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Get filing alertsGoPro completes up to $50M convertible debenture program with $20M issuance to Yorkville
Filed September 8, 2026 · Period ending September 8, 2026 · ~1 min read
Key Changes
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Issued a $20M convertible debenture to Yorkville, completing the up to $50M Purchase Agreement with no further issuances permitted.
Item 1.01 verify on EDGAR → -
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Conversion price is the lower of $1.35 or 98% of recent VWAP, with a floor of $0.1736, potentially dilutive to shareholders.
Item 1.01 verify on EDGAR → -
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Debenture matures August 26, 2027, issued at 3% original issue discount, meaning GoPro received for $20M principal.
Item 1.01 verify on EDGAR → -
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Interest-free unless adjustment events occur, then 5% or 18% annually; 18% applies if conversion shares hit a cap or default occurs.
Item 1.01 verify on EDGAR → -
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Issuance exempt from registration under Section 4(a)(2) as a private placement to an accredited investor.
Item 3.02 verify on EDGAR →
Summary
GoPro issued a $20 million convertible debenture to Yorkville on September 8, 2026, completing the up to $50 million Purchase Agreement. This was the Third Closing, and no additional debentures will be issued under the agreement. The debenture converts at the lower of $1.35 or 98% of the recent VWAP, with a floor of $0.1736, which could dilute existing shareholders if converted.
It matures on August 26, 2027, and was issued at a 3% original issue discount, so GoPro received in cash for $20 million in principal. The debenture is interest-free unless certain events occur, in which case interest accrues at 5% or 18% annually. The issuance was exempt from registration under Section 4(a)(2) as a private placement to an accredited investor. This filing is a routine disclosure of a completed financing transaction with no red flags.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 is incorporated herein by reference.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
issued a convertible debenture in the aggregate principal amount of $20,000,000 to YA II PN, Ltd. (“Yorkville”)
GoPro issued a $20 million convertible debenture to Yorkville on September 8, 2026. This is the Third Closing under the Purchase Agreement, and no additional debentures will be issued under that agreement.
Added in current filing · verify on EDGAR →
the issuance of the Convertible Debentures on the date hereof constitutes the Third Closing (as defined in the Purchase Agreement) under the Purchase Agreement and no additional Convertible Debentures shall be issuable under the terms of the Purchase Agreement
This issuance completes the $50 million convertible debenture program under the Purchase Agreement. Yorkville had previously purchased $25 million at signing, and this $20 million issuance brings the total to $45 million, with no further issuances permitted.
Event · Item 3.02 — Unregistered Sales of Equity Securities
GoPro discloses unregistered issuance of a convertible debenture and conversion shares to Yorkville under Section 4(a)(2).
Added in current filing · verify on EDGAR →
The issuance of the Debenture and the Conversion Shares will be exempt from registration pursuant to Section 4(a) (2) of the Securities Act.
GoPro is issuing a convertible debenture and conversion shares to Yorkville without SEC registration, relying on the private-placement exemption in Section 4(a)(2). Yorkville represented it is an accredited investor acquiring for investment purposes, not for distribution. This is a routine private placement disclosure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 9, 2026 · How we verify