false
0000896493
false
false
false
false
0000896493
2026-07-29
2026-07-29
0000896493
GPUS:ClassCommonStock0.001ParValueMember
2026-07-29
2026-07-29
0000896493
GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember
2026-07-29
2026-07-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 29, 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:
| 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. ¨
| Item 2.02 | Results of Operations and Financial Condition. |
On July 29, 2026, Hyperscale Data, Inc. (the “Company”)
issued a press release announcing its unaudited preliminary financial information for the six months ended June 30, 2026 (the “Press
Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 2.02 and
in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished
as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange
Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such
a filing.
The Securities and Exchange Commission encourages
registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make
informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ
materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to
obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public
reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s
website for further information on its public reference room.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued on July 29, 2026. |
| |
|
|
| 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: July 29, 2026 |
/s/ Kenneth S. Cragun |
|
| |
Kenneth S. Cragun |
| |
Chief Financial Officer |
-3-
Exhibit 99.1
Hyperscale Data Announces Preliminary First
Half 2026 Revenue Growth of Approximately 57% Year over Year; Reaffirms 2026 Revenue Guidance of $180 Million to $200 Million and Provides
Preliminary 2027 Revenue Outlook Exceeding $300 Million
Management Expects to Provide Preliminary
2027 Adjusted EBITDA Guidance and Additional Financial and Operating Metrics During August 4 Conference Call
LAS VEGAS--(PR NEWSWIRE) – July 29, 2026
– Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored
by Bitcoin (“Hyperscale Data” or the “Company”), today announced preliminary unaudited financial
results for the six months ended June 30, 2026.
Based on preliminary results, the Company expects
to report consolidated revenue for the first half of 2026 or approximately $80 million, an increase of approximately 57%, compared to
approximately $51 million for the same period in 2025.
Reflecting the Company’s strong first-half
performance and current operating outlook, Hyperscale Data continues to reaffirm its previously announced 2026 revenue guidance of $180
million to $200 million. The Company is also announcing preliminary 2027 revenue outlook of more than $300 million.
The Company’s preliminary 2027 revenue guidance
reflects management’s current expectations based on existing operating assumptions, including anticipated growth across its Michigan
AI data center campus, financial services platform and blockchain initiatives. Together, these strategic businesses are expected to increase
the scale of the Company’s operations while supporting a larger base of recurring, higher-quality revenue. The outlook assumes continued
execution of the Company’s strategic initiatives while recognizing that future results remain subject to customer deployments, financing
activities, market conditions and the other factors.
The first half of 2026 represented an important
operating milestone as the Company continued strengthening and expanding its operating platform. The majority of the year-over-year revenue
growth was attributable to the reconsolidation of Gresham Worldwide, Inc.(“Gresham Worldwide”) and stronger contributions
from the Company’s financial services business, Ault Lending, LLC. These results provide a stronger financial foundation as the
Company continues executing its long-term growth strategy.
Preliminary 2027 Revenue Guidance Anticipated
to Exceed $300 Million
Management believes this preliminary revenue outlook
reflects the Company’s expanding operating platform and anticipated growth across its core strategic businesses. The Company intends
to discuss the principal assumptions supporting this outlook during its August 4, 2026 conference call.
As previously announced, Hyperscale Data will
host an investor conference call on Tuesday, August 4, 2026, during which management, including Milton “Todd” Ault III, Executive
Chairman; William B. Horne, Chief Executive Officer; Kenneth S. Cragun, Chief Financial Officer; and Jay Looney, President of Alliance
Cloud Services, LLC, the Company's indirect wholly owned subsidiary that operates the Company's data centers, will discuss the Company’s
preliminary 2027 financial outlook, the principal assumptions supporting its revenue guidance, its long-term operating strategy and capital
allocation priorities.
Management also expects to provide preliminary
2027 Adjusted EBITDA guidance, together with additional financial and operating metrics designed to provide investors with greater insight
into the Company’s operating performance, capital allocation strategy and long-term financial objectives.
Milton “Todd” Ault III, Executive
Chairman of Hyperscale Data, stated, “Our first-half results demonstrate the progress we have made strengthening Hyperscale Data’s
operating platform. Revenue growth during the period was driven primarily by the reconsolidation of Gresham Worldwide and continued momentum
within our financial services business, providing a solid foundation for our next phase of growth.
Looking ahead, we believe our Michigan AI data
center campus, financial services platform and expanding blockchain initiatives position us to deliver meaningful revenue growth while
creating opportunities to improve the quality of our earnings over time. We look forward to discussing our long-term financial outlook
in greater detail during our August 4 conference call, including our preliminary 2027 Adjusted EBITDA guidance and additional operating
metrics that we believe will provide investors with greater transparency into the Company’s expected financial performance and long-term
value creation.”
William B. Horne, Chief Executive Officer of Hyperscale
Data, added, “We believe Hyperscale Data is entering an exciting new phase of growth. Our existing operating businesses continue
to perform well while our investments in AI infrastructure and blockchain technologies position the Company to capitalize on significant
long-term opportunities. We look forward to providing investors with a deeper insight into our business model, operating performance and
long-term strategy.”
Conference Call Information
Date: Tuesday, August 4, 2026
Time: 3:30 PM Pacific / 6:30 PM Eastern
Registration Link: https://us06web.zoom.us/webinar/register/WN_RIR6rnP8QKifuXnmceyRpw
The Company currently expects to file its Quarterly
Report on Form 10-Q for the quarter ended June 30, 2026, on or about August 14, 2026.
For more information on Hyperscale Data and its
subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data’s public
filings and press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.
About Hyperscale
Data, Inc.
Through its wholly
owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation
and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault
Capital Group, Inc. (“ACG”), is a hybrid private equity firm and operating company that acquires, finances, builds
and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and
other sectors.
Hyperscale Data currently
expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2027. Upon the occurrence of the
Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder
of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned
subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software
platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged
in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data’s headquarters
are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
On December 23, 2024,
the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the “Series F
Preferred Stock”) to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture
will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock
of ACG (collectively, the “ACG Shares”). The Company reminds its stockholders that only those holders of the Series
F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which
the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of
the Divestiture.
Forward-Looking Statements
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive
in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only
as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future
events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K,
10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at hyperscaledata.com.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235