HyOrc Corp 8-K

What Happened

• HyOrc Corporation announced on May 9, 2026 that it entered into Securities Purchase Agreements with Monroe Street Capital Partners LP and Lambda Ventures LLC and issued two convertible promissory notes (one to each investor) with original principal $67,500 each, for aggregate gross proceeds of $125,000. After an original issue discount of $5,000 per note and $7,000 withheld for legal fees, net proceeds to the company were approximately $118,000. The transactions closed May 9, 2026 and proceeds were received May 12, 2026.
• Each note matures 12 months from issuance (unless earlier converted or repaid). Notes convert into common stock at a conversion price equal to 77% of the lowest trading price during the 15 trading days before conversion (subject to adjustment). The company can prepay during the first 181 days at 110% of the outstanding balance. HyOrc issued 250,000 commitment shares (125,000 to each investor), cancellable if a note is fully satisfied within six months, and has reserved shares for conversion—currently estimated at up to 4,000,000 shares per note.

Key Details

• Gross proceeds: $125,000 (two notes of $67,500 each); net proceeds after fees/discounts: ~ $118,000.
• Original issue discount: $5,000 per note; legal fees withheld: $7,000 total.
• Conversion terms: conversion price = 77% of the lowest trading price over the prior 15 trading days (i.e., a ~23% discount to that low), subject to adjustment; maturity = 12 months.
• Equity issued/reserved: 250,000 commitment shares issued (125,000 each); company reserved shares for conversion, estimated up to 4,000,000 shares per note.

Why It Matters

• This is short-term financing that provides HyOrc about $118K in cash to help fund operations in the near term.
• The conversion terms (conversion at 77% of a recent low) and the large number of shares reserved for conversion could be dilutive to existing shareholders if the notes convert. The commitment shares and reserved conversion shares increase potential dilution.
• The placement was a private transaction (relying on Section 4(a)(2)/Reg D exemptions), not a public offering, and includes a prepayment option by the company at 110% within the first 181 days. Investors should watch for future filings showing whether the notes are repaid or converted and any related share issuances.