Hyperscale Data Inc. SEC Filings

Hyperscale Data, Inc. has filed a shelf registration statement on Form S-3 to offer and sell, from time to time, various securities with an aggregate initial offering price of up to $1,000,000,000. The shelf covers common stock, preferred stock, debt securities, warrants, rights and units, which may be issued in one or more offerings, with detailed terms to be set in future prospectus supplements.

The company’s common stock trades on the NYSE American under the symbol GPUS, with a last reported sale price of $0.2796 on November 14, 2025. Hyperscale Data operates as a holding company focused on data centers, Bitcoin mining and high‑performance computing and AI hosting, while also actively using preferred stock, convertible notes and at‑the‑market equity programs to raise capital and restructure obligations.

Hyperscale Data, Inc. (GPUS) reported Q3 2025 revenue of $24.3 million, down from $31.1 million a year earlier, as crane operations, crypto mining, and lending and trading activities generated lower sales. Gross profit was $6.3 million versus $8.5 million in Q3 2024, while operating expenses fell sharply, reducing the operating loss to $14.1 million from $24.6 million.

After interest and other items, net loss available to common stockholders was $15.3 million, improving from a $26.9 million loss in the prior-year quarter. For the first nine months of 2025, revenue was $75.2 million versus $87.2 million and net loss available to common stockholders was $42.7 million versus $59.7 million.

On the balance sheet, total assets rose to $242.4 million and total liabilities declined to $184.7 million as of September 30, 2025. Total stockholders’ equity increased to $57.7 million from $2.1 million at December 31, 2024, driven by new Class A share issuances, debt conversions, and preferred capital, partially offset by continued losses and preferred dividends.

Hyperscale Data, Inc. (GPUS) filed a Form 12b-25 (NT 10‑Q), notifying a late filing for the quarter ended September 30, 2025, citing that compiling, disseminating and reviewing required information would have required unreasonable effort or expense.

The company anticipates a significant change in results: revenue was approximately $75 million for the nine months ended September 30, 2025, down 14% from $87 million a year earlier. Loss from operations was approximately $31 million versus a $48 million loss in the prior-year period, and estimated net loss available to common stockholders was approximately $43 million versus $60 million.

Segment details: digital assets mining revenue decreased by approximately $9 million, primarily due to the April 2024 Bitcoin halving. Lending and trading revenue was approximately $2 million versus $5 million. Circle 8 Crane Services contributed approximately $35 million (down 5% from $37 million). Hotel and real estate revenue was approximately $15 million (up 7% from $14 million). Operating expenses decreased to approximately $58 million from $71 million, driven by lower impairments (about $20 million), general and administrative (about $4 million) and R&D (about $3 million), partially offset by higher selling and marketing (about $3 million). The company indicated all other required periodic reports were filed.

Hyperscale Data, Inc. (GPUS) filed a preliminary proxy for a virtual-only special meeting seeking stockholder approval for several capital and governance actions. The Board asks authority to implement a reverse stock split of Class A common stock at a ratio between 1-for-2 and 1-for-5, primarily to support NYSE American listing compliance, with cash paid in lieu of fractional shares.

The company also proposes increasing authorized Class A shares from 500,000,000 to 1,000,000,000. A key item seeks approval under NYSE American Rules 713(a) and (b) for the issuance and potential conversion of up to 100,000 shares of Series H Preferred Stock to Ault & Company for up to $100,000,000 in cash. Series H carries a 9.5% cumulative dividend, a conversion price equal to the greater of $0.10 or 105% VWAP-based measures (subject to a $0.72 voting floor), participation rights, and certain financing restrictions; 12.5% of gross proceeds would be reserved for at least nine months.

Additional proposals seek approval of option grants to directors and executives at an exercise price of $0.72 per share, and authority to adjourn the meeting if needed. The Board unanimously recommends voting “FOR” all proposals.

Hyperscale Data, Inc. amended its July 2025 Securities Purchase Agreement with Ault & Company covering up to 100,000 shares of Series H convertible preferred stock for a total purchase price of up to $100,000,000.

The amendment resets the timing for each closing to the later of December 31, 2027 or one year after the Company completes the requisite actions to enable issuance of common stock to all holders of instruments convertible into common stock, including the Series H. The Purchaser may extend this outside date, defined as the “Termination Date,” by an additional 90 days with notice. The full amendment is filed as Exhibit 10.1.

Hyperscale Data, Inc. (GPUS) filed an 8-K announcing estimated balance sheet metrics and liquidity details. The company furnished a press release with estimated total assets and net assets, including per‑share figures for its Class A common stock, as of October 31, 2025.

The release also reported an estimated value of the company’s cash and Bitcoin holdings of $122 million as of October 31, 2025. The press release is included as Exhibit 99.1.

The information was furnished under Regulation FD and, per the filing’s instruction, is not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference except as specifically stated.

Hyperscale Data, Inc. filed a prospectus supplement for an at‑the‑market program covering up to $125 million of Class A Common Stock.

Between August 29, 2025 and November 4, 2025, the company sold 255,490,454 shares of Class A Common Stock for aggregate gross proceeds of approximately $125 million. Effective November 4, 2025, the company halted all future offers and sales under the Sales Agreement.

Hyperscale Data, Inc. (GPUS) reported recent equity issuances tied to conversions. Between October 10–27, the company issued 10 Class A shares upon conversion of an equal number of Class B shares. Between October 24–28, it issued 7,500,000 Class A shares upon conversion of 3,000 shares of Series B Convertible Preferred Stock. On October 28, it issued 2,500,000 Class A shares upon conversion of $1,000,000 of principal and accrued interest under a convertible note.

The shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act. As of October 30, 2025, Class A shares outstanding were 323,826,710. These transactions consolidate more securities into Class A common stock, with the note conversion turning principal and accrued interest into equity.

Hyperscale Data, Inc. announced cash dividends on its preferred shares. Holders of the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock will receive $0.2708333 per share, and holders of the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock will receive $0.20833 per share.

The record date for both dividends is October 31, 2025, with a payment date of November 10, 2025. These are routine preferred dividends paid in cash to the respective series’ holders as disclosed in a press release furnished as Exhibit 99.1.