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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
29, 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. o
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 29, 2025, Hyperscale Data, Inc. (the
“Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis
& Co., Inc., as sales agent (the “Agent”) to sell shares of its Class A common stock, par value $0.001 (the “Common
Stock”), having an aggregate offering price of up to $125,000,000 (the “Shares”) from time to time, through
an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”). On August 29, 2025, the Company filed a prospectus supplement with the Securities
and Exchange Commission (“SEC”) relating to the offer and sale of up to $125,000,000 of Common Stock in the ATM Offering.
The offer and sale of the Shares will be made
pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus
contained therein (Registration Statement No. 333-288778) filed with the SEC on July 18, 2025, and declared effective by the SEC on
August 28, 2025.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
Subject to the terms and conditions of the Sales
Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent
with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American.
The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales
are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which
sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at
the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other
party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have
the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject
to the conditions set forth in the Sales Agreement.
The foregoing description of the terms of the
Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement,
which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Olshan Frome Wolosky LLP,
counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
| Item 7.01 | Regulation FD Disclosure. |
On August 29, 2025, the Company issued a press
release announcing the filing of the prospectus supplement and entry into the Sales Agreement. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
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.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Olshan Frome Wolosky LLP. |
| |
|
|
| 10.1 |
|
At-the-Market Issuance Sales Agreement, dated August 29, 2025, with Wilson-Davis & Co., Inc. |
| |
|
|
| 23.1 |
|
Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release |
| |
|
|
| 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 29, 2025 |
/s/ Henry Nisser
|
| |
Henry Nisser |
| |
President and General Counsel |
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