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 14, 2026, Hyperliquid Strategies Inc (the “Company”) and Chardan Capital Markets LLC (the “Investor”) entered into Amendment No. 3 (the “Amendment”) to the ChEF Purchase Agreement, dated as of October 22, 2025 (as previously amended on September 1, 2026 and September 14, 2026, the “Purchase Agreement”), by and between the Company and the Investor. The Amendment replaced the definition of “VWAP Purchase Price”, providing that, following the sale of the first 160,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Purchase Agreement, the per share purchase price for the shares of the Common Stock the Company may elect to sell to the Investor in (i) a VWAP Purchase (as defined in the Purchase Agreement) or Intraday VWAP Purchase (as defined in the Purchase Agreement) will be equal to 98.5% of the VWAP (as defined in the Purchase Agreement) over the applicable purchase period, or (ii) an Off-Hour VWAP Purchase (as defined in the Purchase Agreement) will be equal to 97.0% of the VWAP over the applicable purchase period, in each case subject to certain adjustments. The Amendment supersedes and replaces in its entirety Amendment No. 2 to the Purchase Agreement, dated as of September 14, 2026.

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.