Hyperscale Data Announces Intent to Launch Tender Offer to Acquire Up to $5,000,000 of Outstanding Shares at $0.21 Per Share

Hyperscale Data (NYSE American: GPUS) plans to commence a cash tender offer to buy up to $5,000,000 of Class A common shares at $0.21 per share, following its Q1 2026 Form 10-Q filing and required approvals.

Rhea-AI Summary

Hyperscale Data (NYSE American: GPUS) plans to commence a cash tender offer to buy up to $5,000,000 of Class A common shares at $0.21 per share, following its Q1 2026 Form 10-Q filing and required approvals.

According to management, estimated net book value per share on March 31, 2026 was $0.26, based on stockholders' equity of $96,993,000 and 370,193,806 shares outstanding. The offer would be funded from existing cash, and management highlights combined cash, restricted cash and Bitcoin holdings recently approaching $100 million.

Positive

• Planned tender offer to repurchase up to $5,000,000 of common shares
• Offer price of $0.21 per share versus estimated $0.26 net book value
• Repurchase to be funded entirely from existing cash on hand
• Management reports cash, restricted cash and Bitcoin recently near $100 million

Negative

• Company may deploy up to $5,000,000 of cash for the tender offer
• Tender offer is only contemplated and remains subject to board and regulatory approval

Argus May 15 session

+16.80% close to close Open Argus

Details

News Market Reaction – GPUS

In the May 15 session, GPUS gained 16.80%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +16.8% in the session following this news. A strong positive reaction aligns with m...

Analysis

The stock surged +16.8% in the session following this news. A strong positive reaction aligns with management’s emphasis on a gap between trading price and balance sheet metrics, including estimated net book value of $0.26 per share and stockholders’ equity of $96,993,000. Prior acquisition-tag news averaged a move of about 4.66%. Investors also had to weigh the existing S-3/A covering 43,011,836 potential Conversion Shares from $12,768,000 of notes when assessing sustainability.

Key Figures

Tender offer size: $5,000,000 Tender price: $0.21 per share Net book value per share: $0.26 per share +3 more

Tender offer size

$5,000,000

Maximum value of Class A shares to be purchased

Tender price

$0.21 per share

Proposed cash consideration for each Common Share

Net book value per share

$0.26 per share

Management estimate as of March 31, 2026

Stockholders’ equity

$96,993,000

Estimated equity as of March 31, 2026

Shares outstanding

370,193,806 shares

Issued and outstanding Common Stock used in net book value estimate

Cash and Bitcoin

$100 million

Combined cash, restricted cash and Bitcoin holdings recently approached this level

Previous Acquisition Reports

5 past events · Latest: May 11

Same Type 5 events

1. May 11

   Robotics acquisition plan

   24h Move

   -0.1%

   Subsidiary agreed to buy up to 143 AGIBOT robots and build robotics hub.

2. Feb 18

   Silver reserve program

   24h Move

   +2.5%

   Announced program to acquire up to 100,000 ounces of silver over time.

3. Jul 30

   XRP acquisition clarification

   24h Move

   +5.3%

   Clarified planned $10M XRP acquisitions to remain on company balance sheet.

4. Jul 28

   XRP reporting plan

   24h Move

   +6.8%

   Announced weekly reporting and up to $10M XRP accumulation strategy.

5. Jan 02

   Tender abandoned, new deal

   24h Move

   +8.8%

   Ault & Company dropped Dutch tender, pivoted to $25M preferred stock deal.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, net book value, Form 10-Q, par value, +2 more

6 terms

tender offer financial

"announced that it intends to commence a tender offer to purchase up to $5,000,000"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

net book value financial

"Management believes that the net book value per share as of March 31, 2026 was $0.26"

Net book value is the value of an asset or a business shown on the balance sheet after subtracting accumulated depreciation, amortization and any write-downs from the asset’s original cost. Investors use it as a conservative, accounting-based estimate of what would remain if assets were sold or obligations settled — like the 'used' value on a car title — helping identify whether a stock appears cheap relative to the company's recorded assets.

Form 10-Q regulatory

"following the filing of its Quarterly Report on Form 10-Q for the quarter"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

par value financial

"Class A Common Stock, $0.001 par value per share ("Common Stock")"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Offer to Purchase regulatory

"provided in the Offer to Purchase and related documents, which will be filed"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Securities and Exchange Commission regulatory

"documents, which will be filed with the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Company Moves to Address Significant Gap Between Market Value and Balance Sheet Strength

LAS VEGAS, May 15, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), today announced that it intends to commence a tender offer to purchase up to $5,000,000 of its Class A Common Stock, $0.001 par value per share ("Common Stock"), at a price of $0.21 per share.

