Material Agreement, Private Placement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On May 9, 2026 (the "Effective Date"), HyOrc Corporation (the "Company") entered into separate Securities Purchase Agreements (collectively, the "SPAs") with Monroe Street Capital Partners LP ("Monroe") and Lambda Ventures LLC ("Lambda," and together with Monroe, the "Investors"), pursuant to which the Company issued to each Investor a Convertible Promissory Note in the original principal amount of $67,500 (collectively, the "Notes").

The Notes bear an original issue discount of $5,000 each, resulting in aggregate gross proceeds of $125,000 to the Company before payment of legal fees and other transaction-related expenses. Pursuant to the SPAs, the Investors withheld an aggregate of $7,000 for legal fees, resulting in net proceeds to the Company of approximately $118,000.

Each Note matures twelve (12) months from the issue date, unless earlier converted or repaid in accordance with its terms.

Each Note is convertible into shares of the Company's common stock at a conversion price equal to 77% of the lowest trading price of the Company's common stock during the fifteen (15) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Notes.

The Company has the right to prepay each Note during the first 181 days following issuance at 110% of the outstanding balance, subject to the terms of the Notes.

In connection with the transactions, the Company agreed to issue an aggregate of 250,000 shares of its common stock to the Investors as commitment shares, consisting of 125,000 shares issuable to each Investor. The commitment shares are subject to cancellation if the applicable Note is fully satisfied within six months from issuance.

The Company also agreed to reserve sufficient shares of its common stock for issuance upon conversion of the Notes, currently estimated at up to 4,000,000 shares per Note.

The transactions were completed on May 9, 2026, and the Company received the investment proceeds on May 12, 2026.

Item 3.02 - Unregistered Sales of Equity Securities

The issuance of the Notes, the shares of common stock issuable upon conversion thereof, and the commitment shares were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as transactions not involving a public offering.