Hyperscale Data (GPUS) reports tender offer expired June 8, 2026

Rhea-AI Filing Summary

Hyperscale Data, Inc. filed Amendment No. 3 to its Schedule TO reporting that its tender offer, made pursuant to the Offer to Purchase dated May 26, 2026, expired at 11:59 p.m., New York City time, on June 8, 2026. The company filed a press release announcing the final results on June 10, 2026, which is included as Exhibit (a)(5)(D).

Key Figures

Par value: $0.001 per share CUSIP: 09175M804 Offer dated: May 26, 2026 +3 more

6 metrics

Par value $0.001 per share Class A Common Stock par value stated on cover

CUSIP 09175M804 Class A Common Stock CUSIP on cover

Offer dated May 26, 2026 Offer to Purchase dated May 26, 2026

Offer expiration June 8, 2026 at 11:59 p.m. Tender offer expired at 11:59 p.m., New York City time, on June 8, 2026

Amendment filed Amendment No. 3 This filing is Amendment No. 3 to the Schedule TO

Final results press release June 10, 2026 Press release dated June 10, 2026 filed as Exhibit (a)(5)(D)

Key Terms

Schedule TO, Offer to Purchase, tender offer, Exhibit (a)(5)(D)

4 terms

Schedule TO regulatory

"Amendment No. 3 to the Issuer Tender Offer Statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Offer to Purchase financial

"Offer to Purchase dated May 26, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

tender offer financial

"the tender offer is subject to the conditions set forth in the Offer to Purchase"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Exhibit (a)(5)(D) regulatory

"press release dated June 10, 2026 filed as Exhibit (a)(5)(D)"

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FAQ

What did Hyperscale Data (GPUS) report in Amendment No. 3 to Schedule TO?

Amendment No. 3 reports that the company's tender offer under the Offer to Purchase dated May 26, 2026 expired at 11:59 p.m. on June 8, 2026. A press release with final results was filed as Exhibit (a)(5)(D) on June 10, 2026.

When did Hyperscale Data's tender offer expire?

The tender offer expired at 11:59 p.m., New York City time, on June 8, 2026. The Amendment states the Offer to Purchase dated May 26, 2026 governed the tender and final results were announced by press release on June 10, 2026.

Where can I find the final results of the tender offer for GPUS?

The final results were announced in a press release filed as Exhibit (a)(5)(D) to Amendment No. 3 on June 10, 2026. The Amendment directs readers to the Schedule TO and the Offer to Purchase dated May 26, 2026 for related documents.

What documents are incorporated by reference in this Amendment No. 3?

The Amendment incorporates the Offer to Purchase dated May 26, 2026, the Letter of Transmittal, Notice of Guaranteed Delivery, various press releases (including May 15, May 26, June 9, June 10, 2026), and multiple plan and agreement exhibits referenced in the Schedule TO.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 3)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Hyperscale Data, Inc.

(Name of Subject Company (Issuer))

Hyperscale Data, Inc.

(Names of Filing Persons (Issuer and Offeror))

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

09175M804

(CUSIP Number of Class of Securities)

Henry Nisser

President and General Counsel

Hyperscale Data, Inc.

11411 Southern Highlands Pkwy #240

Las Vegas, NV 89141

Telephone: (949) 444-5464

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

With copies to:

Spencer G. Feldman, Esq.

Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15^th Floor
New York, New York 10019
Tel: (212) 451-2300

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTION

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, including this Amendment No. 3, the “Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 26, 2026, by Hyperscale Data, Inc., a Delaware corporation (“Hyperscale Data” or the “Company”). The tender offer is subject to the conditions set forth in the Offer to Purchase, dated May 26, 2026 (the “Offer to Purchase”).

This Amendment No. 3 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. This Amendment No. 3 should be read in conjunction with the Schedule TO and all of the exhibits thereto, including the Offer to Purchase and related tender offer documents, as each may be amended or supplemented from time to time.

ITEM 11. ADDITIONAL INFORMATION.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

“On January 10, 2026, the Company issued a press release announcing the final results of the Offer, which expired at one minute are 11:59 p.m., New York City time, on Monday, June 8, 2026. A copy of the press release is filed as Exhibit (a)(5)(D) hereto and is incorporated by reference herein.”

ITEM 12. EXHIBITS.

