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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): March
19, 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. ¨
On March 18, 2026 at 9:00 a.m. Pacific Time, Hyperscale
Data, Inc. (the “Company”) convened a Special Meeting of Stockholders (the “Special Meeting”). At
that time, there were not present or represented by proxy a sufficient number of shares of the Company’s stock to constitute a quorum.
Accordingly, the Company adjourned the Special Meeting without any business being conducted. The adjourned meeting will reconvene virtually
on April 10, 2026 at 9:00 a.m. Pacific Time, to vote on the proposals described in the proxy statement filed with the Securities and Exchange
Commission (“SEC”) on March 3, 2026. The close of business on January 22, 2026 will continue to be the record date
for the determination of stockholders of the Company entitled to vote at the reconvened Special Meeting.
During the period of the adjournment, the Company
will solicit proxies from its stockholders with respect to the proposals set forth in the Company’s proxy statement. Proxies previously
submitted in respect of the Special Meeting will be voted at the adjourned meeting unless properly revoked.
No changes have been made in the proposals to
be voted on by stockholders at the Special Meeting. The Company’s proxy statement and any other materials filed by the Company with
the SEC remain unchanged and can be obtained free of charge at the SEC’s website at www.sec.gov.
| Item 9.01 | Financial Statements and 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). |
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: March 19, 2026 |
/s/ Henry Nisser |
|
| |
Henry Nisser |
| |
President and General Counsel |
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