SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 001-12711
NOTIFICATION OF LATE FILING
| ýForm 10-K |
¨ Form
20-F |
¨ Form
11-K |
¨ Form
10-Q |
| ¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
|
For Period Ended: December 31, 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.)
|
(a) |
The reasons described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| x |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-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-K for the fiscal year ended December
31, 2025 has imposed requirements that have rendered timely filing of the Form 10-K 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 results of operations for the fiscal year ended
December 31, 2025 will reflect changes as compared to the corresponding period for the fiscal year ended December 31, 2024.
The Registrant’s total revenue for the year ended December 31,
2025 was approximately $102 million, compared to approximately $107 million for the year ended December 31, 2024, representing a decrease
of approximately $5 million, or 4%.
The decrease in total revenue was primarily driven
by a decline in crypto asset mining revenues, partially offset by increases in certain operating segments and the inclusion of revenue
from the reconsolidation of Gresham Worldwide, Inc. for a portion of the period.
Crypto asset mining revenue decreased by approximately
$9 million, or 30%, to $21 million for the year ended December 31, 2025, compared to $31 million for the prior year. This decrease was
primarily attributable to the impact of the April 2024 Bitcoin halving event, which reduced block rewards, and an increase in network
difficulty, partially offset by higher average Bitcoin prices.
Revenue from the Registrant’s energy and
infrastructure segment decreased by approximately $2 million, or 4%, to $45 million, reflecting reduced demand from oil and gas customers.
Revenue from hotel and real estate operations
increased by approximately $1 million, or 5%, to $19 million, driven by improvements in occupancy and average daily rates.
Revenue from TurnOnGreen increased by approximately
$2 million, or 47%, to $7 million, primarily due to increased demand from defense and commercial customers.
Revenue attributable to Gresham was approximately
$3 million for the year ended December 31, 2025, with no comparable revenue in the prior year, as Gresham was consolidated only for the
period subsequent to its emergence from bankruptcy on November 28, 2025.
The Registrant’s net loss from continuing
operations increased to approximately $66 million for the year ended December 31, 2025, compared to approximately $62 million for the
year ended December 31, 2024.
The change in net loss is primarily attributable to:
| · | An increase in general and administrative expenses of approximately
$15 million, driven by higher compensation and operating costs; |
| · | An increase in selling and marketing expenses of approximately $4 million,
primarily related to increased promotional activity; |
| · | The absence of certain non-recurring gains recognized in 2024, including
an $18 million gain related to the conversion of an investment in equity securities; and |
| · | Partially offset by a reduction in impairment charges compared to the
prior year and lower interest expense, which decreased by approximately $5 million due to lower debt balances. |
Operating loss increased to approximately $62
million for the year ended December 31, 2025, compared to approximately $57 million for the prior year.
In addition, the Registrant’s results of
operations for the year ended December 31, 2025 were impacted by various non-cash and certain non-recurring items, including:
| · | An $8 million charge related to the change in fair value of crypto assets; |
| · | A $3 million gain related to the change in fair value of embedded derivative liabilities; |
| · | A$3 million loss on extinguishment of debt; and |
| · | A $12 million gain on deconsolidation of a subsidiary. |
Because the Registrant has not yet finalized its financial statements
for the year ended December 31, 2025, the foregoing amounts are preliminary and subject to change, and the Registrant is unable to provide
more detailed or finalized quantitative information at this time.
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: March 31,
2026 |
/s/ Kenneth S. Cragun |
| |
By: Kenneth S. Cragun |
| |
Title: Chief Financial Officer |
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