Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01. Entry into a Material Definitive Agreement. Amendment to Revolving Credit Agreement PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited (colle…
Filed Jun 11, 2026Accepted Jun 10, 2026, 9:27 PM EDTCIK 1830033Accession 0001193125-26-266413
PureCycle Technologies LLC, a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented dissolution recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste (designated as #5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from #5 plastic waste resulting in our PureFive® resin that can be recycled and reused multiple times, changing our relationship with plastic. www.purecycle.com
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Agreement
PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited (collectively, the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Kroll Trustee Services (HK) Limited (the “Administrative Agent” and “Security Agent”), providing the Company with a revolving credit facility pursuant to which the Company can borrow up to $200 million (the “Revolving Credit Facility”). On June 10, 2026, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Limited Consent and Eleventh Amendment to Credit Agreement (“Eleventh Amendment to Credit Agreement”), which amends the Revolving Credit Agreement to, among other things, (i) permit the Offerings (as defined below) and (ii) remove as secured obligations certain obligations in respect of the Company’s Series A Preferred Stock, par value $0.001 per share, Series C Warrants and Pre-Funded Warrants, in each case, owed by Sylebra Capital Management and/or its affiliates. The Lenders and their affiliates are greater than 5% beneficial owners of the Company.
The foregoing description of the Eleventh Amendment to Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On June 10, 2026, the Company issued a press release announcing the Company’s intention to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of its convertible senior notes due 2032 and $145.0 million of shares of its common stock, par value $0.001 per share, in concurrent underwritten public offerings (together, the “Offerings”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Offerings and related transactions described herein, the Company is filing certain updated risk factors disclosures applicable to its business for the purpose of updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026. The updated risk factors are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Filed exhibits (2)
EX-99.1 (by filename) d120498dex991.htm
EX-99.1
3
d120498dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
PureCycle Announces Proposed Concurrent Public Offerings of Convertible Senior Notes and Common Stock
ORLANDO, Fla. - June 10, 2026 - PureCycle Technologies, Inc. (“PureCycle” or “we,” “our” or
“us”) (Nasdaq: PCT) today announced that it has commenced underwritten public offerings of $250.0 million aggregate principal amount of its convertible senior notes due 2032 (the “notes” and such offering, the
“Notes Offering”) and, concurrently, $145.0 million of shares of its common stock, par value $0.001 per share (the “common stock”; such offering, the “Common Stock Offering” and, together with the Notes
Offering, the “Offerings”).
In addition, PureCycle intends to grant (i) the underwriters in the Notes Offering a 30-day option to purchase up to an additional $37.5 million aggregate principal amount of notes, solely to cover over-allotments, and (ii) the underwriters in the Common Stock Offering a 30-day option to purchase up to an additional $18.75 million of shares of common stock.
The notes will be general
unsecured obligations of PureCycle and will accrue interest payable semiannually in arrears. The interest rate, c…
EX-99.2
4
d120498dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
Risk Factors
You should carefully review this
section in addition to the other information appearing in the Annual Report on Form 10-K, including the consolidated financial statements and related notes, of PureCycle Technologies, Inc. (“PCT”
or the “Company”) for important information regarding risks and uncertainties that affect the Company. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties that the
Company is unaware of, or that are not currently believed to be material, may also become important factors that adversely affect the Company’s business. If any of the following risks actually occur, the Company’s business, financial
condition, results of operations, and future prospects could be materially and adversely affected.
Risks Related to PCT’s Status
as a Low-Revenue Early Commercial-Stage Company
PCT is a low-revenue early commercial-stage company that has incurred operating losses since inception, and expects to continue to incur operating losses and PCT may never achieve or sustain operating profitability,
which depends on the successful c…