Amendment: Hyperscale Data Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”) filed by Hyperscale Data, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on December 19, 2025.
This Amendment No. 1 is filed solely for the purpose of disclosing that the Company added another sales agent under the sales agreement discussed below.
Other than the foregoing, this Amendment No. 1 speaks as of the original date of the Original Form 8-K and does not reflect events that may have occurred subsequent to the date of the Original Form 8-K.
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On December 19, 2025, Hyperscale Data, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Spartan Capital Securities, LLC, as sales agent (“Spartan,” or 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 $50,000,000 (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 December 19, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $50,000,000 of Common Stock in the ATM Offering.
On January 16, 2026, the Company entered into an Amended and Restated At-the-Market Sales Agreement (the “A&R Sales Agreement”) with the Agent and Wilson-Davis & Co., Inc., as an additional sales agent (“WDCO” and with the Agent, the “Agents”).
Pursuant to the A&R Sales Agreement, the ATM Offering will be conducted by the Agents acting together, but with the Agent maintaining certain rights separate from those provided to WDCO.
On January 16, 2026, the Company filed amendment no. 1 to the prospectus supplement with the SEC, which was originally filed on December 19, 2025 in connection with the offer and sale of up to $50,000,000 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. 333-291595) filed with the SEC on November 17, 2025, and declared effective by the SEC on December 11, 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 A&R Sales Agreement, the Agents will use their 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 A&R Sales Agreement, the Agents 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 Spartan may, upon written notice to the other party in accordance with the terms of the A&R Sales Agreement, suspend offers and sales of the Shares. The Company and Spartan each has the right, in its sole discretion, to terminate the A&R Sales Agreement at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the A&R Sales Agreement.
The foregoing description of the terms of the A&R Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the A&R Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| 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 January 16, 2026 | |
| 23.1 | Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). * | |
| 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). |
* Previously filed.
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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: January 16, 2026 |
/s/ Henry Nisser Henry Nisser President and General Counsel |
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