Hyperscale Data (NYSE: GPUS) adds Class A shares through preferred, note conversions

Rhea-AI Filing Summary

Hyperscale Data, Inc. reported recent issuances of Class A common stock from several conversions. Between late September and early October 2025, the company issued 8,750,000 Class A shares upon conversion of 3,500 shares of Series B Convertible Preferred Stock and 256 Class A shares upon conversion of an equal number of Class B common shares. On October 7, 2025, it also issued 2,264,155 Class A shares upon conversion of $905,662 of principal and accrued interest under a convertible note. These Class A shares were issued in a private transaction relying on an exemption from registration under Section 4(a)(2) of the Securities Act. As of October 9, 2025, Hyperscale Data had 188,945,811 Class A common shares outstanding.

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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): October 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:

¨     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. ¨

Item 3.02 Unregistered Sales of Equity Securities.

Between September 29, 2025 and October 7, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 8,750,000 shares of its Class A common stock (“Class A Common Stock”) upon conversion of 3,500 shares of Series B Convertible Preferred Stock. Between September 29, 2025 and October 8, 2025, the Company issued an aggregate of 256 shares of Class A Common Stock upon conversion of an equal number of shares of Class B common stock. On October 7, 2025, the Company issued 2,264,155 shares of Class A Common Stock upon conversion of $905,662 of principal and accrued interest under a convertible note. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

As of October 9, 2025, the Company had 188,945,811 shares of Class A Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) 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).

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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: October 10, 2025	/s/ Henry Nisser Henry Nisser President and General Counsel

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FAQ

What new shares did Hyperscale Data (GPUS) issue in this 8-K?

Hyperscale Data issued 8,750,000 Class A common shares from conversions of Series B Convertible Preferred Stock, 256 Class A shares from Class B common stock conversions, and 2,264,155 Class A shares from the conversion of a convertible note.

What securities were converted into Hyperscale Data (GPUS) Class A common stock?

The company converted 3,500 shares of Series B Convertible Preferred Stock, 256 shares of Class B common stock, and a convertible note with $905,662 of principal and accrued interest into Class A common stock.

How many Hyperscale Data (GPUS) Class A shares are now outstanding?

As of October 9, 2025, Hyperscale Data had 188,945,811 shares of Class A common stock outstanding.

Was the new Hyperscale Data (GPUS) stock issuance registered with the SEC?

No, the Class A common shares were offered and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

What type of security is the Hyperscale Data 13.00% Series D preferred stock?

It is a 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock with a par value of $0.001 per share, listed on NYSE American under the symbol GPUS PD.

Who signed this Hyperscale Data (GPUS) 8-K?

The report was signed on behalf of Hyperscale Data, Inc. by Henry Nisser, the company’s President and General Counsel.