GoPro, Inc. has entered into a definitive agreement to issue a convertible debenture to Yorkville Advisors II, L.P. (d/b/a YA II PN, Ltd.). The transaction, valued at $20,000,000 in aggregate principal amount, was executed on September 8, 2026.
This issuance represents the third closing of a previously announced securities purchase agreement dated February 27, 2026. Under the terms of the original agreement, the maximum aggregate principal amount of convertible debentures was capped at $50,000,000. Yorkville has now purchased the full amount of the third tranche, and no further debentures are available for issuance under this agreement.
The newly issued debentures will mature on August 26, 2027. The notes were sold at an original issue discount of 3.00%. Interest on the debentures is contingent upon specific events; it will accrue at an annual rate of 5.00% if certain interest rate adjustments occur, or at 18.00% if the Company issues Conversion Shares that reach a capped level within the first six months or an event of default remains uncured.
The conversion terms stipulate a price equal to the lower of $1.35 or 98% of the lowest daily volume-weighted average price of GoPro’s Class A common stock over a five-day period immediately preceding the conversion. The conversion price is subject to a floor of $0.1736 per share. Holders are prohibited from converting shares in a manner that would result in beneficial ownership exceeding 4.99% of the outstanding Common Stock.
The transaction is exempt from registration under Section 4(a)(2) of the Securities Act of 1933. Yorkville represented to the Company that it is an accredited investor and that the securities are being acquired for investment purposes.
