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