Hyperscale Data Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR |
Certificate of Amendment to Certificate of Designations of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
As previously reported on Current Report Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2025, on March 31, 2025 (the “Execution Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement with SJC Lending, LLC, a Delaware limited liability company, pursuant to which the Company agreed to sell to the Purchaser up to 50,000 shares of Series B convertible preferred stock (the “Series B Convertible Preferred Stock”) for a total purchase price of up to $50,000,000.00.
On April 23, 2025, the Company filed a Certificate of Amendment (the “Certificate”) to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “COD”) with the Secretary of State of the State of Delaware). The Certificate was approved by the unanimous affirmative vote of the board of directors of the Company on April 22, 2025. On April 23, 2025, the Company was notified that the Certificate became effective upon filing with the Secretary of State of the State of Delaware.
Pursuant to the Certificate, the definition of “Conversion Price” was amended read as follows:
“Conversion Price” means the greater of (i) $0.40 per share (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 75% of the Corporation’s lowest VWAP on any Trading Day during the five Trading Days immediately prior to the date of conversion into shares of Common Stock, but not greater than $10.00 per share (the “Maximum Price”), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.”
The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 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: April 25, 2025 | /s/ Henry Nisser | |
|
Henry Nisser President and General Counsel |
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