Hyperscale Data (NASDAQ: GPUS) 10-Q delay with lower H1 2025 loss

Rhea-AI Filing Summary

Hyperscale Data, Inc. filed a notice that it will submit its Form 10-Q for the quarter ended June 30, 2025 after the deadline, citing that compiling and reviewing the required information on time would have caused undue hardship and expense. The company expects a significant change in results, with revenue of approximately $51 million for the six months ended June 30, 2025, down about 9% from $56 million a year earlier, mainly due to an estimated $10 million decline in digital asset mining revenue following the April 2024 Bitcoin halving.

Loss from continuing operations improved to about $17 million from $23 million, and estimated net loss available to common stockholders narrowed to roughly $27 million from $33 million. Operating expenses fell to about $28 million from $38 million, driven by lower impairment charges, reduced general and administrative costs, and the wind-down or deconsolidation of certain subsidiaries. Segment revenue was largely stable, including roughly $25 million from Circle 8 Crane Services and $9 million from hotel and real estate operations for both periods, while lending and trading activities swung from negative $1 million to positive $2 million.

Insights

Equity analyst – diversified digital assets and industrial services

Late 10-Q with modest revenue decline but meaningfully lower losses and expenses.

Hyperscale Data, Inc. is delaying its Form 10-Q but indicates preliminary first-half 2025 figures. Revenue for the six months ended June 30, 2025 was about $51 million, down roughly 9% from $56 million a year earlier, largely because digital asset mining revenue fell by about $10 million after the April 2024 Bitcoin halving. This highlights the company’s sensitivity to Bitcoin network changes.

Despite lower revenue, profitability metrics improved. Loss from continuing operations narrowed from approximately $23 million to $17 million, and estimated net loss available to common stockholders improved from about $33 million to $27 million. Operating expenses declined from roughly $38 million to $28 million, helped by an around $8 million reduction in goodwill and intangible impairments and about $3 million lower general and administrative costs, partially offset by a $1 million increase in selling and marketing.

Business mix is shifting. Digital asset mining weakened, while lending and trading revenue improved from negative $1 million to positive $2 million, and Circle 8 Crane Services contributed about $25 million in each six-month period. Hotel and real estate revenue was stable at roughly $9 million in both years. Actual results and any additional detail will depend on the Form 10-Q when it is filed within the Rule 12b-25 extension window.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-12711

NOTIFICATION OF LATE FILING

¨ Form 10-K	¨ Form 20-F	¨ Form 11-K	ý Form 10-Q
¨ Form 10-D	¨ Form N-CEN	¨ Form N-CSR

For Period Ended: June 30, 2025

¨ Transition Report on Form 10-K		¨ Transition Report on Form 11-K
¨ Transition Report on Form 20-F		¨ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	Hyperscale Data, Inc.
Address of principal executive office	11411 Southern Highlands Parkway, Suite 190
City, state and zip code	Las Vegas, NV 89141

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

x			(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
			(b)		The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the fiscal quarter ended June 30, 2025 has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant.

Part IV

Other Information

(1) Name and telephone number of person to contact in regard to this notification

Kenneth S. Cragun		(949)		444-5464
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes     ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes     ¨ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant’s revenue was approximately $51 million for the six months ended June 30, 2025, a decrease of 9% from the $56 million for the six months ended June 30, 2024. The Registrant’s loss from continuing operations was approximately $17 million for the six months ended June 30, 2025, compared to approximately $23 million for the six months ended June 30, 2024.

The Registrant had a decrease in its digital assets mining operations of approximately $10 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, due primarily to the April 2024 Bitcoin halving event that occurred on the Bitcoin network. Revenue for the six months ended June 30, 2025 included revenue from lending and trading activities of approximately $2 million, compared to negative revenue of $1 million for the six months ended June 30, 2024. Revenue for the six months ended June 30, 2025 included approximately $25 million from its majority owned subsidiary, Circle 8 Crane Services, LLC, essentially flat from $25 million for the six months ended June 30, 2024. The Registrant had approximately $9 million in revenue from its hotel and real estate operations for both the six months ended June 30, 2025 and 2024.

The Registrant’s operating expenses decreased to approximately $28 million for the six months ended June 30, 2025, representing a decrease of approximately $10 million, compared to approximately $38 million for the six months ended June 30, 2024. The decrease in operating expenses was due to an approximate $8 million decrease in impairment of goodwill and intangible assets, an approximate $3 million decrease in general and administrative expenses, partially offset by an approximate $1 million increase in selling and marketing expense due to higher advertising and promotion costs. The decrease in general and administrative expenses was primarily driven by the deconsolidation of Avalanche International Corp. and Eco Pack Technologies Limited, the completion and wind-down of Ault Disruptive Technologies Corporation following the full redemption of its public shares, and a reduction in stock-based compensation expense.

The Registrant’s estimated net loss available to common stockholders was approximately $27 million for the six months ended June 30, 2025, compared to approximately $33 million for the six months ended June 30, 2024.

2

HYPERSCALE DATA, INC.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 14, 2025		/s/ Kenneth S. Cragun
		By: Kenneth S. Cragun
		Title:  Chief Financial Officer

3

FAQ

Why is Hyperscale Data, Inc. (GPUS) filing its Form 10-Q late?

The company states that compiling, disseminating, and reviewing the information required for the Form 10-Q for the quarter ended June 30, 2025 would have been impracticable within the original deadline without undue hardship and expense. It is using the extension allowed under Rule 12b-25.

What revenue did Hyperscale Data, Inc. (GPUS) expect for the six months ended June 30, 2025?

For the six months ended June 30, 2025, Hyperscale Data, Inc. estimates revenue of approximately $51 million, compared with about $56 million for the six months ended June 30, 2024, representing a decrease of roughly 9%.

How did Hyperscale Data, Inc.’s losses change versus the prior year period?

Loss from continuing operations for the six months ended June 30, 2025 is estimated at about $17 million, improving from roughly $23 million a year earlier. Estimated net loss available to common stockholders narrowed to about $27 million from approximately $33 million for the six months ended June 30, 2024.

How did the Bitcoin halving affect Hyperscale Data, Inc.’s digital asset mining revenue?

The company reports an estimated $10 million decrease in digital assets mining revenue for the six months ended June 30, 2025 compared with the prior-year period, due primarily to the April 2024 Bitcoin halving event on the Bitcoin network.

What were the key changes in Hyperscale Data, Inc.’s operating expenses?

Operating expenses for the six months ended June 30, 2025 fell to about $28 million from approximately $38 million a year earlier. The decrease was driven by an estimated $8 million reduction in impairment of goodwill and intangible assets and about $3 million lower general and administrative expenses, partly offset by roughly $1 million higher selling and marketing costs.

How did Hyperscale Data, Inc.’s key business segments perform in the first half of 2025?

For the six months ended June 30, 2025, revenue included about $25 million from majority-owned subsidiary Circle 8 Crane Services, essentially flat with the prior year. Hotel and real estate operations generated about $9 million in each of the 2025 and 2024 six-month periods. Lending and trading activities produced around $2 million of revenue, compared with negative revenue of $1 million a year earlier.

Has Hyperscale Data, Inc. filed all other required periodic reports in the last 12 months?

Yes. The company indicates that all other periodic reports required under the applicable sections of the securities laws during the preceding 12 months, or shorter required period, have been filed.