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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): May 11, 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 1.01 | Entry into a Material Definitive Agreement. |
On
May 9, 2026, Hyperscale Data, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary, Omnipresent
Robotics LLC, a Nevada limited liability company (the “Omnipresent”), entered into a definitive Appendix (the “Appendix”)
with AGIBOT PTE. LTD., a Singaporean company (“AGIBOT”), which supplements that certain Partner Agreement dated April
15, 2026 (the “Partner Agreement”) entered into by and between Omnipresent and AGIBOT. Pursuant to the Appendix and
Partner Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent for a purchase price of up to approximately
$13.4 million (pursuant to purchase orders) and authorized Omnipresent to resell such products under Omnipresent’s brand. Moreover,
Omnipresent agreed to work with and assist Omnipresent in the establishment of a robot data collection center. The Appendix also contains
certain customary provisions, including those that relate to confidentiality and ownership of data, intellectual property rights, product
control and security, product warranty and indemnification.
The
foregoing summary of the Appendix and Partner Agreement is subject to and qualified in its entirety by the text of the Appendix and Partner
Agreement, forms of which are both filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
While the Partnership
Agreement was, at the time of its execution, similar to a memorandum of understanding, and was therefore not viewed as a material definitive
agreement required to be filed under Item 1.01, the execution of the Appendix has converted it into a material definitive agreement that
the Company believes should be disclosed under Item 1.01.
| Item 7.01 | Regulation FD Disclosure. |
On May 11, 2026, the
Company issued a press release announcing the Appendix, a copy of which is attached as Exhibit 99.1. The information contained in Exhibit
99.1 is incorporated herein by reference.
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. |
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Appendix dated May 9, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD. |
| 10.2 |
|
Form of Partner Agreement dated April 15, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD. |
| 99.1 |
|
Press Release issued on May 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 11, 2026 |
/s/ Henry Nisser |
|
| |
Henry Nisser |
| |
President and General Counsel |
-3-
Exhibit 99.1
Hyperscale Data’s Subsidiary Omnipresent Robotics Enters into
an Agreement Providing for the Acquisition of Robots from AGIBOT and Related Developments
Omnipresent Robotics Expects to Begin Initial Michigan Deployment of
up to 143 AGIBOT Intelligent Robots
Robots to Support Domestic Teleoperation,
VLA Data Processing, Embodied AI training, and Expansion of Michigan Workforce
LAS VEGAS--(PR NEWSWIRE) – May 11, 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 its
wholly owned subsidiary Omnipresent Robotics, LLC (“Omnipresent”) has entered into an agreement referred to as an Appendix
(the “Appendix”) with AGIBOT PTE. LTD., a company based in Singapore (“AGIBOT”), which supplements
and formalizes that certain Partner Agreement, which effectively constituted a memorandum of understanding at the time of its execution,
and was entered into by the foregoing parties on April 15, 2026 (the “Partner Agreement”).
Pursuant to the Appendix and Partner
Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent, authorize Omnipresent to resell such products under
Omnipresent’s brand, and assist Omnipresent in establishing a robotics data collection center at Hyperscale Data’s Michigan
Data Center (the “Facility”), with units on order pursuant to fully executed purchase orders with AGIBOT as
well as the producer of robotics components with a company located in China that is affiliated with AGIBOT.
Approximately 100,000 square feet within the Company’s
existing 617,000 square foot Facility has been allocated to robotics operations, teleoperation bays and embodied AI training activities.
The site is expected to serve as Omnipresent’s U.S. hub for generating real-world robotics datasets, processing vision-language-action
(“VLA”) model data within the United States, and developing the operator workforce needed to support the scaling of
embodied AI applications.
Hyperscale Data expects the deployment to support
model training, robotics learning, industrial automation, security applications and large-scale dataset generation for next-generation
AI systems. Omnipresent expects to continue expanding its Michigan workforce across teleoperation, data labeling, engineering and operational
support roles as additional systems come online.
“We are moving from planning into active
deployment as agreements are signed, robots are on order, and infrastructure is being prepared in Michigan,” said Milton “Todd”
Ault III, Executive Chairman of Hyperscale Data. “We believe embodied AI will drive substantial long-term demand for compute, simulation
and real-world data generation. Our objective is to help build that ecosystem domestically while expanding high-skilled operational and
engineering roles in Michigan.”
“We are transitioning from build-out toward
operational deployment,” said William B. Horne, Chief Executive Officer of Hyperscale Data. “Each robot deployed in Michigan
becomes another source of physical-world data for VLA and embodied AI models, with that data collected, processed and trained on within
the United States. We believe this infrastructure can support a broad range of future AI and robotics applications.”
The Company believes that the Facility provides
existing power infrastructure, available industrial space and proximity to engineering and manufacturing talent that may support future
expansion opportunities.
The Company expects Omnipresent’s contemplated Michigan operations
to support a growing range of commercial opportunities, including robotics-as-a-service offerings, AI training partnerships and third-party
data collection programs. The deployment builds upon Omnipresent’s previously announced relationship with AGIBOT.
There can be no assurance regarding deployment
timing, commercialization, customer adoption, future revenues, or the ultimate success of the Company’s robotics initiatives.
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