Hyperscale Data's Share Count Doubles as Investors Convert $3.4M in Notes

Rhea-AI Filing Summary

Hyperscale Data reported significant equity conversions between June 16-20, 2025. The company issued 3,459,638 total new shares of Class A Common Stock through multiple conversions:

• 1,401,422 shares from converting 2,016.07 shares of Series B Convertible Preferred Stock
• 1,811,216 shares from converting $2,996,479 of convertible notes (Section 4(a)(2) exemption)
• 247,000 shares from converting $479,557 of convertible notes (Section 3(a)(9) exemption)

Following these conversions, the company's total Class A Common Stock outstanding reached 6,611,290 shares as of June 20, 2025. These transactions were executed under exemptions from SEC registration requirements, indicating a significant restructuring of the company's equity composition.

Positive

• Significant debt-to-equity conversion: Over $3.47M in convertible notes and preferred stock converted to common shares, strengthening the balance sheet by reducing debt obligations
• Large-scale conversion of Series B Preferred Stock (2,016 shares) to common stock simplifies the capital structure

Negative

• Substantial dilution for existing shareholders with issuance of 3.46M new common shares, representing approximately 52% increase in outstanding shares

Insights

Financial Analyst

Hyperscale Data converted major preferred stock and notes to common shares, significantly restructuring capital and potentially diluting existing shareholders.

This 8-K filing reveals a substantial transformation of Hyperscale Data's capital structure through multiple security conversions. Between June 16-20, 2025, the company issued over 3.45 million new Class A Common shares through three distinct conversion events: 1.4 million shares from Series B Convertible Preferred Stock, 1.8 million shares from convertible notes worth $3 million, and 247,000 shares from a $480,000 convertible note.

The scale of these conversions is significant. With only 6.61 million total Class A Common shares now outstanding, these recent conversions represent over half of the company's current equity base. This suggests a major realignment of the company's capital structure and ownership dynamics.

For the balance sheet, these conversions eliminate approximately $3.48 million in convertible debt obligations and over 2,000 shares of preferred stock that likely carried dividend requirements. While debt reduction strengthens financial flexibility by removing future interest payments and maturity obligations, the substantial increase in common shares dilutes existing shareholders' ownership percentage and voting power.

The concentrated timing of these conversions within just a 5-day period suggests a coordinated restructuring rather than random investor decisions. The company's use of Securities Act exemptions (Sections 4(a)(2) and 3(a)(9)) indicates these were private transactions rather than public offerings, potentially involving a limited number of investors making strategic moves.

For investors, this capital restructuring creates a simpler, more transparent equity structure by converting complex securities into straightforward common equity, though at the cost of significant dilution to previous common shareholders.

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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): June 20, 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 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:

¨     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 3.02 Unregistered Sales of Equity Securities.

Between June 16, 2025 and June 20, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 1,401,422 shares of Class A Common Stock upon conversion of approximately 2,016.07 shares of Series B Convertible Preferred Stock. Between June 16, 2025 and June 20, 2025, the Company issued an aggregate of 1,811,216 shares of Class A Common Stock upon conversion of $2,996,479 of outstanding convertible notes. The shares of Class A Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

Between June 16, 2025 and June 17, 2025, the Company issued an aggregate of 247,000 shares of Class A Common Stock upon conversion of an aggregate of $479,557 of an outstanding convertible note. The Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 3(a)(9) under the Securities Act.

As of June 20, 2025, the Company had 6,611,290 shares of Class A Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) 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).

-2-

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: June 20, 2025	/s/ Henry Nisser Henry Nisser President and General Counsel

-3-

FAQ

How many shares of Class A Common Stock did GPUS issue through Series B Preferred Stock conversion in June 2025?

GPUS issued 1,401,422 shares of Class A Common Stock through the conversion of approximately 2,016.07 shares of Series B Convertible Preferred Stock between June 16-20, 2025.

What is GPUS's total outstanding Class A Common Stock as of June 20, 2025?

As of June 20, 2025, GPUS had 6,611,290 shares of Class A Common Stock outstanding.

How many shares did GPUS issue through convertible note conversions in June 2025?

GPUS issued a total of 2,058,216 shares of Class A Common Stock through convertible note conversions: 1,811,216 shares from $2,996,479 of convertible notes, and 247,000 shares from $479,557 of another convertible note between June 16-17, 2025.

What legal exemptions did GPUS use for its June 2025 stock issuances?

GPUS relied on two exemptions: Section 4(a)(2) of the Securities Act for the Series B Preferred Stock and first convertible notes conversion, and Section 3(a)(9) of the Securities Act for the $479,557 convertible note conversion.

Where is GPUS (Hyperscale Data, Inc.) headquartered?

Hyperscale Data, Inc. (GPUS) is headquartered at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.