HyOrc Corp Secures \$150,000 Convertible Note Financing from GS Capital Partners

Key Investment Highlights and Price-Sensitive Details for Shareholders

Date of Report: March 18, 2026
Company: HyOrc Corporation
Ticker: HYOR
Type of Filing: Current Report on Form 8-K

1. Overview of the Transaction

• Material Definitive Agreement: On March 13, 2026, HyOrc Corporation entered into a Securities Purchase Agreement (“SPA”) with GS Capital Partners, LLC (“Investor”).
• Issuance of Convertible Note: Under this SPA, HyOrc issued a Convertible Promissory Note in the principal amount of \$150,000 to the Investor.
• Original Issue Discount (OID): The Note carries an OID of \$11,000, meaning HyOrc received net proceeds of \$139,000 before deducting approximately \$4,000 in legal and transactional expenses.
• Maturity Date: The Note matures on September 13, 2026, unless earlier converted or repaid.

2. Conversion and Collateral Mechanics

• Conversion Price: The Note is convertible into common shares of HyOrc at a price equal to 77% of the lowest trading price of the common stock during the ten (10) trading days prior to conversion, subject to further adjustment as provided in the Note.
• Collateral Shares Issued: As part of the transaction, HyOrc issued 250,000 shares of common stock to GS Capital Partners as collateral (“Returnable Shares”). These shares are to be returned and canceled if the Note is repaid in full and no default occurs.
• Share Reservation: HyOrc has agreed to reserve up to 5,000,000 shares of its common stock for potential issuance upon conversion of the Note.

3. Unregistered Securities and Regulatory Status

• Securities Registration: The Note, returnable shares, and any shares issued upon conversion have been sold in a private placement and are unregistered. The company relied on Section 4(a)(2) of the Securities Act and/or Regulation D exemptions, meaning these are not public offerings.
• Potential Dilution: If the Note is converted, it could result in significant dilution for current shareholders, especially considering the reserved shares and the discount to market price at which conversion occurs.

4. Price-Sensitive and Shareholder-Relevant Information

• Potential for Share Price Volatility: The conversion feature at a discount, the issuance of collateral shares, and the reservation of a large number of shares could lead to increased trading activity and potential downward pressure on the share price if the Investor converts the Note and sells shares into the market.
• Event of Default: If HyOrc defaults on the Note, the collateral shares may be retained by the Investor, and additional penalties or adjustments may apply, further impacting shareholders.
• Emerging Growth Company Status: HyOrc is not classified as an ‘emerging growth company’ under applicable SEC rules, so stricter reporting standards may apply.

5. Exhibits Filed

• 10.1: Securities Purchase Agreement dated March 13, 2026 (full terms of the deal)
• 10.2: Convertible Promissory Note dated March 13, 2026 (detailed conversion/dilution terms)
• 10.3: Irrevocable Transfer Agent Instruction Letter (for collateral shares)
• 10.4: Transfer Agent Reserve Letter (share reservation mechanics)

Summary and Investor Takeaways

• Immediate Capital Injection: Provides HyOrc with approximately \$135,000 in cash after expenses, strengthening the balance sheet.
• Significant Dilution Risk: The deal structure is highly dilutive and the low conversion price could result in substantial new shares entering the market, which may adversely impact existing shareholder value.
• Pledge of Returnable Shares: If the company fails to repay the Note, the collateral shares may become permanently outstanding, further increasing dilution.
• Potential Downward Pressure: The discounted conversion price and possibility of a large number of shares being sold into the market by the Investor may create significant sell-side pressure.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filing and consult with their financial advisers before making any investment decisions. The details above summarize key aspects of the transaction but may omit certain legal or technical elements. Market prices can be volatile, and this financing may result in dilution and increased stock volatility.

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