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    Hyperscale Data Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

    6/17/25 4:30:32 PM ET
    $GPUS
    Industrial Machinery/Components
    Technology
    Get the next $GPUS alert in real time by email
    false 0000896493 0000896493 2025-06-17 2025-06-17 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2025-06-17 2025-06-17 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2025-06-17 2025-06-17 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): June 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 5.02           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    On June 16, 2025, Milton C. Ault, III, the Executive Chairman of Hyperscale Data, Inc. (the “Company”), informed the Company that he that he will resign as the Company’s Executive Chairman but remain as a director upon the effectiveness of the planned divestiture of the Company’s wholly owned subsidiary, Ault Capital Group, Inc. (“ACG”). As such, the exact date of Mr. Ault’s resignation is currently unknown, although the Company expects to divest itself of ACG on or about December 31, 2025.

     

    Item 7.01Regulation FD Disclosure.

     

    On June 17, 2025, the Company issued a press release announcing Mr. Ault’s intention to step down as an executive officer of the Company. 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.

     

    The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d)Exhibits:

     

    Exhibit No.    Description
    99.1   Press Release issued on June 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).

     

     -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: June 17, 2025

    /s/ Henry Nisser

    Henry Nisser

    President and General Counsel

     

     

    -3-

     

     

     

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