Hyperliquid Strategies Inc filed a Form 8-K on September 14, 2026, disclosing that it entered into Amendment No. 2 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, revising the per-share purchase price terms for common stock sales under the agreement.

Key Highlights

  • Amendment date: The amendment was executed on September 14, 2026, between Hyperliquid Strategies Inc and Chardan Capital Markets LLC.
  • Original agreement: The ChEF Purchase Agreement was originally dated October 22, 2025, and this filing reflects the second amendment to that agreement.
  • VWAP and Intraday VWAP Purchase price: The amended definition sets the per-share purchase price at 98.5% of VWAP over the applicable purchase period.
  • Off-Hour VWAP Purchase price: For Off-Hour VWAP Purchases, the per-share purchase price is set at 97.0% of VWAP over the applicable purchase period.
  • Emerging growth company: The registrant identified itself as an emerging growth company under the applicable SEC rules.
  • Signatory: The filing was signed by Brett Beldner, Chief Financial Officer of Hyperliquid Strategies Inc.

Hyperliquid Strategies Revises VWAP Purchase Price Terms with Chardan Capital

According to the filing, Hyperliquid Strategies Inc (NASDAQ:PURR) and Chardan Capital Markets LLC entered into Amendment No. 2 to the ChEF Purchase Agreement on September 14, 2026. The original agreement was dated October 22, 2025, and the amendment specifically replaces the definition of "VWAP Purchase Price" within that agreement. The company's common stock carries a par value of $0.01 per share.

The filing discloses two revised pricing tiers. For a VWAP Purchase or an Intraday VWAP Purchase, the per-share purchase price will equal 98.5% of the VWAP over the applicable purchase period. For an Off-Hour VWAP Purchase, the per-share purchase price will equal 97.0% of the VWAP over the applicable purchase period. The filing notes that both pricing tiers are "subject to certain adjustments," though the specific adjustment terms are not described in the body of the 8-K.

The filing states 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 to this Current Report. The company is incorporated in Delaware, maintains its principal executive offices at 477 Madison Avenue, 22nd Floor, New York, NY 10022, and has a Commission File Number of 001-42985.

What Was Disclosed

Hyperliquid Strategies Inc disclosed an amendment to its existing equity purchase arrangement with Chardan Capital Markets LLC, replacing the VWAP Purchase Price definition to set purchase prices at 98.5% or 97.0% of VWAP depending on purchase type.