Exhibit Number	Description
(a)(1)(A)	Offer to Purchase dated May 26, 2026 (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(1)(B)	Letter of Transmittal (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(1)(C)	Notice of Guaranteed Delivery (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(5)(A)	Press Release dated May 15, 2026 (incorporated herein by reference to the Company's Schedule TO-C filed on May 15, 2026).
(a)(5)(B)	Press Release dated May 26, 2026 (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).
(a)(5)(C)	Press Release dated June 9, 2026 (incorporated herein by reference from Amendment No. 2 to the Schedule TO, filed on June 9, 2026).
(a)(5)(D)	Press Release dated June 10, 2026.*
(b)	Not Applicable.
(d)(1)	2021 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on July 6, 2021 as Appendix B thereto).
(d)(2)	2022 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on September 23, 2022 as Annex B thereto).
(d)(3)	Form of Class A Warrant, dated December 29, 2021 (incorporated by reference to the Current Report on Form 8-K filed on January 3, 2022 as Exhibit 4.2 thereto).
(d)(4)	Form of Class B Warrant, dated December 29, 2021 (incorporated by reference to the Current Report on Form 8-K filed on January 3, 2022 as Exhibit 4.3 thereto).
(d)(4)	Form of Class A Warrant (incorporated by reference to the Current Report on Form 8-K filed on November 8, 2022 as Exhibit 4.1 thereto.
(d)(5)	Form of Class B Warrant. Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2022 as Exhibit 4.2 thereto.
(d)(6)	Form of Warrant issued October 13, 2023 (incorporated by reference to the Current Report on Form 8-K filed on October 16, 2023 as Exhibit 4.2 thereto).
(d)(7)	Securities Purchase Agreement, dated November 3, 2023, with Ault & Company, Inc. (incorporated by reference to the Current Report on Form 8-K filed on November 7, 2023 as Exhibit 10.1 thereto).

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Exhibit Number	Description
(d)(8)	Form of Series C Warrant (incorporated by reference to the Current Report on Form 8-K filed on November 7, 2023 as Exhibit 10.2 thereto).
(d)(9)	Securities Purchase Agreement, dated as of December 21, 2024, by and between the Company and Ault & Company, Inc. (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2024 as Exhibit 10.1 thereto).
(d)(10)	Form of Series G Warrant (incorporated by reference to the Current Report on Form 8-K filed on December 23, 2024 as Exhibit 10.2 thereto).
(d)(11)	Exchange Agreement, dated March 21, 2025, by and between the Company and SJC Lending LLC (incorporated by reference to the Current Report on Form 8-K filed on March 24, 2025 as Exhibit 10.1 thereto).
(d)(12)	Form of Convertible Promissory Note (incorporated by reference to the Current Report on Form 8-K filed on March 24, 2025 as Exhibit 4.1 thereto).
(d)(13)	Form of Note Purchase Agreement, dated December 2, 2025 (incorporated by reference to the Current Report on Form 8-K filed on December 2, 2025 as Exhibit 10.2 thereto).
(d)(14)	Form of Convertible Promissory Note, dated December 2, 2025 (incorporated by reference to the Current Report on Form 8-K filed on December 2, 2025 as Exhibit 4.1 thereto).
(d)(15)	2025 Stock Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on December 4, 2025 as Annex B thereto).
(d)(16)	Amended and Restated At-the-Market Issuance Sales Agreement, dated January 16, 2026, with Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc. (incorporated by reference to the Current Report on Form 8-K filed on January 16, 2026 as Exhibit 10.1 thereto).
(d)(17)	At-the-Market Issuance Sales Agreement, dated February 13, 2026, with Spartan Capital Securities, LLC (incorporated by reference to the Current Report on Form 8-K filed on February 13, 2026 as Exhibit 10.1 thereto).
(d)(18)	Securities Purchase Agreement, dated March 31, 2025 (incorporated by reference to the Current Report on Form 8-K filed on April 1, 2025 as Exhibit 10.1 thereto).
(d)(19)	Securities Purchase Agreement, dated July 31, 2025, between the Company and Ault & Company, Inc. (incorporated by reference to the Current Report on Form 8-K filed on August 1, 2025 as Exhibit 10.1 thereto).
(d)(20)	Amendment to the Securities Purchase Agreement dated July 31, 2025, by and between Hyperscale Data, Inc. and Ault & Company, Inc., dated November 7, 2025 (incorporated by reference to the Current Report on Form 8-K filed on November 7, 2025 as Exhibit 10.1 thereto).
(g)	Not Applicable.
(h)	Not Applicable.
107	Filing Fee Table (incorporated herein by reference from the Original Schedule TO, filed on May 26, 2026).

________________________

* Filed herewith

Item 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	HYPERSCALE DATA, INC.
Dated: June 10, 2026	By:	/s/ Henry Nisser
		Name:	Henry Nisser
		Title:	President and General Counsel

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