Yorkville advance gives Hyperscale Data (NYSE: GPUS) $15.96M funding
Rhea-AI Filing Summary
Hyperscale Data, Inc. entered into a Pre-Paid Advance Agreement with Yorkville, under which it received a pre-paid advance with a principal face amount of $15,958,000 for net cash proceeds of $15,000,520.
The advance bears interest at 4% annually, increasing to 18% upon specified events of default, and matures on December 10, 2027. Yorkville may require repayment through issuances of Class A common stock at the lower of a fixed price of $0.2153 per share or 90% of the five-day lowest VWAP, subject to a $0.10 floor price.
If registration or share-cap constraints arise, Hyperscale Data must make monthly cash payments of up to $2,500,000 plus a 10% premium on that amount and accrued interest. The company will register the shares underlying this arrangement on its existing Form S-3 shelf via a prospectus supplement.
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Insights
Hyperscale Data adds structured equity-linked financing with flexible stock or cash repayment.
Hyperscale Data has secured a pre-paid advance with a principal face amount of $15,958,000, receiving net proceeds of $15,000,520. The advance carries a base interest rate of 4% and contractually matures on December 10, 2027, providing multi-year funding.
Repayment can occur via issuances of Class A common stock at the lower of a fixed price of $0.2153 per share or 90% of the five-day lowest VWAP, subject to a $0.10 floor. This gives Yorkville discretion over timing and size of equity settlements, while a rate step-up to 18% applies if specified defaults occur.
If share issuance is constrained by registration limits or exchange caps, the company must instead make monthly cash payments of up to $2,500,000 plus a 10% premium on that amount and accrued interest. Future disclosures in periodic filings may detail how much of the advance is ultimately repaid in stock versus cash.
8-K Event Classification
Key Figures
Key Terms
Pre-Paid Advance Agreement financial
volume weighted average price financial
Exchange Cap financial
Registration Event financial
shelf registration statement on Form S-3 regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
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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).
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On June 11, 2026 (the “Effective Date”), Hyperscale Data, Inc. (the “Company”) entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company will receive a pre-paid advance of $15,958,000 from Yorkville (the “Pre-Paid Advance”). The Pre-Paid Advance will be purchased by Yorkville at 94% of the face amount of the Pre-Paid Advance. The Pre-Paid Advance was purchased on the Effective Date by Yorkville, for net proceeds of $15,000,520. Interest shall accrue on the outstanding balance of the Pre-Paid Advance at an annual rate of 4%, subject to an increase to 18% upon events of default described in the PPA.
At any time that there is an outstanding balance under the Pre-Paid Advances, Yorkville may provide written notice (each, a “Purchase Notice”) requiring the Company to issue and sell shares of the Company’s Class A common stock (the “PPA Shares”) to Yorkville, which shall be offset against and reduce the amounts outstanding under the Pre-Paid Advance, at a price per share equal to the lower of (a) $0.2153 (the “Fixed Price”) and (b) 90% of the lowest daily volume weighted average price (the “VWAP”) of the Company’s common stock on the NYSE American, LLC during the five (5) consecutive trading days immediately preceding the date on which Yorkville provides the Purchase Notice to the Company (the “Market Price”), but in no event shall the Market Price be less than $0.10 per share (the “Floor Price”). Yorkville shall, in each Purchase Notice, select the number of shares to be issued, in its sole discretion, provided that the aggregate price for such shares may not exceed the balance outstanding under the Pre-Paid Advance or exceed other specified limits in the PPA. Amounts offset by the issuance of the PPA Shares shall be applied first toward accrued and unpaid interest, if any, and then toward outstanding principal under the Pre-Paid Advance.
In the event that (i) any of the PPA Shares are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading days (a “Registration Event”), or (ii) the Company has issued substantially all of the PPA Shares available under the Exchange Cap (as defined below) (an “Exchange Cap Event,” and the date on which any event described in (i) and (ii) occurs, the “Amortization Event Date”), then the Company shall make monthly cash payments beginning on the seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month until all amounts outstanding under the Pre-Paid Advance have been repaid in full, where each monthly payment shall consist of (i) the lesser of (a) $2,500,000 (the “Principal Amount”), and (b) the outstanding principal balance on the Pre-Paid Advance as of the Amortization Event Date (the “Amortization Principal Amount”), plus (ii) ten percent (10%) of the Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date (collectively, the “Monthly Payment”). Such payments will continue until either all amounts outstanding under the Pre-Paid Advance are paid in full or (i) in the event of a Registration Event, the condition or event causing the Registration Event is cured, or (ii) in the event of an Exchange Cap Event, the Company obtains stockholder consent for the Company to issue shares of common stock in excess of the Exchange Cap.
The Company, in its sole discretion, may prepay the outstanding Pre-Paid Advance, in part or in full (the “Prepayment Amount”), in cash by providing Yorkville with advance written notice 10 trading days prior to such prepayment if the VWAP of the Company’s common stock is, at the time of such written notice, lower than the Fixed Price. Any such prepayment shall include a 10% prepayment premium as well as all the accrued but unpaid interest on such Prepayment Amount.
In connection with entry into the PPA, the Company paid Yorkville’s structuring and due diligence fees of $35,000.
The PPA Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 291595). Concurrently with the filing of this Current Report on Form 8-K, the Company is filing a prospectus supplement with the U.S. Securities and Exchange Commission in connection with the offer and sale of the PPA Shares.
The foregoing summary of the PPA is subject to and qualified in its entirety by the text of the PPA, a form of which is filed hereto as Exhibit 10.1.
A copy of the legal opinion of Olshan Frome Wolosky LLP as to the legality of the PPA Shares is attached as Exhibit 5.1 hereto.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The disclosure regarding the Pre-Paid Advances set forth in Item 1.01 of this Current Report is incorporated by reference herein.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On June 11, 2026, the Company issued a press release announcing the PPA. A copy of this 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 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.
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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 | |
| 10.1 | Form of Pre-Paid Advance Agreement entered into by and between the registrant and YA II PN, Ltd, on June __, 2026 | |
| 5.1 | Opinion of Counsel. | |
| 99.1 | Press release regarding the Pre-Paid Advance, issued by the Company on June 11, 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). |
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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 11, 2026 |
/s/ Henry Nisser Henry Nisser President and General Counsel |
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Exhibit 99.1
Hyperscale Data Announces Transaction with Yorkville
LAS VEGAS--(PR NEWSWIRE) – June 11, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), announced that it has entered into a Pre-Paid Advance Agreement (the “Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”).
Pursuant to the Agreement, Yorkville will today make an advance (the “Advance”) to the Company in the principal amount of $15,958,000 (the “Principal Face Amount”), subject to a discount of 6% for an actual commitment amount of $15,000,520. The Advance will bear interest at an annual rate of four percent (4%), which interest will accrue and be paid, together with any remaining Principal Face Amount, on or before December 10, 2027.
At any time that there is an outstanding balance under the Advance, Yorkville may provide written notice (each, a “Purchase Notice”) requesting the Company to issue and sell shares of its Class A common stock to Yorkville, which shall be offset against and reduce the amounts outstanding under the Advance, at a price per share equal to the lower of (a) $0.2153 and (b) 90% of the lowest daily volume weighted average price of the Company’s Class A common stock during the five (5) consecutive trading days immediately preceding the date on which Yorkville provides the Purchase Notice to the Company, but in no event shall this price be less than $0.10 per share.
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