false
0000896493
false
false
false
false
0000896493
2026-11-06
2026-11-06
0000896493
GPUS:ClassCommonStock0.001ParValueMember
2026-11-06
2026-11-06
0000896493
GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember
2026-11-06
2026-11-06
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): November 6, 2026
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:
| o | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 November 6, 2026 (the
“Execution Date”), Hyperscale Data, Inc. (the “Company”) entered into a note purchase agreement
(the “Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the
Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor (the “Offering”),
a (i) $10,810,810.81 principal amount of convertible promissory note (the “Initial Note”), which Initial Note was issued
and sold on the Execution Date, (ii) $5,405,405.41 principal amount of convertible promissory note (the “Second Note”),
which Second Note will be issued and sold on or around November 16, 2026 and (iii) potentially, a $10,810,810.81 principal amount of convertible
promissory note issuable upon exercise of the Additional Investment Right (as such term is defined below) (the “AIR Note”
and with the Initial Note and the Second Note, the “Notes” and with the Purchase Agreement, the “Transaction
Documents”), which AIR Note would be issued and sold on or prior to the three (3) months of the sale of the Second Note, in
each case subject to customary closing conditions and in the case of the AIR Note, provided that the Additional Investment Right is exercised.
Description of the Notes
All Notes carry an original
issue discount of 7.5%. The Initial Note is being sold to the Investor for a purchase price of $10,000,000, the Second Note is being sold
to the Investor for a purchase price of $5,000,000, and the AIR Note would, if the AIR is exercised, be sold to the Investor for a purchase
price of $10,000,000. No Note will be issued pursuant to an indenture. Each Note is convertible at any time after NYSE American (“NYSE”)
approval of the Supplemental Listing Application (the “SLAP”) into shares of Class A common stock, par value $0.001
per share (the “Common Stock”) of the Company (the “Conversion Shares”).
The Notes have an
aggregate principal face amount of $27,027,027.03, which includes an original issue discount of $2,027,027.03. The Notes will accrue
interest at the rate of 8% per annum, unless an event of default (as defined in the Notes) occurs, at which time the Notes would
accrue interest at 18% per annum. The maturity date of the Notes (the “Maturity Date” shall initially mean
February 5, 2027; provided, however, that after the Company has obtained stockholder approval for the issuance of the Notes (the
“Stockholder Approval”), and provided that the Company has not received notice that it is not in compliance with
the NYSE American, LLC, or NYSE, then the “Maturity Date” shall mean May 5, 2027.
The Note is convertible
into Conversion Shares at any time after NYSE approval of the Supplemental Listing Application at a conversion price equal to the lower
of (A) $0.30 and (B) a 10% discount to the lowest daily volume-weighted average price during the five (5) Trading Days prior to the date
of receipt of a conversion notice from the Investor, subject to a floor price of $0.1025.
The
Company may not issue Conversion Shares to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding
19.99% of the total shares of Common Stock issued and outstanding as of the Execution Date, in accordance with the rules and regulations
of the NYSE (the “NYSE Limit”) unless the Company first obtains Stockholder Approval. Pursuant to the Purchase Agreement,
the Company agreed to file a proxy statement to obtain the Stockholder Approval.
At any time on or prior
to the three-month anniversary of the date when all of the Notes have been sold hereunder (the “AIR Period”), the Purchaser
and the Company may, by mutual agreement, sell and purchase the AIR Note for a purchase price equal to $10,000,000, on the same terms
and conditions as applicable to the Second Closing as contained in the Transaction Documents (the “Additional Investment Right”).
If the Company and the Purchaser agree to exercise the Additional Investment Right, the Company and the Purchaser shall execute new documents
substantially similar to the Transaction Documents and hold a closing for the additional investment represented by the Additional Investment
Right during the AIR Period.
Each Note contains standard
and customary events of default including, but not limited to, failure to pay amounts due under such Note when required, default in covenants,
bankruptcy events, failure to obtain Stockholder Approval and suspension or delisting from trading of our Common Stock on an eligible
exchange.
Description of the Offering
The Offering of the Initial
Note closed on November 6, 2026.
The Offering is being
made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291595) filed with the Securities and Exchange
Commission (“SEC”) on November 17, 2025 and declared effective by the SEC on December 11, 2025. Concurrently with the
filing of this Current Report on Form 8-K, the Company is filing a prospectus supplement with the SEC in connection with the offer and
sale of the Conversion Shares.
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be any
offer, solicitation or sale of the Conversion 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 Purchase Agreement
contains customary representations, warranties and agreements by the Company, obligations of the parties, termination provisions and closing
conditions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon
by the contracting parties.
The foregoing descriptions
of the terms of the Note and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety
by reference to, the Form of Note and the Purchase Agreement, each of which is annexed hereto as Exhibit 4.1, and Exhibit
10.1 and are 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 Note is filed as Exhibit
5.1 hereto.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF
A REGISTRANT. |
The disclosure required by this Item and
included in Item 1.01 of this Current Report is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Convertible Promissory Note |
| |
|
|
| 5.1 |
|
Legal Opinion of Olshan Frome Wolosky LLP. |
| |
|
|
| 10.1 |
|
Note Purchase Agreement, dated November 6, 2026, by and between the Company and the Investor |
| |
|
|
| 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: November 6, 2026 |
/s/ Henry Nisser |
| |
Henry Nisser |
| |
President and General Counsel |
-4-
