Item 1.01 Entry into a Material Definitive Agreement. On September 13, 2026, HyOrc Corporation (the “Company”) entered into a First Amendment to Promissory Note and Securities Purchase Agreement (the “Amendment”) with GS Capital Partners, LLC (“GS Capital”), relating to the $150,000 promissory note originally issued by the Company to GS Capital on March 13, 2026 (the “Note”).…
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement.
On
September 13, 2026, HyOrc Corporation (the “Company”) entered into a First Amendment to Promissory Note and Securities Purchase
Agreement (the “Amendment”) with GS Capital Partners, LLC (“GS Capital”), relating to the $150,000 promissory
note originally issued by the Company to GS Capital on March 13, 2026 (the “Note”).
Pursuant
to the Amendment, the maturity date of the Note was extended from September 13, 2026 to March 13, 2027. In consideration for the extension,
$15,000 was added to the outstanding principal balance of the Note, resulting in an amended principal balance of $165,000. The outstanding
principal balance continues to bear interest at the existing rate of 12% per annum.
In
addition, the 250,000 shares of the Company’s common stock previously issued to GS Capital as returnable shares will cease to constitute
returnable shares and will remain the property of GS Capital. The Company will have no further right to require the return or cancellation
of such shares.
GS
Capital also acknowledged and agreed that the extension of the maturity date and the other amendments became effective prior to the occurrence
of any Event of Default resulting from nonpayment on the original maturity date and that no Event of Default will arise solely as a result
of the Company not paying the Note on September 13, 2026.
Except
as expressly amended by the Amendment, the Note, Securities Purchase Agreement and related transaction documents remain unchanged and
in full force and effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.