GoPro, Inc. (GPRO) Files Proxy; Restates Non-Cash Items, Gets Waivers

GoPro filed a preliminary proxy statement with the SEC for its merger with Starman Optical, aiming for shareholder approval. Existing shareholders may receive $285M ($1.14/share) and retain 10% of the combined company. The deal, expected to close by late 2026, will restructure ownership and reduce debt. GoPro plans to continue its consumer camera business while expanding into AI data centers and other tech sectors.

GoPro (GPRO) fell 11.6% pre-market after delaying its Q3 2026 10-Q filing, citing unfinished financial close procedures and a covenant breach. The company expects revenue of $96M (down from $163M YoY) and a gross margin of 12.7% (down from 35.1% YoY). The delay and weak results threaten its pending acquisition by Starman Optical and raise going-concern doubts.

GoPro (GPRO) stock fell 11.6% pre-market to $0.745 after missing its Q3 2026 filing deadline, breaching lender covenants, and casting doubt on its acquisition by Starman Optical. The company expects Q3 revenue of $96M (down from $163M YoY) with a gross margin of 12.7% (down from 35.1% YoY). GoPro also expressed substantial doubt about its ability to continue as a going concern. The stock faces potential delisting and merger risks, with trading focused on binary events.

GoPro delayed its Q3 earnings report due to incomplete financial close procedures. The company is seeking waivers from lenders related to a merger with Starman Optical Inc., which may be terminated if waivers are not obtained. GoPro aims to file the report as soon as possible.

GoPro, Inc. (GPRO) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 SEC FILE NUMBER 001-36514 CUSIP NUMBER 38268T1037 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ( Check One ): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For

GoPro's stock rose 8% to $1.11 after announcing an award, but the company also issued a going concern warning, signaling potential operational doubts. The micro-cap's market value is about $200 million, with volatile trading patterns.