Hyperscale Data (NYSE: GPUS) sells $4M Series H preferred to affiliate

Rhea-AI Filing Summary

Hyperscale Data, Inc. entered into its first closing under a previously signed Securities Purchase Agreement with affiliate Ault & Company, Inc.. On September 2, 2025, the company sold 4,000 shares of its Series H convertible preferred stock to Ault & Company for $4,000,000, providing new capital to the business.

The Agreement allows Ault & Company to purchase up to $100 million of Series H convertible preferred stock in one or more closings, so additional investments may occur over time. The Series H terms and the Agreement were previously described in a filing made on August 1, 2025, and this transaction was completed under an exemption from Securities Act registration.

Insights

Equity Capital Markets Analyst

Affiliate invests $4M in new Series H preferred, first of up to $100M.

Hyperscale Data, Inc. completed a capital raise by selling 4,000 shares of Series H convertible preferred stock to its affiliate Ault & Company, Inc. for $4,000,000. This is the initial closing under a Securities Purchase Agreement signed on July 31, 2025.

The Agreement permits Ault & Company to buy up to $100 million of Series H preferred in multiple closings, giving the company a potential source of additional funding if both parties proceed. The preferred stock was issued in a private transaction relying on a Section 4(a)(2) exemption, so it was not registered for public offering.

Because the purchaser is an affiliate, governance and pricing oversight can be important to stakeholders, but the excerpt focuses on documenting the completed $4M investment and referencing previously disclosed terms rather than providing new financial performance data.

false 0000896493 0000896493 2025-09-03 2025-09-03 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2025-09-03 2025-09-03 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2025-09-03 2025-09-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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):  September 3, 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 1.01 Entry into a Material Definitive Agreement.

On September 2, 2025, Hyperscale Data, Inc., a Delaware corporation (the “Company”), pursuant to the Securities Purchase Agreement (the “Agreement”) entered into with Ault & Company, Inc., a Delaware corporation (the “Purchaser”) on July 31, 2025, sold 4,000 shares of Series H convertible preferred stock (the “Series H Convertible Preferred Stock”) to the Purchaser, for a purchase price of $4,000,000.  This was the first purchase of Series H Convertible Preferred Stock by the Purchaser pursuant to the Agreement. The Agreement provides that the Purchaser may purchase up to $100 million of Series H Convertible Preferred Stock in one or more closings.

The Purchaser is an affiliate of the Company. The material terms of the Agreement and Series H Convertible Preferred Stock were described in the Form 8-K filed with the Securities and Exchange Commission on August 1, 2025 and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. Series H Convertible Preferred Stock described in this Current Report on Form 8-K was offered and sold to the Purchaser in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933.

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).

-2-

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: September 3, 2025	/s/ Henry Nisser
	Henry Nisser President and General Counsel

-3-

FAQ

What transaction did Hyperscale Data (GPUS) report in this 8-K?

Hyperscale Data, Inc. reported selling 4,000 shares of its Series H convertible preferred stock to affiliate Ault & Company, Inc. for $4,000,000.

Who purchased the Series H convertible preferred stock from Hyperscale Data (GPUS)?

The buyer was Ault & Company, Inc., a Delaware corporation that is described as an affiliate of Hyperscale Data, Inc.

How much funding can Hyperscale Data (GPUS) potentially receive under the purchase agreement?

The Securities Purchase Agreement allows Ault & Company to purchase up to $100 million of Series H convertible preferred stock in one or more closings.

Was the Series H preferred stock offering by Hyperscale Data (GPUS) registered with the SEC?

No. The Series H convertible preferred stock described was offered and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

When did Hyperscale Data (GPUS) complete this $4 million preferred stock sale?

The company sold the 4,000 shares of Series H convertible preferred stock to Ault & Company on September 2, 2025.

Where can investors find the detailed terms of Hyperscale Data’s Series H preferred stock?

The material terms of the Series H convertible preferred stock and the Securities Purchase Agreement were previously described in a filing made on August 1, 2025, which is incorporated by reference.