Business Context and Reporting Period
Company: Hyperliquid Strategies Inc (Ticker: PURR)
Filing Type: Form 8-K (Current Report)
Date of Report: September 14, 2026
Reporting Period: Single event date (September 14, 2026)
Context: The Company is an emerging growth company incorporated in Delaware, with principal executive offices in New York, NY. This filing reports the entry into a material definitive agreement regarding its equity financing program.
Key Financial Metrics
This Form 8-K does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing focuses exclusively on the terms of a specific contractual amendment.
Material Changes and Agreements
Item 1.01: Entry into a Material Definitive Agreement
The Company entered into Amendment No. 3 to the ChEF Purchase Agreement with Chardan Capital Markets LLC (the "Investor"). Key changes include:
- Scope: The amendment applies to sales of Common Stock following the sale of the first 160,000,000 shares under the Purchase Agreement.
- Price Adjustment (VWAP Purchase): The purchase price for shares sold in a VWAP Purchase or Intraday VWAP Purchase is set at 98.5% of the Volume Weighted Average Price (VWAP).
- Price Adjustment (Off-Hour): The purchase price for shares sold in an Off-Hour VWAP Purchase is set at 97.0% of the VWAP.
- Supersession: This amendment supersedes and replaces Amendment No. 2 dated September 14, 2026.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, outlook, or management discussion regarding future financial performance or strategic direction beyond the execution of the amendment.
Risks and Contingencies: No specific risks or contingencies are detailed in the text of this filing. The document notes that the description of the amendment is qualified by reference to the full text of Exhibit 10.1.
Investor Verification Checklist
- Verify the total number of shares sold under the Purchase Agreement to date to confirm if the 160,000,000 share threshold has been met, triggering the new pricing terms.
- Review Exhibit 10.1 (Amendment No. 3) for specific definitions of "VWAP," "purchase period," and any other adjustments not detailed in the summary.
- Confirm the impact of the reduced discount rates (98.5% and 97.0%) on the Company's cost of capital compared to previous amendment terms.
- Check subsequent filings for any further amendments or termination of the ChEF Purchase Agreement.