral/Reserve: 250,000 “Returnable Shares” issued as collateral; up to ~5,000,000 shares reserved for conversion.
• Placement: Issuance made as an unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions.

Why It Matters This transaction provides HyOrc with immediate cash (about $139k net) to use for operations or working capital. The conversion feature and the company’s reservation of up to ~5 million shares mean the financing could lead to significant dilution for existing shareholders if the note is converted. The 77% conversion metric gives the investor a below-market conversion price (a substantial discount to recent trading prices), which increases the potential dilutive effect. The Returnable Shares serve as collateral and would be returned and cancelled only if the Note is fully repaid without default. The sale was completed as an unregistered private placement under securities exemptions.