HyOrc Corporation filed a Form 8-K on November 6, 2026, disclosing that on November 2, 2026, it entered into a Settlement Agreement and Mutual Release with Daniel S. McKinney and Coldway Limited, LLC, resolving pending litigation in the Eighth Judicial District Court of Clark County, Nevada.

Key Highlights

  • Litigation resolved: The action, styled Daniel McKinney v. HyOrc Corporation, et al., Case No. A-26-955028-C, is to be dismissed with prejudice as to the company and five named individual defendants.
  • No monetary payment: According to the filing, the settlement "requires no monetary payment by the Company or any other party as settlement consideration."
  • Damages sought: The First Amended Complaint had sought damages in excess of $3 million.
  • Affiliate designation removed: The company agreed to instruct its transfer agent, Transfer Online, Inc., to remove the affiliate/control designations for McKinney and Coldway from its records.
  • Indemnification obligation: McKinney and Coldway agreed, jointly and severally, to indemnify the company and individual defendants against losses arising from any materially false, misleading, or incomplete representation or warranty in the Settlement Agreement.
  • No admission of liability: The filing states the settlement "does not constitute an admission of liability or wrongdoing by the Company or any Individual Defendant."

HyOrc Corporation Resolves Transfer-Agent Affiliate Classification Dispute

According to the Form 8-K, the litigation centered on the affiliate and control classification of Daniel S. McKinney and Coldway Limited, LLC on the records of HyOrc's transfer agent, Transfer Online, Inc., and on proposed deposits, transfers, or sales of company securities. McKinney and Coldway contended they were not affiliates of the company; the company disputed liability. The First Amended Complaint sought damages in excess of $3 million.

Under the Settlement Agreement dated November 2, 2026, McKinney agreed to cause the action to be dismissed with prejudice, on the merits, as to HyOrc and the five individual defendants: K. Reginald Fubara, Andrea Magalini, Manoharan Sundaralingam, James Anthony McNaught-Davis, and Richard Oblath, each of whom the filing identifies as a director of the company. The filing notes that no attorneys' fees or costs are to be awarded to any party. The Individual Defendants are not parties to the Settlement Agreement but are described as "express third-party beneficiaries" entitled to enforce the releases, covenants, and indemnity in their favor.

As part of the resolution, HyOrc agreed to provide Transfer Online with a limited instruction stating that the company "does not presently believe that McKinney is an 'affiliate' of the Company within the meaning of Rule 144 under the Securities Act of 1933, as amended," and authorizing removal solely of the affiliate and control designations for McKinney and Coldway. The filing specifies that this instruction "does not constitute an opinion or authorization regarding the eligibility of any particular securities for resale or transfer," and the company has not agreed to issue a legal opinion or to certify nonaffiliate status on an ongoing basis. Each party bears its own attorneys' fees and costs, and McKinney and Coldway bear indemnification obligations for any materially false or incomplete representations they made in the agreement. The Settlement Agreement is governed by Nevada law.

What Was Disclosed

HyOrc Corporation reported entering into a settlement resolving a Nevada lawsuit brought by Daniel S. McKinney and Coldway Limited, LLC over affiliate classifications at its transfer agent. The settlement requires no cash payment and results in dismissal with prejudice and removal of affiliate designations.