Streamex Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Leadership Update, Other Events, Financial Statements and Exhibits
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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed in Streamex Corp. (the “Company”) Current Report on Form 8-K, filed on January 27, 2026, the Company delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to YA II PN, LTD. (the “Holder”) (the “Yorkville Debentures”). On February 6, 2026, the Holder elected to convert $15,000,000 of principal (with $0 of accrued interest) at a conversion price of $4.00 per share, resulting in the issuance of 3,750,000 shares of common stock. The shares were issued pursuant to an effective registration statement on Form S-3 previously filed by the Company.
Following the expiration of the conversion election period, the Company pre-paid the remaining amounts due under the Yorkville Debentures for an aggregate cash payoff amount of $38,902,740, consisting of $35,000,000 of principal, $3,500,000 of prepayment premium, and $402,740 of accrued interest. Upon payment in full, the Yorkville Debentures were satisfied and the related security interests were released.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2026, the Company announced that Morgan Lekstrom, the Company’s Co-Founder and Chairman of the Board, has been named Executive Chairman and will join the Company’s executive leadership team.
The Company has not, as of the date of this report, made a determination regarding any material changes to Mr. Lekstrom’s compensation arrangements in connection with his appointment as Executive Chairman. The Company will file an amendment to this Current Report on Form 8-K within four business days after such information is determined or becomes available, if required.
Item 8.01 Other Events
On February 9, 2026, the Company issued a press release announcing (i) the appointment of Morgan Lekstrom as Executive Chairman and (ii) the completed repayment of the Debentures and the cancellation of the SEPA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additionally, on February 13, 2026, the Company filed a prospectus supplement to register for resale 2,443,750 shares of its common stock that were previously issued to Terra Capital Natural Resources Fund Pty Ltd. on December 11, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 99.1 | Press Release, dated February 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: | February 13, 2026 | By: | /s/ Karl Henry McPhie | |
| Name: | Karl Henry McPhie | |||
| Title: | Chief Executive Officer |