Hyperscale Data Announces "At-the-Market" Offering of Preferred Stock
Rhea-AI Summary
Hyperscale Data (NYSE: GPUS) established an at-the-market offering to sell shares of its 13% Series D cumulative redeemable perpetual preferred stock for aggregate gross proceeds up to approximately $35.4 million.
The company said it intends to use a majority of net proceeds to acquire Bitcoin and potentially purchase precious metals, with a smaller portion for working capital, debt repayment or general corporate purposes. Sales will be conducted through Wilson-Davis & Co. as sales agent under an effective shelf registration.
Positive
- At-the-market offering program up to $35.4 million
- Proceeds primarily intended to acquire Bitcoin and purchase precious metals
- Uses agent Wilson-Davis for market execution under shelf registration
Negative
- 13% dividend rate on Preferred Stock increases financing cost
- Issuance may cause shareholder dilution depending on sales volume
- Management has broad discretion over timing and application of proceeds
Market Reaction
Following this news, GPUS has declined 13.99%, reflecting a significant negative market reaction. Our momentum scanner has triggered 2 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $0.17. This price movement has removed approximately $11M from the company's valuation.
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Key Figures
Market Reality Check
Peers on Argus
GPUS was down 1.76% while peers showed mixed moves (e.g., MNTS +5.94%, KITT -6.1%, SIDU +5.34%), suggesting stock-specific factors rather than a unified sector move.
Previous Offering Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 19 | ATM common stock | Negative | +1.3% | Announced up to $50M at-the-market common stock program under shelf. |
| Aug 29 | ATM common stock | Negative | -22.4% | Established up to $125M ATM common stock program to fund Bitcoin and data center. |
Past "offering" headlines have produced mixed reactions, with one sharp selloff and one modest gain, and an average move of -10.58%.
Recent history shows Hyperscale Data repeatedly using at-the-market equity programs. On Aug 29, 2025, it launched an ATM for up to $125 million of common stock, followed by another ATM for up to $50 million on Dec 19, 2025. Both were aimed at funding Bitcoin accumulation and data center development. Those offerings produced uneven price reactions, including a -22.42% move after the larger program, framing today’s preferred-stock ATM as a continuation of this financing pattern.
Historical Comparison
In the past year, GPUS announced 2 at-the-market common stock offerings tagged as "offering," with an average next-day move of -10.58%. This new preferred-stock ATM extends that same financing playbook.
Financing has progressed from ATMs in common stock toward an additional ATM focused on Series D preferred shares.
Regulatory & Risk Context
An active S-3 shelf dated Dec 31, 2025 registers up to 43,011,836 Class A shares for resale upon conversion of JGB-held notes with $12,768,000 principal at 12.5% interest. The new Series D preferred ATM is being conducted under an effective shelf registration statement noted in the press release.
Market Pulse Summary
The stock is dropping -14.0% following this news. A negative reaction despite structured financing fits the mixed history of GPUS capital raises, where past "offering" headlines averaged -10.58%. The ability to sell up to $35.4 million of 13% preferred shares under an at-the-market program adds potential dilution and higher-cost capital, which could pressure sentiment, especially given existing shelf-registered securities and the company’s ongoing use of equity-linked financing.
Key Terms
at-the-market financial
cumulative redeemable perpetual preferred stock financial
shelf registration statement regulatory
prospectus supplement regulatory
EDGAR regulatory
AI-generated analysis. Not financial advice.
Pursuant to a sales agreement with the Agent, sales of shares of the Company's Preferred 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 potentially to purchase precious metals, including gold, silver and/or copper. 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 Preferred 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 Preferred 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
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, Inc., 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 fourth 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,
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 the size and type of Hyperscale Data's offering announced on February 13, 2026 (GPUS)?
How does Hyperscale Data (GPUS) plan to use proceeds from the $35.4 million offering?
Who will sell Hyperscale Data's (GPUS) preferred shares and where will they trade?
What are key investor considerations about Hyperscale Data's (GPUS) preferred stock offering?
Is registration in place for Hyperscale Data's (GPUS) Series D preferred stock offering?
