GoPro says 2025 and 2026 financial statements must not be relied on, citing $8.1 million warrant liability error
An 8-K filed on 16 October 2026 shows GoPro's Audit Committee concluded that financial statements covering fiscal year 2025 and the first two quarters of 2026 were materially misstated and should no longer be relied upon.
Written and published automatically by the Loro Intelligence Engine from public records. No editor reviewed this before publication.
GoPro, Inc. disclosed in an 8-K filed 16 October 2026 that its Audit Committee concluded on 9 October 2026 that its fiscal 2025 audited financial statements and unaudited statements for the quarters ended September 2025, March 2026 and June 2026 were materially misstated due to errors in warrant and convertible debenture accounting, including an $8.1 million understatement of a warrant liability t
- Filing date
- 16 October 2026 (8-K)
- Audit Committee conclusion date
- 9 October 2026
- Warrant liability understatement
- $8.1 million at 4 August 2025
- Periods affected
- FY2025, Q3 2025, Q1 2026, Q2 2026
- Trigger for discovery
- Proxy preparation for merger agreement dated 1 September 2026 with Action Acquisitions LLC and Starman Optical, Inc.
GoPro, Inc. said in the 8-K filed on 16 October 2026 that its Audit Committee, in consultation with management, concluded on 9 October 2026 that the company's audited financial statements for the fiscal year ended 31 December 2025, its unaudited statements for the quarter ended 30 September 2025, and its unaudited statements for the quarters ended 31 March 2026 and 30 June 2026 were materially misstated and should no longer be relied upon.
The filing states the errors were identified while preparing a proxy statement related to the merger agreement dated 1 September 2026 among GoPro, Action Acquisitions LLC and Starman Optical, Inc., and while finalising financial records for the quarter ended 30 September 2026.
According to the filing, the errors relate to the accounting for warrants issued to Mateo Financing, LLC on 4 August 2025, including their initial measurement, subsequent fair-value remeasurement, a 5 November 2025 repricing tied to an amendment of the 2025 Credit Agreement, and related debt discount amortisation. The company said Black-Scholes valuations of the warrants incorrectly used an expected term shorter than the remaining contractual term through 1 August 2035 and incorrectly included an illiquidity discount, which understated the warrant liability and overstated long-term debt by $8.1 million at initial measurement on 4 August 2025.
A separate error, the filing says, concerns convertible debentures issued in 2026 under a Securities Purchase Agreement with YA II PN, Ltd. GoPro said it used the fair value of the convertible debenture itself as the fair value of the embedded conversion derivative, rather than applying a with-and-without valuation approach, which incorrectly affected amounts allocated to the embedded derivative and debt host at issuance and related debt discount and interest expense.
The filing states these errors do not affect revenue, gross margin, operating loss, cash, operating cash flows, EBITDA or non-GAAP operating income in any restated period, and that net cash used in operating activities remains unchanged because corrections to net loss are offset by adjustments elsewhere in the cash flow reconciliation. GoPro said it plans to file a 2025 10-K/A covering the restated 2025 and third-quarter 2025 statements, along with a Q1 2026 10-Q/A and Q2 2026 10-Q/A, as soon as reasonably practicable. The filing does not state a date by which these amendments will be filed.
Primary sources
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