Hyperscale Data Announces "At-the-Market" Offering of Common Stock

Rhea-AI Summary

Hyperscale Data (NYSE American: GPUS) announced an "at-the-market" equity offering program to sell up to $50 million of common stock through Spartan Capital Securities as sales agent. Proceeds are intended primarily to purchase Bitcoin and to further develop the company's Michigan data facility, with a smaller portion for working capital and possible debt or equity repurchases. The shares are offered under a shelf registration that became effective Dec 11, 2025. The company said management will have broad discretion over timing and specific uses of proceeds.

Positive

• $50 million capital raising capacity
• Proceeds prioritized for Bitcoin purchases
• Proceeds targeted to develop Michigan data facility

Negative

• Potential share dilution from ATM sales
• Management has broad discretion over net proceeds
• Company cannot predict specific uses or timing of proceeds

Key Figures

ATM size $50 million Maximum aggregate gross proceeds under new at-the-market equity program

Shelf capacity $1,000,000,000 Aggregate initial offering price under Form S-3 shelf registration

Shelf effective date December 11, 2025 Shelf registration statement effectiveness for current common stock offering

Shelf file number File No. 333-291595 SEC file number referenced for the effective shelf registration

Current share price $0.2571 Pre-ATM news price, <b>97.42%</b> below 52-week high of $9.98

52-week range $0.20 – $9.98 Current price sits 28.55% above 52-week low and far below high

20-day avg volume 24,042,275 shares Baseline for comparing today’s 31,238,642 shares traded

Agent phone (212) 293-0123 Spartan Capital Securities contact for offering documents

Market Reality Check

$0.2571 Last Close

Volume Volume 31,238,642 is 30% above the 20-day average of 24,042,275 shares. normal

Technical Shares trade below the 200-day moving average of $1.68, reflecting a longer-term downtrend ahead of this ATM.

Peers on Argus 1 Up

Peers show mixed moves: SIDU up 31.52%, MNTS up 15.78%, CVU up 5%, while KITT is down 4.53%. With only 1 peer in momentum scans and no shared headlines, the ATM news in GPUS appears stock-specific, not a coordinated sector event.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 17	Preferred dividends	Positive	-2.9%	Declared monthly cash dividends on two preferred stock series.
Dec 16	Bitcoin treasury update	Positive	+4.7%	Reported $75.5M digital asset treasury at 97.5% of market cap.
Dec 15	Asset value update	Neutral	-5.2%	Estimated total and net assets per share as of Nov 30, 2025.
Dec 09	Class B share dividend	Positive	+7.2%	Announced special dividend of 20M Class B shares to existing holders.
Dec 09	Bitcoin treasury update	Positive	+7.2%	Disclosed ~$75M Bitcoin treasury and cash allocated for purchases.

Pattern Detected

Recent news with positive or capital-structure angles often saw aligned price reactions, but a preferred dividend headline drew a modest negative divergence.

Recent Company History

Over the past months, Hyperscale Data highlighted its growing Bitcoin treasury, including positions near $75–75.5 million that reached up to 97.5% of market cap, and estimated $377 million in total assets with $168 million in net assets as of Nov 30, 2025. Capital actions included a large Class B stock distribution and recurring preferred dividends. Against this backdrop of crypto-focused treasury growth and balance-sheet activity, the new ATM program adds another equity financing tool on top of recent convertible notes and preferred structures.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-17

$1,000,000,000 registered capacity

Hyperscale Data has an effective Form S-3 shelf dated Nov 17, 2025 for up to $1,000,000,000 of various securities. The new $50M ATM program draws on this capacity, enabling incremental common stock issuance over time, which can provide funding flexibility but also represents ongoing dilution potential for existing common shareholders.

Market Pulse Summary

The stock is dropping -11.7% following this news. A negative reaction despite the company’s broader Bitcoin and asset disclosures fits the prior ATM pattern, where an earlier offering saw a -22.42% move. The new $50M at-the-market program, drawn from a $1B shelf, increases potential dilution while the share price already trades well below its 200-day MA and 52-week high. Investors have previously reacted sharply to capital-raising steps layered onto an already complex capital structure.

Key Terms

at-the-market offering financial

"has established an "at-the-market" equity offering program (the "Offering")"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

shelf registration statement regulatory

"The shares of common stock described above are being offered pursuant to a shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"only by means of a prospectus, including a prospectus supplement, forming a part"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

LAS VEGAS, Dec. 19, 2025 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), announced today that it has established an "at-the-market" equity offering program (the "Offering") under which it may sell, from time to time, shares of its common stock for aggregate gross proceeds of up to $50 million. The shares of common stock will be offered through Spartan Capital Securities, LLC, which will act in its capacity as sales agent (the "Agent").

Pursuant to a sales agreement with the Agent, sales of shares of the Company's common stock may be made in transactions that are deemed to be "at-the-market" offerings, including sales made by means of ordinary brokers' transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent.

The Company intends to use a majority of the net proceeds from this offering, if any, to acquire Bitcoin and to further develop its Michigan data facility. The Company also intends to use a smaller amount of the proceeds for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. As of the date hereof, the Company cannot predict with certainty all of the particular uses for the net proceeds from this offering, if any. As a result, Hyperscale Data's management will have broad discretion regarding the timing and application of the net proceeds from this offering.

The shares of common stock described above are being offered pursuant to a shelf registration statement (File No. 333-291595), which became effective on December 11, 2025. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the Offering. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange Commission's website at www.sec.gov. Alternatively, potential investors may contact the Agent, which will arrange to send them these documents: Spartan Capital Securities, LLC, Attention: Kim Monchik, 45 Broadway, 19^th Floor, New York, NY 10006, telephone: (212) 293-0123, email: kmonchik@spartancapital.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data's public filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.

About Hyperscale Data, Inc.

Through its wholly owned subsidiary Sentinum, Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data's other wholly owned subsidiary, Ault Capital Group, Inc. ("ACG"), is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in the second quarter of 2026. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through a licensed lending subsidiary. Hyperscale Data's headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.

On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the "Series F Preferred Stock") to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the "ACG Shares"). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company's business and financial results are included in the Company's filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company's Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company's website at hyperscaledata.com.

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SOURCE Hyperscale Data Inc.

FAQ

What is Hyperscale Data's ATM offering announced Dec 19, 2025 (GPUS)?

Hyperscale Data established an at-the-market offering to sell up to $50 million of common stock via Spartan Capital as sales agent.

How will the GPUS offering proceeds be used?

The company intends to use a majority of net proceeds to acquire Bitcoin and to further develop its Michigan data facility, with a smaller portion for working capital and possible debt or stock repurchases.

What does the GPUS ATM mean for shareholders and dilution?

ATM sales increase outstanding shares when executed and can cause share dilution depending on the amount sold and market price.

When did the shelf registration for GPUS become effective?

The shelf registration (File No. 333-291595) became effective on Dec 11, 2025.

Who is the sales agent for the GPUS offering and how can investors get the prospectus?

Spartan Capital Securities is the sales agent; investors can obtain the prospectus free on www.sec.gov or by contacting Spartan Capital.

Does Hyperscale Data guarantee specific uses or timing for the ATM proceeds?

No; the company stated management has broad discretion and cannot predict all particular uses or timing.