Hyperscale Data Announces Plans for up to $33.5 Million in Tokenized Series D Preferred Stock Offering

The proposed preferred financing would add dividend obligations while primarily funding expansion of the Michigan AI data center campus.

Rhea-AI Summary

Hyperscale Data (GPUS) plans a tokenized Series D preferred stock offering with approximately $33.5 million in potential gross proceeds. The proposed offering covers up to 1,340,947 shares at an assumed $25.00 per share. Net proceeds would primarily fund development, construction and expansion of its Michigan AI data center campus.

The preferred stock carries a 13.00% annual cumulative dividend and has no stated maturity. Additional issuance would increase preferred dividend obligations and liquidation preferences, potentially reducing cash available to common shareholders. The company does not expect additional Class A common shares from issuance or ordinary conversion. Preliminary 2027 guidance projects revenue of approximately $300 million–$350 million and Adjusted EBITDA of approximately $60 million–$80 million. No token trading venue has been finalized; completion and secondary-market development remain uncertain.

6 points · 1 major

MixediHow this balance works

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Preliminary revenue guidance projects approximately $300 million to $350 million for the year ending December 31, 2027.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed offering targets approximately $33.5 million in potential gross proceeds at an assumed $25.00 per share. 1.7× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds would primarily fund Michigan AI data center development, construction and expansion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Class A common shares are not expected to increase at issuance or through ordinary conversion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Preliminary Adjusted EBITDA guidance projects approximately $60 million to $80 million for the year ending December 31, 2027.
• Minor pointSeries D dividend history includes 52 timely consecutive monthly payments since issuance in June 2022.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Up to 1,340,947 additional preferred shares would increase dividend obligations and liquidation preferences, potentially reducing common-stockholder cash flow.
• Moderate pointSeries D terms include a 13.00% annual cumulative dividend and no stated maturity.
• Minor pointToken implementation remains subject to securities laws and jurisdictional restrictions; no trading venue has been finalized.
• Minor pointTokenized securities have no assured secondary trading market.
• Minor point. Forward-looking: it has not happened yet and may not happen.Projected Adjusted EBITDA is non-GAAP, not cash available for dividends, and does not assure dividend-paying capacity.

News Explained

The proposed tokens are intended to represent interests in the existing Series D preferred stock, with its economic and legal rights preserved under a final structure; implementation details remain unsettled, so the release does not establish a completed token issuance.

Key Figures

Potential gross proceeds: Up to approximately $33.5 million Shares proposed for tokenization: Up to 1,340,947 shares Assumed offering price: $25.00 per share +4 more

Potential gross proceeds

Up to approximately $33.5 million

Proposed tokenized Series D preferred-stock offering

Shares proposed for tokenization

Up to 1,340,947 shares

Series D Preferred Stock

Assumed offering price

$25.00 per share

Proposed offering

Annual cumulative dividend

13.00%

Based on a $25.00 per-share liquidation preference

Dividend payment history

52 consecutive monthly payments

Reported timely payments on Series D Preferred Stock

Projected revenue

Approximately $300 million to $350 million

Previously announced guidance for the year ending December 31, 2027

Projected Adjusted EBITDA

Approximately $60 million to $80 million

Previously announced preliminary guidance for 2027; non-GAAP measure

Previous Offering Reports

1 past event · Latest: Feb 13

Same Type 1 event

1. Feb 13

   Preferred-stock offering

   24h Move

   -8.9%

   Announced a Series D preferred-stock ATM offering, providing a prior financing reference for the same security.

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

Key Terms

cumulative redeemable perpetual preferred stock, liquidation preference, non-gaap

3 terms

cumulative redeemable perpetual preferred stock financial

"13.00% Series D Cumulative Redeemable Perpetual Preferred Stock"

A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.

liquidation preference financial

"based on its $25.00 per-share liquidation preference"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

non-gaap financial

"Adjusted EBITDA is a non-GAAP measure"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

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Following 52 consecutive monthly Series D dividend payments, the Company plans to expand access to eligible investors through blockchain-based RWA platforms

LAS VEGAS, Oct. 14, 2026 /PRNewswire/ -- Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company ("Hyperscale Data" or the "Company"), today announced plans to tokenize up to 1,340,947 shares of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (the "Series D Preferred Stock"), representing approximately $33.5 million in potential gross proceeds at an assumed offering price of $25.00 per share.

The Company intends to use the net proceeds primarily to finance the continued development, construction and expansion of its Michigan AI data center campus, including power distribution, cooling systems, utility improvements and customer deployment infrastructure and potentially for working capital purposes.

The proposed initiative would be expected to create an additional financing channel for the Company by bringing an established, publicly traded preferred security to eligible investors through digital securities platforms in the United States and international markets.

