GoPro has issued a $20 million convertible debenture to YA II PN, Ltd., or Yorkville, completing the third closing under a previously announced securities purchase agreement that provided for up to $50 million of convertible debentures.
The financing was disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission on September 8, 2026.
GoPro originally entered into the securities purchase agreement with Yorkville on February 27, 2026.
Under that agreement, the company was authorized to issue and sell convertible debentures with an aggregate principal amount of up to $50 million. Yorkville purchased $25 million of convertible debentures when the agreement was initially signed.
The newly issued $20 million debenture represents the third closing, and GoPro said no additional convertible debentures will be issuable under the purchase agreement. Yorkville also agreed to waive certain conditions relating to the third closing and accepted amendments to the newly issued debentures.
The convertible debentures generally do not bear interest unless specified events occur.
If certain interest rate adjustment events occur, the notes will carry an annual interest rate of 5% until the applicable event is no longer continuing.
The interest rate increases to 18% annually if GoPro issues conversion shares reaching a specified capped level during the first six months or if an event of default occurs and remains uncured.
The debentures mature on August 26, 2027, and were issued with a 3% original issue discount.
Yorkville can elect to convert the debentures into shares of GoPro’s Class A common stock.
The conversion price is the lower of $1.35 per share or 98% of the lowest daily volume-weighted average price of GoPro shares during the five consecutive trading days immediately preceding the conversion or other determination date.
The conversion price is subject to a minimum floor of $0.1736 per share.
The amount converted includes the principal requested for conversion plus any accrued and unpaid interest through the conversion date.
The agreement also generally prevents conversions that would result in Yorkville and certain related parties beneficially owning more than 4.99% of GoPro’s outstanding common stock immediately following the conversion, subject to adjustments.
The convertible debenture and shares issuable upon conversion are being issued through an exemption from Securities Act registration under Section 4(a)(2). Yorkville represented that it is an accredited investor and that the securities are being acquired for investment purposes.
GoPro’s Class A common stock trades on the Nasdaq Global Select Market under the ticker GPRO.
