GoPro Issues $20M Convertible Debenture to Yorkville at Deep Discount
GPRO has more than doubled off its 52-week low of $0.57 on elevated volume (9.9× avg).
Summary
GoPro issued a $20 million convertible debenture to Yorkville with a variable conversion price as low as $0.1736, completing the final tranche of a $50 million financing facility.
Key Events · Financing and Capital Events · GPRO
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$20M Convertible Debenture Issued
On September 8, 2026, GoPro issued a $20 million convertible debenture to YA II PN, Ltd. (Yorkville), completing the Third Closing under the February 27, 2026 Purchase Agreement. No additional debentures remain issuable under the agreement.
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Variable Conversion Price Structure
The conversion price is the lower of $1.35 per share or 98% of the lowest daily VWAP over the five trading days before conversion, with a floor of $0.1736. This allows Yorkville to convert at a discount to market, creating potential dilution pressure.
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Interest and Maturity Terms
The debenture matures August 26, 2027, carries a 3% original issue discount, and bears 0% interest unless adjustment events trigger 5% or 18% rates. An optional redemption premium of 7% applies.
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Conversion Limits
Yorkville cannot convert if it would own more than 4.99% of outstanding shares, and total conversions are capped at 32,794,274 shares under Nasdaq exchange rules unless shareholder approval is obtained.
Analysis · GPRO · Industrial Applications And Services
On September 8, 2026, GoPro closed a $20 million convertible debenture with Yorkville, the third and final tranche under a February 2026 purchase agreement. The conversion price is set at the lower of $1.35 or 98% of the lowest VWAP over the prior five trading days, with a floor of $0.1736 — a structure that lets Yorkville convert at a discount to market and sell into any strength. Against a backdrop of a going-concern warning, a Nasdaq delisting notice, and a pending $285 million acquisition by Starman Optical, this financing adds another layer of dilution risk and signals continued cash pressure. The 4.99% ownership blocker and 32.8 million share exchange cap limit immediate conversion, but the variable pricing mechanism means the effective dilution could be substantial if the stock stays weak.
How filings like this one have moved
In the 30 days to Sep 9, 2026, 36.4% of the 1919 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, GPRO was trading at $1.77 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $318.1M. The 52-week trading range was $0.57 to $3.05. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.