Hyperscale Data (GPUS) halts ATM sales after raising $24.7M

Rhea-AI Filing Summary

Hyperscale Data, Inc. files a prospectus supplement for an at-the-market offering registering up to $50,000,000 of Common Stock. The supplement cancels prior supplements and notes that the company sold 137,623,885 shares for aggregate gross proceeds of approximately $24.7 million under the Sales Agreement between December 19, 2025 and May 27, 2026.

The company notified the agent on May 27, 2026 that it is terminating the Sales Agreement, with termination effective June 8, 2026, and has suspended all future offers and sales under the agreement until termination is effective.

Insights

Capital Markets Counsel

ATM program registered for up to $50,000,000; sales suspended pending termination.

The supplement restates an At-The-Market Issuance Sales Agreement amended on January 16, 2026 and registers up to $50,000,000 of Common Stock. The filing discloses actual sales of 137,623,885 shares yielding ~$24.7 million between December 19, 2025 and May 27, 2026.

Termination was notified on May 27, 2026 and is effective June 8, 2026; the supplement says offers and sales are suspended until effectiveness. Cash‑flow treatment is issuer receipts under the Sales Agreement as shown by reported gross proceeds.

Corporate Finance Analyst

Program raised ~$24.7M from cumulative ATM sales; remaining capacity is registration-level.

The company reports gross proceeds of ~$24.7 million from the ATM between 12/19/2025 and 5/27/2026. The prospectus supplement supersedes earlier supplements and maintains the registered maximum of $50,000,000.

Future issuance under this registration is suspended pending termination effective June 8, 2026. Subsequent filings may disclose whether the company will reestablish an ATM or pursue alternative capital sources.

Key Figures

Registered ATM capacity: $50,000,000 Shares sold under Sales Agreement: 137,623,885 shares Aggregate gross proceeds: $24.7 million +2 more

5 metrics

Registered ATM capacity $50,000,000 Registration cover for At‑The‑Market offering

Shares sold under Sales Agreement 137,623,885 shares Sales between <date>December 19, 2025</date> and <date>May 27, 2026</date>

Aggregate gross proceeds $24.7 million Proceeds from ATM sales through <date>May 27, 2026</date>

Sales Agreement termination effective June 8, 2026 Termination effective date per prospectus supplement

Sales Agreement notification date May 27, 2026 Date company notified the Agent it is terminating the Sales Agreement

Key Terms

At‑The‑Market Issuance Sales Agreement, prospectus supplement, aggregate gross proceeds

3 terms

At‑The‑Market Issuance Sales Agreement regulatory

"the amended and restated At‑The‑Market Issuance Sales Agreement, dated January 16, 2026"

prospectus supplement regulatory

"This prospectus supplement cancels and supersedes our prospectus supplement, dated December 19, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

aggregate gross proceeds financial

"for aggregate gross proceeds of approximately $24.7 million pursuant to the Sales Agreement"

Aggregate gross proceeds are the total amount of money a company expects to receive from a securities offering or financing before any fees, expenses or deductions are taken out. For investors, this number shows the scale of new capital entering the business—like the size of a fuel tank refill—and helps gauge how much cash will be available to pay debts, fund growth or dilute existing ownership.

Offering Details

ATM

Offering

Offering Type ATM

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

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Available on EDGAR 05/28/2026 - 06:55 AM Accepted by SEC EDGAR 05/28/2026 - 06:55 AM Learn about SEC filing dates

FAQ

What does the prospectus supplement for GPUS register?

It registers up to $50,000,000 of Common Stock under an amended At‑The‑Market Issuance Sales Agreement, superseding prior supplements and tying to the amended Sales Agreement dated January 16, 2026.

How many shares has Hyperscale Data sold under the Sales Agreement?

Between December 19, 2025 and May 27, 2026, the company sold 137,623,885 shares of Class A common stock for aggregate gross proceeds of approximately $24.7 million.

Has the company stopped ATM sales under the Sales Agreement?

Yes. The company notified the agent on May 27, 2026 that it is terminating the Sales Agreement, with termination effective June 8, 2026, and suspended future offers and sales until effectiveness.

Who acted as sales agent under the Sales Agreement?

The Amended Sales Agreement named Spartan Capital Securities, LLC as lead sales agent and Wilson‑Davis & Co., Inc. as an additional sales agent, per the prospectus supplement.

Did the prospectus supplement replace any earlier documents?

Yes. This prospectus supplement cancels and supersedes the supplement dated December 19, 2025 (as amended January 16, 2026) and should be read with the prospectus dated December 11, 2025.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291595

AMENDMENT NO. 2

(To prospectus supplement dated December 19, 2025, as
amended on January 16, 2026 and accompanying prospectus
dated December 11, 2025)

Up to $50,000,000

HYPERSCALE DATA, INC.

Shares of Common Stock

This prospectus supplement cancels and supersedes our prospectus supplement, dated December 19, 2025 as amended on January 16, 2026, related to the amended and restated At-The-Market Issuance Sales Agreement, dated January 16, 2026 (the “Sales Agreement”), with Spartan Capital Securities, LLC, as lead sales agent (the “Agent”) and Wilson-Davis & Co., Inc., as an additional sales agent, as previously disclosed in our Form 8-K filed with the Securities and Exchange Commission on January 16, 2026, and should be read together with the accompanying prospectus dated December 11, 2025.

Between December 19, 2025, the date of the original At-The-Market Issuance Sales Agreement, which was superseded by the Sales Agreement, and May 27, 2026, we sold an aggregate of 137,623,885 shares of our class A common stock, $0.001 par value per share (“Common Stock”) for aggregate gross proceeds of approximately $24.7 million pursuant to the Sales Agreement. On May 27, 2026, we notified the Agent that we are terminating the Sales Agreement, which termination is effective as of June 8, 2026, pursuant to the terms of the Sales Agreement, and have immediately suspended all future offers and sales of our Common Stock under the Sales Agreement until such time as the termination is effective.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is May 28, 2026.