Hyperscale Data (NYSE American: GPUS) sets 1-for-5 reverse split and 2027 ACG spinoff plan
Rhea-AI Filing Summary
Hyperscale Data, Inc. approved the final terms of a reverse stock split of its Class A common stock. A special committee selected a one-for-five (1:5) reverse split ratio, effective in Delaware on August 24, 2026, with split-adjusted trading on the NYSE American expected to begin on August 25, 2026 under a new CUSIP number 09175M 879.
The reverse split applies uniformly to all outstanding common shares and adjusts shares available under equity incentive plans and shares underlying options and warrants, while leaving the par value at $0.001 per share. No fractional shares will be issued; instead, affected stockholders will receive cash for fractional entitlements, with Computershare Trust Company, N.A. acting as exchange and transfer agent. The company also reiterates that it issued 1,000,000 shares of Series F Exchangeable Preferred Stock in 2024 to facilitate a planned divestiture of Ault Capital Group expected in 2027.
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Filing Explained
If the planned
8-K Event Classification
Key Figures
Key Terms
Reverse Split financial
Cumulative Redeemable Perpetual Preferred Stock financial
Series F Exchangeable Preferred Stock financial
exchange agent financial
divestiture financial
FAQ
What reverse stock split did Hyperscale Data (GPUS) approve?
When will Hyperscale Data’s (GPUS) reverse split take effect and begin trading?
Does Hyperscale Data’s reverse split change stockholders’ ownership percentage?
What is Hyperscale Data’s (GPUS) plan for the Ault Capital Group divestiture?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
On August 13, 2026, the Company issued a press release announcing a planned reverse stock split, a copy of which 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, Exhibit 99.1 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 dated August 13, 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: August 13, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
Exhibit 99.1
Hyperscale Data Announces Date and Ratio of Reverse Stock Split
LAS VEGAS - - (PR NEWSWIRE) – August 13, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data,” or the “Company”), today announces the date of effectiveness and the ratio of a forthcoming reverse stock split (the “Reverse Split”) of the Class A Common Stock (the “Common Stock”). On April 10, 2026, the Company announced, on a Current Report on Form 8-K, the voting results from the special meeting of stockholders (the “Meeting”) held that day.
At the Meeting, stockholders voted upon and approved Proposal 1, an amendment to the Company’s Certificate of Incorporation to effect a Reverse Split with a ratio of not less than one-for-two and not more than one-for-five at any time prior to March 17, 2027, with the exact ratio to be set at a whole number within this range as determined by the Company’s board of directors (the “Board”) in its sole discretion.
On August 6, 2026, the Board authorized the formation of a special committee (the “Committee”) consisting of the Corporation’s Executive Chairman, its Chief Executive Officer and its President (the “Authorized Officers”), and delegated the authority to the Committee to determine the ratio and date of the Reverse Split. On August 13, 2026, the Committee approved a one-for-five (1:5) Reverse Split of the Common Stock that will be effective in the State of Delaware on Monday, August 24, 2026. The Company anticipates that beginning with the opening of trading on Tuesday, August 25, 2026, the Company’s Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number, 09175M 879.
The Reverse Split affects all issued and outstanding shares of the Common Stock, as well as the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In addition, the Reverse Split reduces the number of shares of Common Stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the Reverse Split. The par value of the Common Stock will remain unchanged at $0.001 per share after the Reverse Split. The Reverse Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Split results in some stockholders owning a fractional share. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment.
Computershare Trust Company, N.A. (“Computershare”), is acting as the exchange agent and transfer agent for the Reverse Split. Computershare will provide instructions to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates for post-split stock certificates and receiving payment for any fractional shares.
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 www.Hyperscaledata.com or at www.sec.gov.
About Hyperscale Data, Inc.
Through its wholly owned subsidiary Sentinum, 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 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 www.hyperscaledata.com.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235
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