GPUS adds Class A shares from Series B preferred and note conversions

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Conversions added Class A shares; routine capital structure activity.

Hyperscale Data disclosed multiple conversions resulting in new Class A issuances: 10 shares from Class B, 7,500,000 from 3,000 Series B preferred, and 2,500,000 tied to converting $1,000,000 of principal and accrued interest under a note. These are standard mechanisms that move value from preferred, debt, or other classes into common stock.

The activity was executed under the Section 4(a)(2) exemption, indicating private, non-registered issuances. As of October 30, 2025, Class A shares outstanding were 323,826,710. Actual trading impact depends on holder decisions and market conditions, which are not detailed in the excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

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

___________________________________________________________________

Date of Report (Date of earliest event reported): October 31, 2025

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:

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

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

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

o     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. o

Item 3.02 Unregistered Sales of Equity Securities.

Between October 10, 2025 and October 27, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 10 shares of its Class A common stock (“Class A Common Stock”) upon conversion of an equal number of shares of Class B common stock. Between October 24, 2025 and October 28, 2025, the Company issued an aggregate of 7,500,000 shares of Class A Common Stock upon conversion of 3,000 shares of Series B Convertible Preferred Stock. On October 28, 2025, the Company issued 2,500,000 of Class A Common Stock upon conversion of $1,000,000 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

As of October 30, 2025, the Company had 323,826,710 shares of Class A Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
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).

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: October 31, 2025	/s/ Henry Nisser Henry Nisser President and General Counsel

-3-

FAQ

What did Hyperscale Data (GPUS) announce in this 8-K?

It issued Class A shares from conversions: 10 from Class B, 7,500,000 from 3,000 Series B preferred, and 2,500,000 tied to converting $1,000,000 of principal and accrued interest under a note.

How many Hyperscale Data (GPUS) Class A shares are outstanding?

Class A shares outstanding were 323,826,710 as of October 30, 2025.

Under what exemption were the Hyperscale Data (GPUS) shares issued?

The shares were issued in reliance on the Section 4(a)(2) exemption under the Securities Act of 1933.

What were the dates of the Hyperscale Data (GPUS) share conversions?

Class B to Class A conversions occurred between October 10–27, 2025; Series B preferred conversions between October 24–28, 2025; note conversion on October 28, 2025.

What amount of debt was converted to Hyperscale Data (GPUS) equity?

The company issued 2,500,000 Class A shares upon conversion of $1,000,000 of principal and accrued interest under a convertible note.

What securities classes were converted into Hyperscale Data (GPUS) Class A shares?

Conversions involved Class B common stock, Series B Convertible Preferred Stock, and a convertible note.