HyOrc Corp Announces Convertible Notes and $7.5M Equity Facility

What Happened

• HyOrc Corporation (HYOR) filed an 8-K on Aug. 10, 2026 reporting that on Aug. 3, 2026 it issued two convertible promissory notes—one to Jefferson Street Capital LLC and one to Lambda Ventures LLC—totaling $70,200 in principal. Each note has a principal amount of $35,100, was sold for $32,500 (original issue discount $2,600), carries a one-time 12% interest charge, and matures 12 months after issuance. Conversion rights begin six months after issuance; conversion price is set at 77% of the lowest traded price on the Principal Market during the 15 trading days before conversion (subject to adjustments and ownership limits).
• Also on Aug. 3, 2026 HyOrc entered an Equity Purchase Agreement with Lambda under which Lambda may purchase up to $7.5 million of common stock over the commitment period. HyOrc issued 125,000 restricted commitment shares to each note investor (250,000 total) and 750,000 initial commitment shares to Lambda. The parties also agreed to registration rights for the shares issuable under these agreements.

Key Details

• Convertible notes: aggregate principal $70,200 (2 x $35,100); purchase price per note $32,500; original issue discount $2,600; one-time 12% interest; 12-month maturity; conversion rights start at 6 months.
• Conversion pricing: conversion price = 77% of the lowest traded price on the Principal Market during the 15 trading days preceding conversion (subject to adjustments and beneficial ownership caps).
• Equity facility: Lambda committed to buy up to $7,500,000 of common stock; each Put request minimum ~$2,500, maximum = lesser of $500,000 or 200% of the applicable average daily trading value; pricing generally ~80% of the applicable market price per the agreement’s formula.
• Share issuances and registration: 125,000 restricted shares issued to each note investor (cancelable if note is paid in full within six months); 750,000 initial commitment shares issued to Lambda; HyOrc agreed to register the shares issuable under the Equity Purchase Agreement.

Why It Matters

• These transactions provide HyOrc with immediate cash via the notes and potential ongoing capital access up to $7.5M from Lambda, which can support operations or growth without a traditional bank loan.
• However, conversion rights, commitment shares and the deep discounts used in pricing (conversion at 77% of recent lows; equity purchases at roughly 80% of market) create clear dilution risk for existing shareholders if conversions or sales occur. Early repayment within six months can cancel some commitment shares, partially limiting dilution if the company repays the notes quickly.
• The company also granted registration rights, meaning the newly issued or issuable shares should be registered for resale, enabling investors to convert/offer shares to the market once conditions are met.