STOCK TITAN

Hyperscale Data (NYSE American: GPUS) is shrinking its share count

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hyperscale Data, Inc. (GPUS) approved and implemented reverse stock splits of its Class A and Class B common stock at a one-for-five ratio. Amendments to the Certificate of Incorporation for both classes were filed in Delaware on August 19, 2026, with effectiveness at 11:59 PM ET on August 24, 2026.

For Class A Common Stock, each five shares were converted into one share, reducing outstanding shares from approximately 679,910,173 to approximately 135,981,983, with no change to authorized shares or par value. Class A shares will trade on a split-adjusted basis on the NYSE American beginning August 25, 2026 under new CUSIP 09175M 879. For Class B Common Stock, the same one-for-five reverse split reduced outstanding shares from approximately 23,878,628 to approximately 4,775,727, with new CUSIP 09175M 861. All options, warrants, and similar instruments for both classes will be proportionally adjusted.

Positive

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Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Class A Reverse Stock Split Ratio one-for-five Ratio set by Authorized Officers for Class A Common Stock reverse split
Class A Shares Outstanding Before Split approximately 679,910,173 shares Class A Common Stock outstanding prior to the reverse stock split
Class A Shares Outstanding After Split approximately 135,981,983 shares Class A Common Stock outstanding after the one-for-five reverse stock split
Class B Shares Outstanding Before Split approximately 23,878,628 shares Class B Common Stock outstanding prior to the reverse stock split
Class B Shares Outstanding After Split approximately 4,775,727 shares Class B Common Stock outstanding after the one-for-five reverse stock split
Effective Time of Reverse Stock Splits 11:59 PM ET on August 24, 2026 Effective time in the State of Delaware for Class A and Class B reverse splits
New CUSIP for Class A Common Stock 09175M 879 CUSIP under which Class A trades on a split-adjusted basis from August 25, 2026
New CUSIP for Class B Common Stock 09175M 861 CUSIP assigned to Class B Common Stock after the reverse split
reverse stock split financial
"approved a proposal to effectuate a reverse stock split of the Company’s Class A"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Cumulative Redeemable Perpetual Preferred Stock financial
"13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001"
A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.
Certificate of Incorporation regulatory
"approved an amendment to the Company’s Certificate of Incorporation effectuating"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
CUSIP financial
"Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Class B Common Stock financial
"reverse split of the Class B common stock, $0.001 par value per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

What reverse stock split did Hyperscale Data, Inc. (GPUS) approve for its Class A shares?

Hyperscale Data, Inc. approved a one-for-five reverse stock split of its Class A Common Stock. Each five shares became one share, reducing outstanding Class A shares from approximately 679,910,173 to approximately 135,981,983, with no change in authorized shares or par value.

When does the GPUS Class A reverse stock split become effective and when will it trade split-adjusted?

The Class A reverse stock split becomes effective in Delaware at 11:59 PM ET on August 24, 2026. The Class A Common Stock will begin trading on the NYSE American on a split-adjusted basis on August 25, 2026 under new CUSIP 09175M 879.

How were Hyperscale Data’s Class B Common Stock shares affected by the reverse split?

Class B Common Stock was also subject to a one-for-five reverse stock split. Outstanding Class B shares were reduced from approximately 23,878,628 to approximately 4,775,727, with no change in authorized shares or par value. The new CUSIP for Class B is 09175M 861.

Will Hyperscale Data (GPUS) adjust options and warrants after the reverse stock splits?

Yes. The company states that all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of Class A or Class B Common Stock will be proportionally adjusted to reflect the one-for-five reverse stock splits.

Did the reverse stock splits change the par value or authorized shares of GPUS common stock?

No. For both Class A and Class B Common Stock, the company states there is no change in authorized shares or par value per share. Only the number of issued and outstanding shares was reduced by the one-for-five reverse stock splits.

Do Hyperscale Data’s Class B shares trade on an exchange after the reverse split?

No. The company states that shares of Class B Common Stock do not trade on the NYSE American or any other medium. The reverse split and new CUSIP 09175M 861 apply to the class, but it remains non-traded.

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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): August 20, 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 240, 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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 PRD   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 5.03AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR 

 

Class A Common Stock

 

On November 7, 2025, the board of directors (the “Board”) of Hyperscale Data, Inc. (the “Company”) set the time and place of a special meeting (the “Meeting”) of the Company’s stockholders, and approved the proposals to be presented for approval at the Meeting.

 

The Meeting was held on March 18, 2026, at which the Company’s stockholders approved a proposal to effectuate a reverse stock split of the Company’s Class A common stock, $0.001 par value per share (“Class A Common Stock”) affecting the issued and outstanding number of such shares by a ratio of between one-for-two and one-for-five (the “Class A Reverse Stock Split”). Acting by delegated authority as approved by the Board on November 7, 2025, on August 13, 2026, the Company’s Executive Chairman, Chief Executive Officer and President & General Counsel (the “Authorized Officers”) set the ratio of the Class A Reverse Stock Split at one-for-five (the “Ratio”). Further, on August 13, 2026, the Authorized Officers approved an amendment (the “Class A Amendment”) to the Company’s Certificate of Incorporation (the “Certificate”) effectuating the Reverse Stock Split and the Ratio thereof.

 

The Company filed the Class A Amendment on August 19, 2026. The Class A Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.

 

Beginning with the opening of trading on August 25, 2026, the Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number 09175M 879. As a result of the Class A Reverse Stock Split, each five shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Class A Common Stock outstanding was reduced from approximately 679,910,173 shares of Class A Common Stock to approximately 135,981,983 such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class A Common Stock will be proportionally adjusted. 

 

Class B Common Stock

 

Section 2(d) of the Company’s Certificate of Incorporation states that: “Subdivision or Combinations. If the [Company] in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.” Accordingly, the Company took the steps outlined below to comply with its Certificate.

 

On August 14, 2026, the Board the Company approved a reverse split of the Class B common stock, $0.001 par value per share (“Class B Common Stock”) affecting the issued and outstanding number of such shares by the Ratio (the “Class B Reverse Stock Split”). Further, on August 14, 2026, the Authorized Officers approved an amendment to the Certificate (the “Class B Amendment”) effectuating the Class B Reverse Stock Split and the Ratio. On August 17, 2026, the majority holder of the Class B Common Stock approved the Class B Reverse Split.

 

The Company filed the Class B Amendment on August 19, 2026. The Class B Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.

 

The shares of Class B Common Stock do not trade on the NYSE American or any other medium. The new CUSIP number for the Class B Common Stock is 09175M 861. As a result of the Class B Reverse Stock Split, each five shares of Class B Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Common Stock outstanding was reduced from approximately 23,878,628 shares of Class B Common Stock to approximately 4,775,727 such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class B Common Stock will be proportionally adjusted

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits:

 

Exhibit No.    Description
3.1   Class A Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 2026.
     
3.2   Class B Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 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 20, 2026 /s/ Henry Nisser  
  Henry Nisser
  President and General Counsel

 

 

 

 

 

 

Filing Exhibits & Attachments

6 documents