Hyperscale Data (NYSE: GPUS) converts preferred shares into 9.5M+ Class A

Rhea-AI Filing Summary

Hyperscale Data, Inc. reported that between September 18 and September 26, 2025, it issued 9,512,105 shares of its Class A common stock upon conversion of approximately 3,804.84 shares of Series B Convertible Preferred Stock. On September 22, 2025, it also issued one share of Class A common stock upon conversion of an equal number of shares of Class B common stock. The Class A shares were issued in a private transaction relying on the Section 4(a)(2) exemption from registration under the Securities Act of 1933. As of September 26, 2025, the company had 109,215,633 shares of Class A common stock outstanding.

Insights

Equity Capital Structure Analyst

Hyperscale Data discloses preferred and Class B conversions into over 9.5 million Class A shares.

The company issued 9,512,105 Class A common shares between September 18 and September 26, 2025 upon conversion of approximately 3,804.84 Series B Convertible Preferred shares, plus one Class A share from the conversion of one Class B share on September 22, 2025. These are conversions of existing securities into Class A rather than a new cash equity raise, and were conducted under a Section 4(a)(2) private offering exemption.

As of September 26, 2025, Class A common stock outstanding was 109,215,633 shares. This provides investors with an updated view of the company’s equity base and the extent to which preferred and Class B equity have transitioned into the primary traded Class A shares. Actual effects on existing holders depend on when and how these converted shares enter the public float.

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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): September 29, 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:

¨     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. ¨

Item 3.02 Unregistered Sales of Equity Securities.

Between September 18, 2025 and September 26, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 9,512,105 shares of its Class A common stock (“Class A Common Stock”) upon conversion of approximately 3,804.84 shares of Series B Convertible Preferred Stock. On September 22, 2025, the Company issued one share of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. 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 September 26, 2025, the Company had 109,215,633 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).

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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: September 29, 2025	/s/ Henry Nisser
	Henry Nisser
	President and General Counsel

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FAQ

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

Hyperscale Data, Inc. disclosed that it issued 9,512,105 shares of Class A common stock between September 18 and September 26, 2025 from conversions of Series B Convertible Preferred Stock, plus one share from the conversion of a Class B share.

How many Hyperscale Data Class A shares are now outstanding?

As of September 26, 2025, Hyperscale Data, Inc. had 109,215,633 shares of Class A common stock outstanding.

What securities were converted into Hyperscale Data Class A common stock?

Approximately 3,804.84 shares of Series B Convertible Preferred Stock were converted into 9,512,105 Class A shares, and on September 22, 2025, one Class B common share was converted into one Class A share.

Was the new Hyperscale Data Class A stock issuance registered with the SEC?

No. The Class A common stock issued in these conversions was offered and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

Does this 8-K indicate any cash proceeds for Hyperscale Data (GPUS)?

The disclosure describes conversions of preferred and Class B shares into Class A common stock, indicating a change in the equity mix rather than a stated cash capital raise.

What classes of Hyperscale Data stock are listed on NYSE American?

The filing lists Class A Common Stock, $0.001 par value (symbol GPUS) and 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (symbol GPUS PD) as registered on NYSE American.