Hyperliquid Strategies Inc filed a current report on September 1, 2026, disclosing that it entered into Amendment No. 1 to its ChEF Purchase Agreement with Chardan Capital Markets LLC, raising the total share-purchase commitment from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued common stock.

Key Highlights

  • Commitment increased: The Total Commitment under the ChEF Purchase Agreement was raised from $1.0 billion to $2.5 billion in aggregate gross purchase price of newly issued common stock.
  • Counterparty: The amendment was made between Hyperliquid Strategies Inc and Chardan Capital Markets LLC, the designated Investor.
  • Original agreement date: The underlying ChEF Purchase Agreement was originally dated October 22, 2025.
  • Exchange Cap introduced: After the first $1.0 billion in shares are sold, an Exchange Cap of 42,641,847 shares applies to issuances at a price below $12.02 per share, representing 19.99% of shares outstanding immediately prior to the amendment.
  • Stockholder approval requirement: Issuances exceeding the Exchange Cap require stockholder approval in accordance with Nasdaq Stock Market rules, unless such approval is not required under those rules.
  • Signing authority: The report was signed by Brett Beldner, Chief Financial Officer of Hyperliquid Strategies Inc.

Hyperliquid Strategies and Chardan Amend ChEF Agreement Terms

According to the filing, Hyperliquid Strategies Inc (NASDAQ:PURR) and Chardan Capital Markets LLC executed Amendment No. 1 to their existing ChEF Purchase Agreement on September 1, 2026. The amendment, disclosed under Item 1.01 of the Form 8-K, 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, which carries a par value of $0.01 per share.

The filing further discloses that, beginning after $1.0 billion in aggregate shares of common stock have been sold under the Purchase Agreement, the company may not issue or sell additional shares pursuant to that agreement if doing so would cause the total number of shares issued and sold at a price below $12.02 per share to exceed 42,641,847 shares. The filing describes this threshold as representing 19.99% of the number of shares of common stock issued and outstanding immediately prior to the execution of the amendment, referring to it as the "Exchange Cap."

The company noted that issuances beyond the Exchange Cap are permitted only if stockholders have approved them in accordance with Nasdaq Stock Market rules, or if such approval is not required under those rules. The filing states that the description of the amendment "does not purport to be complete" and is qualified by the full text of the amendment filed as Exhibit 10.1 to the current report. The company is identified in the filing as an emerging growth company under applicable SEC definitions.

What Was Disclosed

Hyperliquid Strategies Inc disclosed an amendment to its ChEF Purchase Agreement with Chardan Capital Markets LLC, increasing the aggregate gross purchase commitment to $2.5 billion and establishing a share issuance cap of 42,641,847 shares for transactions priced below $12.02 per share.