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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 22, 2026
Date of Report (Date of earliest event reported)
STREAMEX CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38659 | 26-4333375 | ||
| (State | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification Number) |
2431 Aloma Avenue, Suite 243
Winter Park, Florida 32792
(Address of principal executive offices) (Zip code)
(203) 409-5444
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | STEX | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 |
Exhibit 99.1
Streamex Corp. (NASDAQ: STEX) Announces Issuance of Prepayment Notice for Previously Announced Convertible Debenture Financing & Notice of Termination for Standby Equity Purchase Agreement
January 23, 2026
WINTER PARK, Fla., Jan. 23, 2026 (GLOBE NEWSWIRE) — Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a leader in institutional-grade tokenization of commodity assets, today announced that it has delivered an optional prepayment notice to the holder of its Secured Convertible Debentures, YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville” or “Holder”). It has also issued notice to cancel the Standby Equity Purchase Agreement (the “SEPA”) previously entered into with Yorkville.
Prepayment Notice for Secured Convertible Debentures
As previously disclosed, the Company has outstanding Secured Convertible Debentures dated November 4, 2025, and December 17, 2025, with the Holder in the aggregate principal amount of $50 million (collectively, the “Debentures”). Today, the Company issued an Optional Prepayment Notice (the “Notice”) to Holder, indicating its intention to prepay the entire outstanding Principal balance of $50 million, plus a Prepayment Premium of 10% as provided in the Debentures. Following receipt of the Notice, the Holder has ten (10) trading days to elect to convert all or any portion of the Debentures, and the Company is required to make the prepayment on the eleventh (11th) trading day after the Notice date, after giving effect to any conversions during such period.
Cancellation of Standby Equity Purchase Agreement
As previously disclosed, the Company is party to a SEPA facility with Yorkville, pursuant to which the Company had the right, but not the obligation, to issue and sell to Yorkville up to $1,000,000,000 of its Common Stock, from time to time during the 36-month commitment period under the SEPA, subject to certain terms, limitations and conditions. As provided in the SEPA, the Company has control over the timing and amount of any sales of Common Stock to the Yorkville at its discretion, and as further provided under the SEPA. The Company has not and will not utilize the SEPA.
Today as well, the Company issued a notice of termination of the SEPA.
Additional information regarding the Debentures and the SEPA is included in the Company’s Current Reports on Form 8-K filed with the SEC on July 9, 2025, August 13, 2025, October 29, 2025, November 6, 2025 and December 19, 2025.
Quote from CEO Henry McPhie
“By issuing notice to retire the convertible debenture and notice to cancel the SEPA we are excited to have a clean balance sheet going into a transformative year for Streamex,” said Henry McPhie Co-Founder and CEO of Streamex. “With the highly anticipated GLDY launch coming up and the recently completed equity raise we are in a very strong position for sustained growth.”
About Streamex Corp.
Streamex Corp. (NASDAQ: STEX) is a vertically integrated technology and infrastructure company focused on the tokenization and digitalization of real-world assets. Streamex provides institutional-grade solutions that bring traditional commodities and assets on-chain through secure, regulated, and yield-bearing financial instruments. The company is committed to delivering transparent, scalable, and compliant digital asset solutions that bridge the gap between traditional finance and blockchain-enabled markets.
For more information, visit www.streamex.com or follow the company on X (Twitter).
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond our control. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements, depending on factors including whether we will meet the closing conditions in order to obtain the second tranche USD $25 million in financing, whether we will realize the benefits of the agreement(s) described in this press release in a timely manner or at all, whether such definitive agreements will receive required regulatory approvals, and whether we will realize the anticipated benefits of the current transaction in a timely manner or at all. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in forward-looking statements, see our filings with the Securities and Exchange Commission, including the section titled “Risk Factors” in our Annual Report on Form 10-K, filed with the SEC on April 15, 2025. We assume no obligation to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law.
No Offer or Solicitation
This press release is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Streamex Press & Investor Relations:
Adele Carey
Alliance Advisors Investor Relations
acarey@allianceadvisors.com
Henry McPhie
Chief Executive Officer, Streamex Corp.
contact@streamex.com
www.streamex.com
https://x.com/streamex