Hyperscale Data, Inc. Announces Preliminary Results for Tender Offer
Hyperscale Data (NYSE American: GPUS) released preliminary results of its cash tender offer to repurchase Class A common stock.
Rhea-AI Summary
Hyperscale Data (NYSE American: GPUS) released preliminary results of its cash tender offer to repurchase Class A common stock. The company offered to buy up to 23,809,523 shares at $0.21 per share, for up to approximately $5.0 million.
Based on preliminary counts, about 8,854,659 shares are expected to be purchased for roughly $1.86 million, representing about 1.9% of outstanding Class A shares as of May 15, 2026. Final results will follow after guaranteed delivery settlement and depositary confirmation.
Positive
- Company expects to repurchase about 8.85 million shares for $1.86 million
- Repurchased shares represent approximately 1.9% of Class A shares outstanding
- Cash tender offers can provide liquidity to stockholders at a fixed price
Negative
- Only about $1.86 million of the up to $5.0 million offer taken up
- Final shares and total spend remain preliminary pending depositary confirmation
- Cash outlay of approximately $1.86 million reduces company cash balances
Details
News Market Reaction – GPUS
In the Jun 9 session, GPUS declined 7.82%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
- Max tender shares
- 23,809,523 shares
- Maximum Class A shares targeted in tender offer
- Tender price
- $0.21 per share
- Fixed purchase price in cash tender offer
- Max tender size
- $5.0 million
- Aggregate purchase price cap for the tender offer
- Shares validly tendered
- 8,544,831 shares
- Validly tendered and not withdrawn
- Guaranteed delivery tenders
- 309,828 shares
- Tendered via notice of guaranteed delivery
- Shares expected purchased
- 8,854,659 shares
- Preliminary shares to be accepted in tender
- Preliminary tender spend
- Approximately $1.86 million
- Aggregate purchase price for expected shares, excl. fees
- Percent of shares
- 1.9%
- Expected purchased shares as % of Class A outstanding on May 15, 2026
Historical Context
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Disclosed 704.3405 Bitcoin in treasury with value around $51.8 million.
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Subsidiary chose The Wyoming Reserve for secure silver storage and vaulting.
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Terminated ATM after selling 137.6M shares for about $24.7M gross.
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Commenced cash tender for up to $5M of Class A stock at $0.21.
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Reported 699.6865 Bitcoin with value about $53.9M and ongoing purchases.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
cash tender offer financial
notice of guaranteed delivery regulatory
depositary financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the Offer (the "Depositary"), a total of approximately 8,544,831 shares of Class A common stock were validly tendered and not validly withdrawn. Additionally, approximately 309,828 shares were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the Offer and based on the preliminary count by the Depositary, Hyperscale Data expects to accept for payment an aggregate of 8,854,659 shares of Class A common stock, at a purchase price of
The number of shares expected to be purchased in the Offer is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the one business day settlement period. The final number of shares to be purchased in the Offer will be announced following the expiration of the guaranteed delivery period and the completion by the Depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the Offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. Payment for shares will be made in cash, without interest.
Stockholders with questions about the Offer may contact Georgeson LLC, the information agent for the Offer at (877) 514-4861.
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.
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