[8-K] Hyperscale Data, Inc. Reports Material Event

Rhea-AI Filing Summary

Hyperscale Data, Inc. disclosed that it entered into an At-the-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc. The filing lists related exhibits including the sales agreement, a legal opinion from Olshan Frome Wolosky LLP, that firm’s consent, a press release, and Inline XBRL cover-page files. The company identifies the agreement as a material definitive agreement and notes Regulation FD disclosure and the furnishing of exhibits.

This filing provides the formal documentation for the company’s ability to offer and sell shares through an at-the-market program via the named placement agent and supplies the legal opinion and press release as filed exhibits. No proceeds, offering size, or financial results are included in the provided text.

Positive

• Material definitive agreement filed: At-the-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc. is explicitly included as Exhibit 10.1
• Supporting exhibits provided: Legal opinion from Olshan Frome Wolosky LLP and the firm’s consent are filed as Exhibits 5.1 and 23.1
• Regulatory formatting included: Inline XBRL cover page and interactive data files are provided (Exhibits 101 and 104)

Negative

• None.

Insights

Securities Analyst

TL;DR: Company executed an at-the-market sales agreement with a broker-dealer, enabling equity issuance into the market.

The At-the-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc. is a standard mechanism allowing Hyperscale Data to sell common stock into the market over time, subject to market conditions and agreement terms. The inclusion of a legal opinion and the broker-dealer consent are routine and support immediate usability of the program. Absent disclosed offering size, registration details, or expected use of proceeds, the precise financial impact cannot be quantified from this filing alone.

Corporate Governance Expert

TL;DR: The filing documents governance-required exhibits for a material equity arrangement but lacks transactional specifics.

The company properly filed the material definitive agreement and accompanying exhibits, including counsel opinion and press release, meeting disclosure obligations. However, the filing text provided does not include governance details such as board approval language, limits on shares to be sold, or dilution estimates, so shareholders cannot assess governance implications beyond the existence of the program.

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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 29, 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 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:

¨     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
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 1.01 Entry into a Material Definitive Agreement.

On August 29, 2025, Hyperscale Data, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its Class A common stock, par value $0.001 (the “Common Stock”), having an aggregate offering price of up to $125,000,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On August 29, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $125,000,000 of Common Stock in the ATM Offering.

The offer and sale of the Shares will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-288778) filed with the SEC on July 18, 2025, and declared effective by the SEC on August 28, 2025.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the 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.

Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.

The foregoing description of the terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement, which is filed herewith as Exhibit 10.1 and is 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 Shares is filed as Exhibit 5.1 hereto.

Item 7.01 Regulation FD Disclosure.

On August 29, 2025, the Company issued a press release announcing the filing of the prospectus supplement and entry into the Sales Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
5.1		Opinion of Olshan Frome Wolosky LLP.
10.1		At-the-Market Issuance Sales Agreement, dated August 29, 2025, with Wilson-Davis & Co., Inc.
23.1		Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1).
99.1		Press Release
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).

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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 29, 2025	/s/ Henry Nisser
	Henry Nisser
	President and General Counsel

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FAQ

What agreement did Hyperscale Data (GPUS) file in this 8-K?

The company filed an At-the-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc., included as Exhibit 10.1.

Who provided the legal opinion and consent for the filing?

Olshan Frome Wolosky LLP provided the opinion (Exhibit 5.1) and its consent (Exhibit 23.1) is included.

Does the filing disclose the size or expected proceeds of the offering?

No. The provided text does not include any information on offering size, proceeds, or the number of shares to be sold.

Are there press materials included with the filing?

Yes. A press release is listed as Exhibit 99.1 in the filing.

Does the filing include financial statements or tabular financial data?

No. The excerpt provided does not contain financial statements or financial tables.