Hyperscale Data cuts stock offering cap to $100M
Hyperscale Data, Inc. (GPUS) amended its at-the-market sales agreement, reducing the aggregate amount of Class A common stock that may be sold from $300 million to $100 million; the $100 million cap includes shares already sold.
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Rhea-AI Filing Summary
Hyperscale Data, Inc. (GPUS) amended its at-the-market sales agreement, reducing the aggregate amount of Class A common stock that may be sold from $300 million to $100 million; the $100 million cap includes shares already sold. The company reported sales of 121,827,841 shares for gross proceeds of $49,781,885, before expenses and sales-agent commissions, or approximately $0.41 per share. CEO Will Horne said the company does not believe the additional $200 million of ATM capacity is currently necessary based on its capital plans.
Hyperscale Data said preliminary estimates for its Michigan AI data center buildout indicate potential project debt financing of $100 million to $150 million. The facility is intended initially to support 20 megawatts of critical compute capacity for a neocloud customer. The company currently expects its Ault Capital Group divestiture to occur in 2027 through an exchange of Series F preferred stock for ACG shares; holders who surrender their shares and do not properly withdraw the surrender are entitled to receive ACG shares.
8-K Event Classification
Key Figures
Key Terms
at-the-market offering financial
gross proceeds financial
project debt financing financial
critical compute capacity technical
Series F Exchangeable Preferred Stock financial
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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
____________________________________________________________
Date of Report (Date of earliest event reported):
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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:
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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
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. |
As previously reported, on June 18, 2026, Hyperscale Data, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC, as sales agent (the “Agent”) to sell shares of its Class A common stock, par value $0.001 (the “Common Stock”), 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”). The Company filed with the SEC, in accordance with the provisions of the Securities Act, and the rules and regulations thereunder, a registration statement (the “Registration Statement”) on Form S-3 (File No. 333-291595), including a base prospectus, relating to certain securities, including the Placement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder.
The Registration Statement was filed on November 17, 2025 and was declared effective by the SEC on December 11, 2025. On June 18, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $300,000,000 of common stock in the ATM Offering (collectively, the “Prospectus Supplement”).
The Company will file a supplement to the Prospectus Supplement (the “Supplement”) with the SEC to decrease the amount of Common Stock that may be offered and sold in the ATM Offering under the Sales Agreement to $100,000,000 in the aggregate. As of the date of this Current Report on Form 8-K, the Company has sold an aggregate of 121,827,841 Placement Shares for aggregate gross proceeds (prior to paying expenses associated with the Agreement and commissions to the Agent) of Forty-Nine Million Seven Hundred Eighty-One Thousand Eight Hundred Eighty-Five Dollars ($49,781,885).
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy any shares under the Sales Agreement, nor shall there be any offer, solicitation or sale of such 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.
The foregoing description of the terms of the Sales Agreement, as amended by the Amendment to the At-The-Market Issuance Sales Agreement, dated October 9, 2026 (the “Amendment”), does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On October 12, 2026, Hyperscale Data, Inc. (the “Company”) issued a press release announcing the entry into the Amendment (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
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 | EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to At-The-Market Issuance Sales Agreement, dated October 9, 2026, with Spartan Capital Securities, LLC | |
| 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 as Inline XBRL document and contained in Exhibit 101). |
SIGNATURES
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 thereunto duly authorized.
| HYPERSCALE DATA, INC. | |||
| Dated: October 13, 2026 | By: |
/s/ Henry Nisser | |
| Name: | Henry Nisser | ||
| Title: | President | ||
Exhibit 99.1
Hyperscale Data Announces a Two Hundred Million Dollar Reduction in the Amount of Sales that May Be Made under the Sales Agreement Providing for Its Current ATM Offering
LAS VEGAS--(PR NEWSWIRE) – October 12, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company (“Hyperscale Data” or the “Company”), today announced that it has amended the At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”), dated June 18, 2026, by and between the Company and Spartan Capital Securities, LLC, as sales agent (the “Agent”), reducing the aggregate amount that may be sold pursuant to the Agreement from Three Hundred Million Dollars ($300,000,000) in shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) to One Hundred Million Dollars ($100,000,000), including the shares of Common Stock that have been sold pursuant to the Agreement through an amendment to the Agreement (the “Amendment”). The Company has sold 121,827,841 shares of Common Stock and raised approximately $49.8 million in gross proceeds, or approximately $0.41 per share, pursuant to the ATM.
“Based on our current capital plans, we do not believe the additional $200 million of ATM capacity is currently necessary,” said Will Horne, Chief Executive Officer of Hyperscale Data. “Reducing the size of the ATM reflects our commitment to disciplined capital management while preserving financial flexibility to support our AI data center strategy. We believe that our equity is significantly undervalued and this $200 million reduction will limit the dilution to our equity and is in the best interests of our stockholders. Our focus remains on deploying capital prudently and building long-term value through the buildout of our Michigan AI data center (the “Facility”) to initially support the 20 megawatts of critical compute capacity of our neocloud customer. It is our intention to augment the Facility buildout costs with debt financing and preliminary estimates on the existing buildout indicate that the Facility will support project debt financing between $100 million to $150 million.”
The Company may evaluate capital markets options in the future as appropriate and in the best interests of the Company and its stockholders.
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 shares of the Common Stock 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 Sentinum, Inc., Hyperscale Data owns and operates a data center at which it offers colocation and hosting services for the emerging AI ecosystems and other industries. Another of Hyperscale Data’s wholly owned subsidiaries, Ault Capital Group, Inc. (“ACG”), is a hybrid private equity firm and operating company that acquires, finances, builds and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.
Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in 2027. 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 and the third wholly owned subsidiary of the Company, Omnipresent Robotics, LLC. 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, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, 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