The Company expects to formally launch the proposed offer following the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, subject to board approval, regulatory approval and customary closing conditions. The proposed offer reflects Hyperscale Data's view that its current market valuation does not accurately reflect the strength of its balance sheet, including its holdings of cash and Bitcoin. Management believes that the net book value per share as of March 31, 2026 was $0.26, and most companies' shares trade at significantly higher values than the net book value of such shares. Management estimates the foregoing net book value based on its belief that at March 31, 2026, the Company's stockholders' equity was $96,993,000 and the number of its issued and outstanding shares of Common Stock was 370,193,806.

Hyperscale Data plans to fund the proposed offer through existing cash on hand.

As previously disclosed, the Company's combined cash, restricted cash and Bitcoin holdings have recently approached $100 million, while the Company's market capitalization has remained materially below what management believes is the intrinsic value of the business and its strategic assets.

Milton "Todd" Ault III, Executive Chairman of Hyperscale Data, stated: "We believe there is a material disconnect between the intrinsic value of Hyperscale Data and where our Common Stock is currently trading. With cash, restricted cash and Bitcoin representing a substantial portion of our market capitalization, we are taking proactive steps to close that gap. This contemplated tender offer is intended to provide stockholders with an opportunity for liquidity at a premium, while allowing the Company to repurchase a percentage of its shares at what we believe is a significantly undervalued level. We believe this is a disciplined and stockholder-focused use of capital."

Details regarding the proposed offer and instructions for stockholders interested in participating will be provided in the Offer to Purchase and related documents, which will be filed with the Securities and Exchange Commission (the "SEC") and distributed to the Company stockholders.

The proposed offer will not be made to any person in any jurisdiction in which either the proposed offer, or solicitation or sale thereof, is unlawful. This press release is for informational purposes only and shall not constitute an offer to buy or sell Common Stock or any other securities. Any solicitation of offers to buy the Common Stock will only be made pursuant to an Offer to Purchase and related materials to be sent to the Company's stockholders on the commencement of the proposed offer. Company stockholders should read such materials carefully when they become available because they will contain important information, including the terms and conditions of the proposed offer. The tender offer documents will be available without charge at the SEC's website at http://www.sec.gov and will be delivered without charge to all stockholders of the Company who so request it.

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 second quarter of 2027. 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, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, 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" regarding future events and our future results. 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, except as required by law. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Hyperscale Data’s (GPUS) tender offer announced on May 15, 2026?

Hyperscale Data announced its intention to launch a cash tender offer to buy up to $5,000,000 of Class A common stock at $0.21 per share. According to Hyperscale Data, the offer is expected to follow its Q1 2026 Form 10-Q filing and required approvals.

At what price will Hyperscale Data (GPUS) buy back shares in the planned tender offer?

The planned tender offer price is $0.21 per share for Hyperscale Data’s Class A common stock. According to Hyperscale Data, the company views this as a premium liquidity opportunity for holders while repurchasing shares it believes trade below intrinsic and balance sheet value.

How many Hyperscale Data (GPUS) shares could be repurchased in the $5,000,000 tender offer?

At $0.21 per share, Hyperscale Data could repurchase up to approximately 23.8 million shares if the full $5,000,000 is used. According to Hyperscale Data, the exact number will depend on shareholder participation and the final terms when the offer commences.

How does Hyperscale Data’s (GPUS) estimated net book value compare to the tender offer price?

Management estimates net book value at $0.26 per share, higher than the proposed $0.21 tender offer price. According to Hyperscale Data, this estimate reflects stockholders' equity of $96,993,000 and 370,193,806 shares outstanding as of March 31, 2026.

How will Hyperscale Data (GPUS) fund the planned $5,000,000 tender offer?

Hyperscale Data plans to fund the contemplated tender offer using existing cash on hand. According to Hyperscale Data, its combined cash, restricted cash and Bitcoin holdings have recently approached $100 million, which management contrasts with the company’s current market capitalization.

Why is Hyperscale Data (GPUS) considering a tender offer for its shares?

Management believes there is a significant gap between Hyperscale Data’s intrinsic value and its current market price. According to Hyperscale Data, the tender offer is intended to give shareholders liquidity at a premium while repurchasing shares viewed as undervalued.