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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): September
17, 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. ¨
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between August 26, 2025 and September 15, 2025,
Hyperscale Data, Inc. (the “Company”) issued an aggregate of 8,700,000 shares of its Class A common stock (“Class
A Common Stock”) upon conversion of approximately 3,505.32 shares of Series B Convertible Preferred Stock. Between August 29,
2025 and September 12, 2025, the Company issued an aggregate of 260 shares of Class A Common Stock upon conversion of an equal number
of shares of Class B common stock. The shares of Class A Common Stock were offered and sold in reliance upon an exemption from the registration
requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.
As of September 17, 2025, the Company had 58,872,039 shares of Class
A Common Stock outstanding.
| Item 7.01 | Regulation FD Disclosure. |
On September 17, 2025, the Company issued a press
release announcing a cash dividend to holders of the 13.00% Series D Cumulative Redeemable Preferred Stock of $0.2708333
per share (the “Press Release”). In addition, the Press Release also announced
a cash dividend to holders of the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock
of $0.20833 per share. The record date for both
dividends is September 30, 2025, and the payment date is October 10, 2025. A copy
of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated
by reference herein.
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. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release issued on September 17, 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: September 17, 2025 |
/s/ Henry Nisser
Henry Nisser
President and General Counsel |
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