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    Hyperscale Data Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Financial Statements and Exhibits

    9/29/25 4:30:39 PM ET
    $GPUS
    Industrial Machinery/Components
    Technology
    Get the next $GPUS alert in real time by email
    false 0000896493 0000896493 2025-09-29 2025-09-29 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2025-09-29 2025-09-29 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2025-09-29 2025-09-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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 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. ¨

     

     

      
     

     

    Item 3.02Unregistered Sales of Equity Securities.

     

    Between September 18, 2025 and September 26, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 9,512,105 shares of its Class A common stock (“Class A Common Stock”) upon conversion of approximately 3,804.84 shares of Series B Convertible Preferred Stock. On September 22, 2025, the Company issued one share 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 26, 2025, the Company had 109,215,633 shares of Class A Common Stock outstanding.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d)Exhibits:

     

    Exhibit No.    Description
    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).

     

     -2- 
     

     

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

     

     

    -3-

     

     

     

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