Business Context and Reporting Period
Company: GoPro, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 8, 2026
Event: Entry into a Material Definitive Agreement involving the issuance of convertible debentures.
Key Financial Metrics and Transaction Details
- Instrument Issued: Convertible Debentures.
- Principal Amount Issued (Current): $20,000,000.
- Total Aggregate Principal Under Agreement: $50,000,000 (comprising $25,000,000 issued at signing and $20,000,000 issued at this Third Closing).
- Investor: YA II PN, Ltd. ("Yorkville").
- Maturity Date: August 26, 2027.
- Original Issue Discount: 3.00%.
- Interest Rate:
- 0% under normal conditions.
- 5.00% annually if certain interest rate adjustment events occur.
- 18.00% annually if conversion shares reach a capped level within six months or an event of default occurs.
- Conversion Price: Lower of $1.35 or 98% of the lowest daily volume weighted average price (VWAP) of Common Stock during the five trading days preceding conversion, with a floor of $0.1736.
- Ownership Cap: Conversion is restricted if the holder would beneficially own more than 4.99% of outstanding Common Stock.
Material Changes Versus Prior Period
This filing represents the completion of the "Third Closing" under a Securities Purchase Agreement dated February 27, 2026. No additional debentures are issuable under this specific agreement following this transaction. The filing does not provide comparative financial performance metrics (revenue, profit, cash flow) against prior periods as it is a transactional report rather than a periodic financial statement.
Guidance, Outlook, and Risks
- Management Commentary: The filing contains no forward-looking guidance or management commentary regarding future business operations or financial outlook.
- Risks and Contingencies:
- Dilution Risk: The debentures are convertible into Class A common stock, subject to a 4.99% beneficial ownership limit.
- Default Risk: Interest rates escalate to 18.00% in the event of a default or specific conversion caps being reached.
- Liquidity: The transaction provides immediate capital via the $20 million issuance.
- Unusual Items: The interest structure is contingent, starting at 0% and potentially rising to 18% based on specific triggers.
Investor Verification Checklist
- Verify the current trading price of GoPro Class A common stock to assess the immediate conversion value relative to the $1.35 cap and $0.1736 floor.
- Confirm the total outstanding debt load of GoPro, Inc. post-issuance to evaluate leverage ratios.
- Review the full text of the Convertible Debenture (Exhibit 4.1) for specific definitions of "interest rate adjustment events" and "capped level" for conversion shares.
- Check for any subsequent filings regarding the use of proceeds from the $50 million aggregate financing.