Hyperscale Data (NYSE: GPUS) launches $35.4M Series D preferred ATM offering
Rhea-AI Filing Summary
Hyperscale Data, Inc. entered into an at-the-market equity offering program to issue its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. A prospectus supplement filed with the SEC covers the offer and sale of up to $35,400,000 of this preferred stock under an effective shelf registration statement.
Shares may be sold from time to time through Wilson-Davis & Co., Inc. as sales agent in ordinary broker transactions on the NYSE American or at market prices agreed with the agent. The company currently plans to use a majority of any net proceeds to acquire Bitcoin and potentially precious metals such as gold, silver and copper, with a smaller portion for working capital, general corporate purposes and potential future debt or capital stock transactions.
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Insights
Hyperscale Data sets up a $35.4M preferred ATM to raise capital flexibly.
Hyperscale Data, Inc. has established an at-the-market program for its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. A prospectus supplement permits offerings of up to
Sales may occur over time through Wilson-Davis & Co., Inc. as sales agent, via ordinary broker transactions on the NYSE American or other market-based methods. Either the company or the agent can suspend or terminate sales under the program by written notice, giving flexibility around issuance timing.
The company states it intends to use a majority of any net proceeds to acquire Bitcoin and potentially precious metals, with a smaller portion for working capital, general corporate purposes and possible future debt or capital stock transactions. Actual impact will depend on how much of the
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
Emerging growth company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 13, 2026, Hyperscale Data, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 (the “Preferred Stock”), having an aggregate offering price of up to $35,359.675 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On February 13, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $35,400,000 of Preferred Stock in the ATM Offering.
The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-291595) filed with the SEC on November 17, 2025, and declared effective by the SEC on December 11, 2025.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
The foregoing description of the terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Olshan Frome Wolosky LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
| Item 7.01 | Regulation FD Disclosure. |
On February 13, 2026, the Company issued a press release announcing the filing of the prospectus supplement and entry into the Sales Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 5.1 | Opinion of Olshan Frome Wolosky LLP. | |
| 10.1 | Form of At-the-Market Issuance Sales Agreement, dated February 13, 2026 with Spartan Capital Securities, LLC | |
| 23.1 | Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). | |
| 99.1 | Press Release | |
| 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: February 13, 2026 | /s/ Henry Nisser |
| Henry Nisser | |
| President and General Counsel |
Exhibit 99.1
Hyperscale Data Announces “At-the-Market” Offering of Preferred Stock
LAS VEGAS--(BUSINESS WIRE) –February 13, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), announced today that it has established an “at-the-market” equity offering program (the “Offering”) under which it may sell, from time to time, shares of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”) for aggregate gross proceeds of up to approximately $35.4 million. The shares of Preferred Stock will be offered through Wilson-Davis & Co., Inc., which will act in its capacity as sales agent (the “Agent”).
Pursuant to a sales agreement with the Agent, sales of shares of the Company’s Preferred Stock may be made in transactions that are deemed to be “at-the-market” offerings, including sales made by means of ordinary brokers' transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent.
The Company intends to use a majority of the net proceeds from this offering, if any, to acquire Bitcoin and potentially to purchase precious metals, including gold, silver and/or copper. The Company also intends to use a smaller amount of the proceeds for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. As of the date hereof, the Company cannot predict with certainty all of the particular uses for the net proceeds from this offering, if any. As a result, Hyperscale Data’s management will have broad discretion regarding the timing and application of the net proceeds from this offering.
The shares of Preferred Stock described above are being offered pursuant to a shelf registration statement (File No. 333-291595), which became effective on December 11, 2025. Such shares of Preferred Stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the Offering. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange Commission's website at www.sec.gov. Alternatively, potential investors may contact the Agent, which will arrange to send them these documents: Wilson-Davis, Attention: Tony White, Vice President, 236 So. Main Street, Salt Lake City, UT 84101, telephone: (801) 532-1313, email: twhite@wdco.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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 fourth quarter of 2026. 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, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through 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
FAQ
What capital raising program did Hyperscale Data (GPUS) announce in this 8-K?
What type of security is Hyperscale Data (GPUS) offering under the ATM program?
What is the maximum aggregate amount Hyperscale Data (GPUS) may raise in this preferred stock offering?
How will Hyperscale Data (GPUS) use net proceeds from the preferred stock ATM offering?
Who is acting as sales agent for Hyperscale Data’s (GPUS) at-the-market preferred stock program?
Under what SEC registration is Hyperscale Data’s (GPUS) preferred stock ATM offering being conducted?
Filing Exhibits & Attachments
7 documents