Hyperliquid Strategies Inc — Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

HYPERLIQUID STRATEGIES INC

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2026, Hyperliquid Strategies Inc (the “Company”) and Chardan Capital Markets LLC (the “Investor”) entered into Amendment No. 1 (the “Amendment”) to the ChEF Purchase Agreement, dated as of October 22, 2025 (the “Purchase Agreement”), by and between the Company and the Investor. The Amendment increases the Total Commitment (as defined in the Purchase Agreement) from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to the terms, conditions and limitations of the Purchase Agreement. Also pursuant to the Amendment, beginning after the sale of $1.0 billion in the aggregate of shares of Common Stock pursuant to the Purchase Agreement, the Company may not issue or sell any shares of Common Stock pursuant to the Purchase Agreement if, after giving effect to the transaction, the aggregate number of shares to be issued and sold at a price of less than $12.02 per share would exceed 42,641,847 shares (representing 19.99% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of the Amendment, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to the Purchase Agreement in excess of the Exchange Cap in accordance with the rules of the Nasdaq Stock Market (or such approval is not required in accordance with such rules).

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, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.