Hyperscale Data (NYSE: GPUS) ends ATM after $24.7M stock sales
Rhea-AI Filing Summary
Hyperscale Data, Inc. has elected to terminate its at-the-market stock offering program. The company sold approximately 137.6 million shares of Class A common stock through the ATM, raising about $24.7 million in gross proceeds, or roughly $0.1793 per share.
The termination process was initiated on May 27, 2026 and becomes effective on June 8, 2026, after which there will be no further sales or obligations under the ATM. Separately, the company highlights its planned second-quarter 2027 divestiture of Ault Capital Group via an exchange of 1,000,000 shares of Series F Exchangeable Preferred Stock.
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8-K Event Classification
Key Figures
Key Terms
At-the-Market financial
Cumulative Redeemable Perpetual Preferred Stock financial
Series F Exchangeable Preferred Stock financial
Divestiture financial
forward-looking statements regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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 1.02 | Termination of a Material Agreement |
On May 27, 2026, Hyperscale Data, Inc. (the “Company”) provided written notice to Spartan Capital Securities, LLC, as lead sales agent (the “Agent”) of its election to terminate the amended and restated At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”), dated January 16, 2026, by and among the Company, the Agent and Wilson-Davis & Co., Inc., as an additional sales agent, with regards to sales of the Company’s class A common stock, par value $0.001 per share (the “Common Stock”) under the Agreement. The Company had sold approximately 137.6 million shares of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately $0.1793 per share, under the ATM. The termination is effective as of June 8, 2026.
| Item 7.01 | Regulation FD Disclosure |
On May 28, 2026, the Company issued a press release announcing the termination of the ATM. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press release regarding the termination of the ATM, issued by the Company on May 28, 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). |
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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: May 28, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
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Exhibit 99.1
Hyperscale Data Announces Termination of the Sales Agreement Providing for Its ATM Offering
LAS VEGAS--(PR NEWSWIRE) – May 28, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that it has terminated the amended and restated At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”), dated January 16, 2026, by and among the Company, Spartan Capital Securities, LLC, as lead sales agent (the “Agent”) and Wilson-Davis & Co., Inc., as an additional sales agent, with regards to sales of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) under the Agreement. The Company has sold approximately 137.6 million shares of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately $0.1793 per share, pursuant to the ATM.
The Company initiated the 10-day termination process of the ATM with the Agent on May 27, 2026, with the official termination to take effect on June 8, 2026. However, the Company will not engage in further sales of its Common Stock under the ATM. Upon termination, the Company will have no further obligations related to the ATM.
The Company may evaluate capital markets options in the future as appropriate and in the best interests of the Company and its stockholders.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of shares of the Common Stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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, 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