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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): April 7, 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 April 7, 2026, Hyperscale Data, Inc. (the “Company”)
issued a press release announcing its unaudited preliminary financial information for the three months ended March 31, 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 April 7, 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: April 7, 2026 |
/s/ Kenneth S. Cragun |
|
| |
Kenneth S. Cragun |
| |
Chief Financial Officer |
-3-
Exhibit 99.1
Hyperscale Data, Inc. Announces Preliminary
Q1 2026 Revenue of $43 Million to $45 Million, Reflecting Approximately 72% to 80% Year-Over-Year Growth
LAS VEGAS--(PR NEWSWIRE) – April 7, 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 consolidated revenue for the first quarter ended March 31, 2026.
The Company expects to report consolidated revenue
in the range of approximately $43 million to $45 million for the first quarter of 2026, representing an increase of approximately 72%
to 80% compared to revenue of approximately $25.0 million for the first quarter of 2025.
The anticipated increase in revenue was driven
by the Company’s Gresham Worldwide, Inc. (“Gresham”) and Ault Lending, LLC (“Ault Lending”)
subsidiaries. The current quarter includes approximately $10 million of revenue attributable to Gresham following its emergence from bankruptcy
in the fourth quarter of 2025, which was not included in the prior year comparable period. Additionally, the Company expects to generate
approximately $10 million of high-margin revenue from its Ault Lending business during the quarter, further enhancing overall profitability
and reinforcing the Company’s strategic focus on capital-efficient revenue sources.
William B. Horne, Chief Executive Officer of Hyperscale
Data, commented, “Our preliminary first quarter results reflect strong execution across our diversified platform, with meaningful
contributions from the reemergence of Gresham and continued strength in Ault Lending. We are particularly encouraged by the growth in
higher-margin revenue streams, which we believe positions us well to drive improved profitability going forward. As we continue to build
out our AI infrastructure capabilities, we expect these initiatives to become a more meaningful contributor in future periods.”
The preliminary financial results presented in
this press release are based on the Company’s current expectations and may be adjusted as part of the completion of its quarterly
financial closing procedures. The Company expects to report its full financial results for the first quarter of 2026 in May 2026. Revenues
from Ault Lending’s trading activities include net gains on equity securities, including unrealized gains and losses from market
price changes. These gains and losses have caused, and will continue to cause, significant volatility in periodic earnings relating to
such reporting segment.
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 diversified holding company pursuing growth by acquiring undervalued businesses and
disruptive technologies with a global impact.
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, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations.
In addition, ACG is actively engaged in private credit and structured finance through 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