An Established Preferred Security

The Series D Preferred Stock trades on the NYSE American under the symbol GPUS PD and carries a 13.00% annual cumulative dividend based on its $25.00 per-share liquidation preference, equivalent to $3.25 annually or approximately $0.2708333 monthly per share. The Company has reported 52 timely consecutive monthly dividend payments since the security was first issued in June 2022. Dividends are payable when declared by the Board of Directors, and historical payments do not guarantee future dividends. The security is perpetual and has no stated maturity.

The Company expects the tokens to represent interests in the underlying Series D Preferred Stock, with its economic and legal rights preserved under the final structure. Implementation would be pursued through appropriate securities-market participants, technology providers, custody arrangements and transfer infrastructure, subject to applicable securities laws and jurisdictional restrictions. No specific exchange, trading venue or international listing arrangement has been finalized.

Financing Structure and Common Share Considerations

The contemplated offering would issue Series D Preferred Stock rather than Class A common stock. Because the Series D Preferred Stock is not convertible into Class A common stock except in extremely limited and exceptional circumstances, the Company does not expect this financing to result in additional Class A common shares at issuance or through ordinary conversion thereafter. This statement relates solely to the contemplated offering and does not preclude future issuances of Class A common stock in other financings or transactions.

Additional preferred stock would increase the Company's preferred dividend obligations and liquidation preferences and could reduce cash flow available to the Company and its common stockholders. Management intends to evaluate those obligations against anticipated operating cash flow, existing commitments and capital expenditure requirements.

William B. Horne, Chief Executive Officer of Hyperscale Data, stated, "Our priority is to secure capital that advances the Michigan campus and supports its long-term development. Tokenization could broaden the investor audience for our established preferred security and add a financing channel as we build our AI infrastructure business. We intend to evaluate this approach with careful attention to its cost, our liquidity needs and the interests of our stockholders."

Financial Outlook Supports Evaluation of Series D Financing

Hyperscale Data previously announced consolidated financial guidance for the year ending December 31, 2027, projecting revenue of approximately $300 million to $350 million and Adjusted EBITDA of approximately $60 million to $80 million.

Management believes its Adjusted EBITDA outlook supports evaluating additional Series D Preferred Stock financing, as anticipated growth in operating profitability could help sustain the associated preferred dividend obligations while funding long-term infrastructure investment. In assessing the amount and timing of any financing, the Company intends to consider expected cash generation, existing obligations, liquidity needs and capital expenditure requirements. The guidance is preliminary and reflects management's expectations regarding future business performance. Adjusted EBITDA is a non-GAAP measure and does not represent cash flow available for preferred dividend payments or assure the Company's ability to pay those dividends.

The Company cannot provide a quantitative reconciliation of its projected Adjusted EBITDA to the most directly comparable measure calculated under GAAP, which in this case would be net income or loss, because certain components required to calculate net income or loss cannot presently be reasonably estimated without unreasonable effort. These components include future interest expense, income taxes, depreciation and amortization, stock-based compensation, impairment charges, acquisition-related expenses and changes in the fair value of financial instruments. These items are likely to be material to the Company's future GAAP results.

The Company intends to provide further updates on the timing, structure, implementation and distribution arrangements for the proposed offering. There can be no assurance that the offering will be completed, that the full contemplated amount will be raised or that a secondary trading market for the tokenized securities will develop.

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 Sentinum, Inc., Hyperscale Data owns and operates a data center at which it offers colocation and hosting services for the emerging AI ecosystems and other industries. Another of Hyperscale Data's wholly owned subsidiaries, Ault Capital Group, Inc. ("ACG"), is a hybrid private equity firm and operating company that acquires, finances, builds and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.

Hyperscale Data currently expects the divestiture of ACG (the "Divestiture") to occur in 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 and the third wholly owned subsidiary of the Company, Omnipresent Robotics, LLC. 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" 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

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

How much would Hyperscale Data raise through its tokenized Series D preferred offering?

Hyperscale Data plans approximately $33.5 million in potential gross proceeds from up to 1,340,947 Series D preferred shares at an assumed offering price of $25.00 per share. The offering is proposed, and neither completion nor raising the full contemplated amount is assured.

What dividend does Hyperscale Data's Series D preferred stock pay?

Series D preferred stock carries a 13.00% annual cumulative dividend based on its $25.00 per-share liquidation preference, equivalent to $3.25 annually or approximately $0.2708333 monthly per share. Dividends are payable when declared by the board; historical payments do not guarantee future dividends.

What rights would Hyperscale Data's Series D tokens represent?

Hyperscale Data expects the tokens to represent interests in the underlying Series D preferred stock, with economic and legal rights preserved under the final structure. Implementation would involve securities-market participants, technology providers, custody arrangements and transfer infrastructure.