[8-K] Hyperscale Data, Inc. Reports Material Event

Rhea-AI Filing Summary

Hyperscale Data, Inc. amended its July 2025 Securities Purchase Agreement with Ault & Company covering up to 100,000 shares of Series H convertible preferred stock for a total purchase price of up to $100,000,000.

The amendment resets the timing for each closing to the later of December 31, 2027 or one year after the Company completes the requisite actions to enable issuance of common stock to all holders of instruments convertible into common stock, including the Series H. The Purchaser may extend this outside date, defined as the “Termination Date,” by an additional 90 days with notice. The full amendment is filed as Exhibit 10.1.

Insights

Capital markets counsel

Amendment primarily defers closing timing and adds a defined outside date.

The agreement covers up to 100,000 Series H convertible preferred shares for up to $100,000,000. The amendment changes when closings can occur, tying them to completion of corporate actions needed to issue common stock upon conversion for all relevant instruments, including Series H. This aligns closing mechanics with readiness to deliver underlying common shares.

It establishes that each closing occurs on the later of December 31, 2027 or one year after those actions are completed, with a Purchaser option to extend by 90 days. Practical impact depends on the pace of those actions and holder conversions. Cash-flow treatment isn’t altered in the excerpt; the filing lists timing mechanics and exhibits.

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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):  November 7, 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 240, 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR

Certificate of Amendment to Certificate of Designations of Preferences, Rights and Limitations of Series G Convertible Preferred Stock

As previously reported on Current Report Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 1, 2025, on July 31, 2025 (the “Execution Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “July 2025 SPA”) with Ault & Company, Inc., a Delaware corporation (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser up to 100,000 shares of Series H convertible preferred stock (the “Series H Convertible Preferred Stock”), which are convertible into the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) for a total purchase price of up to $100,000,000.00.

On November 7, 2025, the Company entered into an amendment (the “Amendment”) to the July 2025 SPA with the Purchaser. Pursuant to the Amendment, Section 2.1 of the July 2025 SPA was amended to read, in pertinent part, as follows:

“Notwithstanding anything herein to the contrary, each Closing Date shall occur on the later to occur of (i) December 31, 2027, and (ii) the date that shall be one year following the date upon which the Company has completed taking the requisite action(s) to enable it to issue shares of Common Stock to each person holding instruments entitling such person to convert all of such convertible instrument, including but not limited to the Series H Preferred Stock, into shares of Common Stock provided, however, that the Purchaser may extend such Closing Date for an additional ninety (90) days, by notice to the Company (such outside date, the “Termination Date”).”

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Amendment to the Securities Purchase Agreement dated July 31, 2025.
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: November 7, 2025	/s/ Henry Nisser
	Henry Nisser President and General Counsel

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FAQ

What did GPUS change in its agreement with Ault & Company?

It amended closing timing so each closing occurs on the later of December 31, 2027 or one year after completing actions to enable common stock issuance for all convertible instruments.

How large is the Series H preferred financing for GPUS?

The agreement covers up to 100,000 shares of Series H convertible preferred stock for a total purchase price of up to $100,000,000.

Who is the counterparty in the amended GPUS agreement?

Ault & Company, Inc. is the Purchaser under the Securities Purchase Agreement.

Can the closing deadline be extended under the amendment?

Yes. The Purchaser may extend the outside date, the “Termination Date,” by an additional 90 days by notice.

What condition triggers the amended closing timing for GPUS?

Completion of requisite actions enabling the Company to issue common stock to each person holding instruments convertible into common stock, including Series H.

Where can investors find the full amendment text?

It is filed as Exhibit 10.1.