Hyperscale Data (NYSE: GPUS) adds agent to $50M ATM program sales

Rhea-AI Filing Summary

Hyperscale Data, Inc. filed an amended current report to update investors on changes to its at-the-market stock sale program. The company previously entered into an At-the-Market Issuance Sales Agreement with Spartan Capital Securities, LLC to sell up to $50,000,000 of Class A common stock from time to time under a shelf registration. As of January 16, 2026, Hyperscale Data has replaced that arrangement with an Amended and Restated At-the-Market Sales Agreement that adds Wilson-Davis & Co., Inc. as an additional sales agent, so the at-the-market offering can now be conducted by both agents acting together, with certain rights preserved for Spartan.

true This Current Report on Form 8-K/A (this "Amendment No. 1") amends the Current Report on Form 8-K (the "Original Form 8-K") filed by Hyperscale Data, Inc., a Delaware corporation (the "Company") with the Securities and Exchange Commission (the "Commission") on December 19, 2025. This Amendment No. 1 is filed solely for the purpose of disclosing that the Company added another sales agent under the sales agreement discussed below. Other than the foregoing, this Amendment No. 1 speaks as of the original date of the Original Form 8-K and does not reflect events that may have occurred subsequent to the date of the Original Form 8-K. 0000896493 0000896493 2026-01-16 2026-01-16 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2026-01-16 2026-01-16 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2026-01-16 2026-01-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): January 16, 2026

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-12711		94-1721931
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		GPUS		NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share		GPUS PD		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Hyperscale Data, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on December 19, 2025.

This Amendment No. 1 is filed solely for the purpose of disclosing that the Company added another sales agent under the sales agreement discussed below.

Other than the foregoing, this Amendment No. 1 speaks as of the original date of the Original Form 8-K and does not reflect events that may have occurred subsequent to the date of the Original Form 8-K.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 19, 2025, Hyperscale Data, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC, as sales agent (“Spartan,” or the “Agent”) to sell shares of its Class A common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On December 19, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $50,000,000 of Common Stock in the ATM Offering.

On January 16, 2026, the Company entered into an Amended and Restated At-the-Market Sales Agreement (the “A&R Sales Agreement”) with the Agent and Wilson-Davis & Co., Inc., as an additional sales agent (“WDCO” and with the Agent, the “Agents”).

Pursuant to the A&R Sales Agreement, the ATM Offering will be conducted by the Agents acting together, but with the Agent maintaining certain rights separate from those provided to WDCO.

On January 16, 2026, the Company filed amendment no. 1 to the prospectus supplement with the SEC, which was originally filed on December 19, 2025 in connection with the offer and sale of up to $50,000,000 of Common Stock in the ATM Offering.

The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-291595) filed with the SEC on November 17, 2025, and declared effective by the SEC on December 11, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Subject to the terms and conditions of the A&R Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the A&R Sales Agreement, the Agents may sell the Shares by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or Spartan may, upon written notice to the other party in accordance with the terms of the A&R Sales Agreement, suspend offers and sales of the Shares. The Company and Spartan each has the right, in its sole discretion, to terminate the A&R Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the A&R Sales Agreement.

The foregoing description of the terms of the A&R Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the A&R Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

Exhibit No.		Description
5.1		Opinion of Olshan Frome Wolosky LLP. *
10.1		At-the-Market Issuance Sales Agreement dated January 16, 2026
23.1		Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). *
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

* Previously filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HYPERSCALE DATA, INC.
Dated: January 16, 2026	/s/ Henry Nisser Henry Nisser President and General Counsel

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FAQ

What did Hyperscale Data (GPUS) change in this 8-K/A filing?

The company filed an amended current report to disclose that it entered into an Amended and Restated At-the-Market Sales Agreement, adding Wilson-Davis & Co., Inc. as an additional sales agent alongside Spartan Capital Securities, LLC.

How much stock can Hyperscale Data sell under its at-the-market offering?

The At-the-Market Issuance Sales Agreement permits the sale of Class A common stock having an aggregate offering price of up to $50,000,000 under the company’s shelf registration statement on Form S-3.

Who are the sales agents for Hyperscale Data’s $50,000,000 ATM program?

The amended arrangement designates Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc. as sales agents conducting the at-the-market offering together, with Spartan retaining certain separate rights.

Under what registration statement is Hyperscale Data’s ATM offering being made?

The offer and sale of shares in the ATM program are being made under Hyperscale Data’s effective shelf registration statement on Form S-3, Registration Statement No. 333-291595, with an accompanying base prospectus and prospectus supplement.

Can Hyperscale Data or Spartan stop sales under the at-the-market agreement?

Under the Amended and Restated At-the-Market Sales Agreement, the company or Spartan may suspend offers and sales of shares by written notice, and each of the company and Spartan has the right to terminate the agreement at any time, subject to its terms.

Does this 8-K/A itself offer or sell Hyperscale Data shares?

No. The report states it shall not constitute an offer to sell or the solicitation of an offer to buy shares, and any offers or sales must comply with applicable securities laws and registration or qualification requirements.