UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.02 | Termination of a Material Definitive Agreement. |
On January 22, 2026, Streamex Corp. delivered a notice terminating the Standby Equity Purchase Agreement (the “SEPA”), dated July 7, 2025, with YA II PN, Ltd. (“Yorkville”), effective five trading days after the notice date. The Company has not sold any securities under the SEPA.
| Item 7.01 | Regulation FD Disclosure. |
On January 23, 2026, the Company issued a press release disclosing the termination of the SEPA and the repayment of the Debentures (as defined below). A copy of the press release is furnished as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
On January 22, 2026, the Company delivered an irrevocable optional prepayment notice with respect to its secured convertible debentures issued to Yorkville dated November 4, 2025, and December 17, 2025 (original aggregate principal amount $50,000,000) (collectively, the “Debentures”). Under the Debentures, the holder has ten trading days from the notice date to elect conversion; on the eleventh trading day, any remaining amount is required to be prepaid at an amount equal to principal, a 10% prepayment premium, and accrued interest. Upon payment in full, related security interests will be released. As disclosed in the notice, if conversions are not effected before the prepayment date, the Company may liquidate allocated vaulted gold bullion credited to a pledged account to fund the prepayment.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 22, 2026 (furnished herewith) |
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: | January 27, 2026 | By: | /s/ Karl Henry McPhie |
| Name: | Karl Henry McPhie | ||
| Title: | Chief Executive Officer |