Hyperscale Data (NYSE American: GPUS) sets up $50M ATM offering

Rhea-AI Filing Summary

Hyperscale Data, Inc. entered into an at-the-market sales agreement with Spartan Capital Securities, LLC to sell up to $50,000,000 of its Class A common stock from time to time. These shares will be issued under the company’s existing shelf registration statement on Form S-3, which was declared effective on December 11, 2025, and a prospectus supplement filed on December 19, 2025. Under the agreement, Spartan will act as sales agent using commercially reasonable efforts, while the company sets key parameters such as timing, volume limits per day, and minimum acceptable prices. Either party can suspend offers and sales or terminate the agreement upon written notice, and the filing includes a legal opinion and related exhibits supporting the validity of the share issuances.

false 0000896493 0000896493 2025-12-19 2025-12-19 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2025-12-19 2025-12-19 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2025-12-19 2025-12-19 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): December 19, 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 December 19, 2025, 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”), having an aggregate offering price of up to $50,000,000 (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 December 19, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $50,000,000 of Common 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 December 19, 2025, 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		At-the-Market Issuance Sales Agreement, dated December 19, 2025, 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: December 19, 2025	/s/ Henry Nisser
	Henry Nisser
	President and General Counsel

-3-

FAQ

What did Hyperscale Data, Inc. (GPUS) announce in this 8-K?

Hyperscale Data, Inc. announced that it entered into an At-the-Market Issuance Sales Agreement with Spartan Capital Securities, LLC, allowing it to sell shares of its Class A common stock with an aggregate offering price of up to $50,000,000 through an at-the-market offering.

How much Class A common stock can Hyperscale Data (GPUS) sell under the new ATM program?

The company may sell shares of its Class A common stock having an aggregate offering price of up to $50,000,000 pursuant to the at-the-market offering described in the agreement.

Which registration statement is Hyperscale Data (GPUS) using for the ATM offering?

The shares will be offered and sold under Hyperscale Data’s effective shelf registration statement on Form S-3, Registration Statement No. 333-291595, which was filed on November 17, 2025 and declared effective on December 11, 2025, along with an accompanying base prospectus and a prospectus supplement filed on December 19, 2025.

What is Spartan Capital Securities, LLC’s role in Hyperscale Data’s (GPUS) ATM program?

Spartan Capital Securities, LLC acts as sales agent under the Sales Agreement and will use its commercially reasonable efforts to sell the shares in transactions deemed to be at-the-market offerings under Rule 415, based on instructions and parameters provided by Hyperscale Data.

Who controls the sale parameters for Hyperscale Data’s (GPUS) ATM offering?

Hyperscale Data will determine the parameters for each sale, including the number of shares to be sold, the time period for sales, any limit on shares sold in a single trading day, and any minimum price below which sales may not be made.

Can Hyperscale Data (GPUS) or Spartan Capital end or pause the ATM sales?

Yes. Under the Sales Agreement, either Hyperscale Data or Spartan Capital may suspend offers and sales of the shares upon written notice, and each party has the right, in its sole discretion, to terminate the agreement at any time upon prior written notice, subject to the terms of the agreement.

What supporting documents were filed with Hyperscale Data’s (GPUS) ATM announcement?

The company filed an opinion of Olshan Frome Wolosky LLP regarding the legality of the issuance and sale of the shares (Exhibit 5.1), the At-the-Market Issuance Sales Agreement with Spartan Capital (Exhibit 10.1), a related consent (Exhibit 23.1), a press release announcing the prospectus supplement and agreement (Exhibit 99.1), and Inline XBRL cover page data exhibits (Exhibits 101 and 104).