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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): March
11, 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. o
| Item 2.02 | Results of Operations and Financial Condition. |
On March 10, 2026, Hyperscale Data, Inc. (the
“Company”) issued a press release announcing its preliminary financial results for the twelve-month period ended December
31, 2025 and providing guidance on the Company’s 2026 revenue (the “Press Release”). A copy of the Press Release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 2.02 and
in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished
as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange
Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such
a filing.
The Securities and Exchange Commission encourages
registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make
informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ
materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to
obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public
reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s
website for further information on its public reference room.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued on March 11, 2026. |
| |
|
|
| 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: March 11, 2026 |
/s/ Henry Nisser |
|
| |
Henry Nisser |
|
| |
President and General Counsel |
-3-
Exhibit 99.1

Hyperscale Data Provides 2026 Revenue Guidance
of $180 Million to $200 Million as Artificial Intelligence Infrastructure Scale-Up Continues and Higher Margin Platforms Expand
Record Revenue Anticipated to Increase Approximately
80%-100% Year-Over-Year; Hyperscale Data Is Targeting Profitability in Fourth Quarter of 2026 as Operating Results Improve
LAS VEGAS--(PR NEWSWIRE) – March 11, 2026
– Hyperscale Data, Inc. (NYSE American: GPUS),
an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or
the “Company”), today announced guidance of its revenue in fiscal year 2026, which is anticipated to set a record in
the range of $180 million to $200 million. This increase represents anticipated year-over-year growth of approximately 80% to 100% compared
to preliminary 2025 revenue of approximately $100 million.
The Company notes that preliminary 2025 revenue
reflects only a partial-year contribution from Gresham Worldwide, Inc., soon to be merged with another subsidiary of the Company called
Ballista Group, Inc. (collectively, “Ballista”). Ballista was reconsolidated with the Company following its emergence
from bankruptcy proceedings in the fourth quarter of 2025. 2026 is expected to include a full year of consolidated contribution from Ballista,
which management believes will contribute approximately $40 million compared to the anticipated $3.2 million in the fourth quarter of
2025.
Management believes the projected revenue increase
also reflects expanding activity across its diversified operating platforms, including AI infrastructure, software offerings, blockchain
infrastructure, finance operations and digital ecosystems, as prior capital investments begin contributing more significantly to revenue
generation. In total, management anticipates that these new initiatives will generate between $24 million and $44 million in revenue in
2026.
Additionally, Hyperscale Data, through its licensed
lending subsidiary Ault Lending, LLC (“Ault Lending”), has increased its activity in its lending and trading practices,
which are currently expected to add between $20 million and $30 million in revenue in 2026, of which approximately $10 million is expected
to be recognized during the current quarter ending March 31, 2026; Ault Lending has historically been one of the Company’s more
profitable, albeit volatile, segments. Management believes this diversified structure provides multiple revenue drivers while enabling
disciplined capital allocation across platforms.
“We believe 2026 represents an important
year for Hyperscale Data,” said Milton “Todd” Ault III, Executive Chairman of Hyperscale Data. “The growth we
are projecting reflects expected organic expansion across our AI infrastructure and digital platform operations as well as an anticipated
full year of contribution from Ballista, which we recently reconsolidated after it successfully completed a financial restructuring and
emerged stronger and more stable from Chapter 11 bankruptcy proceedings. Over the past several years, we have invested significant capital
into infrastructure, software platforms and digital ecosystems, and we believe those investments are ready to begin generating and scaling
revenue while improving operating efficiency.”

Mr. Ault continued, “While our initial revenue
guidance is based upon known and reasonably calculated projections for several of our newer initiatives, we believe that the Company could
potentially exceed this projected range. We intend to track pipeline activity, infrastructure deployment schedules and subsidiary performance
trends, and as visibility improves, to provide a mid-year update. We are also targeting achieving profitability in the fourth quarter
of 2026, as we believe revenue from higher margin platforms will increase, allowing us to utilize gains and operating leverage, with the
objective of building on that progress into 2027.”
Will Horne, Chief Executive Officer of Hyperscale
Data, added, “Over the past several years, we have invested in building scalable digital platforms to go along with our existing
durable infrastructure assets. As AI compute demand increases and higher-margin business lines expand, we believe Hyperscale Data is entering
a new phase where revenue growth and margin improvement can both increase.”
The Company expects 2026 performance to benefit
from an evolving revenue mix, including increased contribution from software platforms, blockchain infrastructure and digital ecosystem
initiatives. Management believes these segments generally could generate higher margins than its legacy infrastructure-heavy revenue streams.
In addition, significant capital expenditures
for high-performance computing (“HPC”) infrastructure, AI data centers, Bitcoin mining operations and digital platform
development were incurred in prior years, and are anticipated to continue throughout 2026. As utilization rates increase and revenue scales,
management believes fixed-cost absorption may improve consolidated margin performance and support operating leverage over time.
Hyperscale Data continues to advance its AI infrastructure
roadmap, including its Michigan AI data center initiative and broader HPC strategy. The Company believes demand for AI compute, large
language model training, inference workloads and enterprise hosting solutions continues to expand globally and expects AI-related services
to become an increasingly important contributor to both revenue growth and margin improvement.
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 first quarter of 2027. Upon the occurrence of the
Divestiture, the Company would be an owner and operator of data centers to support HPC 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