GPUS 8-K: Series H Convertible Preferred Stock Certificate Filed Aug 27, 2025

Rhea-AI Filing Summary

Hyperscale Data, Inc. filed a Form 8-K reporting an amendment to its charter documents: a Certificate of Designation relating to Series H Convertible Preferred Stock was filed on August 27, 2025 and is incorporated by reference into the report. The filing states the Certificate of Designation is summarized in the report and that the full text is filed as an exhibit. No financial statements, tables, transaction terms, share counts, conversion mechanics, dividend rights, or other economic details for the Series H shares are provided in the supplied text. The cover page is formatted in Inline XBRL and the Interactive Data File is included as Exhibit 101/104. No earnings, balance sheet changes, or management commentary appear in the provided content.

Insights

Corporate Governance Expert

TL;DR: Company added a Certificate of Designation for Series H preferred stock; the filing provides the exhibit but not the substantive terms.

The filing documents an amendment to the company's charter via a Certificate of Designation for Series H Convertible Preferred Stock, filed as an exhibit. From a governance perspective, such certificates typically set rights and preferences that can affect control, liquidation priority, and shareholder economics. This filing notifies investors that those terms exist in the exhibit, but the provided content does not include the substantive provisions (such as voting rights, conversion terms, liquidation preference, or authorized share amount). Without the exhibit text, one cannot assess governance impact, potential dilution, or priority relative to common stock.

Securities Analyst

TL;DR: The 8-K registers a material charter amendment by exhibit only; lacking economic terms, its market and valuation impact cannot be judged.

From a securities perspective, filing a Certificate of Designation is a material corporate action because it creates a new class of preferred shares. However, the content provided omits critical financial and structural details (e.g., number of shares, conversion ratio, anti-dilution, dividend rate). The report does note Inline XBRL exhibits (Exhibit 101/104) and the Certificate is Exhibit 3.1. Given the absence of numeric or qualitative terms in the supplied text, the appropriate rating is neutral until investors can review the exhibit to understand dilution, liquidation priority, or potential effects on existing equity holders.

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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):  August 27, 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 240, 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
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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

As previously reported on a Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities Exchange Commission (the “Commission”) on August 1, 2025, on July 31, 2025 (the “Execution Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Ault & Company, Inc., a Delaware corporation (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser up to 100,000 shares of Series H convertible preferred stock (the “Series H Convertible Preferred Stock”) that are convertible into shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) for a total purchase price of up to $100,000,000.00 (the “Financing”).

On August 27, 2025, the Company filed a Certificate of Designation, Rights and Preferences (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series H Convertible Preferred Stock. The Prior 8-K described the terms of the Series H Convertible Preferred Stock.

The Certificate of Designation became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K. The above description of the Certificate of Designation is a summary and, as such, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.		Description
3.1		Certificate of Designation, Preferences and Rights relating to the Series H Convertible Preferred Stock, filed on August 27, 2025.
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: August 27, 2025	/s/ Henry Nisser Henry Nisser President and General Counsel

FAQ

What did Hyperscale Data (GPUS) report in this Form 8-K?

The company filed a Certificate of Designation for Series H Convertible Preferred Stock on August 27, 2025 and included the Certificate as Exhibit 3.1.

Does the filing include the terms of the Series H Convertible Preferred Stock?

The supplied text states the Certificate of Designation is summarized and filed as an exhibit, but the substantive terms (conversion, dividend, liquidation preference, share counts) are not included in the provided content.

Are there financial statements or earnings disclosed in this 8-K?

No. The provided content does not contain financial statements, earnings data, or balance sheet information.

What exhibits accompany the 8-K filing?

Exhibit 3.1 is the Certificate of Designation for Series H Convertible Preferred Stock. Exhibits 101 and 104 reference Inline XBRL cover page and the interactive data file.

Does this filing indicate a change in fiscal year or other charter changes?

The filing references an amendment to articles of incorporation or bylaws via the Certificate of Designation; no fiscal year change is mentioned in the supplied content.