Hyperliquid Strategies Inc (NASDAQ:PURR) filed a current report on September 15, 2026, disclosing that it entered into Amendment No. 3 to its ChEF Purchase Agreement with Chardan Capital Markets LLC on September 14, 2026.

Key Highlights

  • Agreement amended: Amendment No. 3 to the ChEF Purchase Agreement was executed on September 14, 2026, between Hyperliquid Strategies Inc and Chardan Capital Markets LLC.
  • Threshold trigger: The revised pricing terms apply following the sale of the first 160,000,000 shares of Common Stock under the Purchase Agreement.
  • VWAP Purchase pricing: After the 160,000,000-share threshold, VWAP Purchases and Intraday VWAP Purchases will be priced at 98.5% of the applicable VWAP, according to the filing.
  • Off-Hour pricing: Off-Hour VWAP Purchases will be priced at 97.0% of the applicable VWAP over the applicable purchase period, subject to certain adjustments.
  • Prior amendment superseded: Amendment No. 3 supersedes and replaces in its entirety Amendment No. 2 to the Purchase Agreement, also dated September 14, 2026.
  • Emerging growth company: The registrant indicated it is an emerging growth company as defined under applicable SEC rules.

Terms of the Revised ChEF Purchase Agreement Between Hyperliquid Strategies and Chardan Capital Markets

According to the filing, the original ChEF Purchase Agreement between Hyperliquid Strategies Inc and Chardan Capital Markets LLC was dated October 22, 2025, and had previously been amended on September 1, 2026, and again on September 14, 2026. Amendment No. 3, also dated September 14, 2026, replaced the definition of "VWAP Purchase Price" within that agreement. The company, incorporated in Delaware and headquartered at 477 Madison Avenue, 22nd Floor, New York, NY 10022, has Common Stock with a par value of $0.01 per share listed on the Nasdaq Stock Market LLC under the ticker PURR.

The filing states that the amended pricing structure takes effect after the sale of the first 160,000,000 shares of Common Stock under the Purchase Agreement. For VWAP Purchases and Intraday VWAP Purchases, the per share purchase price will equal 98.5% of the VWAP over the applicable purchase period. For Off-Hour VWAP Purchases, the per share purchase price will equal 97.0% of the VWAP over the applicable purchase period, in each case subject to certain adjustments as described in the agreement.

The filing notes that "the foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment," which was filed as Exhibit 10.1. The current report was signed by Brett Beldner, Chief Financial Officer, on behalf of the registrant.

What Was Disclosed

Hyperliquid Strategies Inc disclosed the execution of Amendment No. 3 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, detailing revised VWAP-based pricing for share purchases beyond a 160,000,000-share threshold, with different discount rates applied to standard and off-hour purchase types.