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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): July
10, 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:
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. o
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between July 2, 2025 and July 8, 2025, Hyperscale
Data, Inc. (the “Company”) issued an aggregate of 1,117,133 shares of Class A Common Stock upon conversion of approximately
1,130.34 shares of Series B Convertible Preferred Stock. Between July 2, 2025 and July 8, 2025, the Company issued an aggregate of 183
shares of Class A Common Stock upon conversion of an equal number of shares of Class B Common Stock. 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.
On July 9, 2025, the Company issued 427,565 shares
of Class A Common Stock upon conversion of $440,381 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 July 9, 2025, the Company had 16,689,864
shares of Class A Common Stock outstanding.
| Item 9.01 | Financial Statements and 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). |
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: July 10, 2025 |
/s/ Henry Nisser
|
| |
Henry Nisser
President and General Counsel |
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