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    Hyperscale Data Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    5/5/25 4:30:43 PM ET
    $GPUS
    Industrial Machinery/Components
    Technology
    Get the next $GPUS alert in real time by email
    false 0000896493 0000896493 2025-05-05 2025-05-05 0000896493 GPUS:ClassCommonStock0.001ParValueMember 2025-05-05 2025-05-05 0000896493 GPUS:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember 2025-05-05 2025-05-05 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):  May 5, 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 2.02Results of Operations and Financial Condition.

     

    On May 5, 2025, Hyperscale Data, Inc. (the “Company”) issued a press release announcing its unaudited revenue for the three months ended March 31, 2025 and provided guidance on projected revenue for the fiscal year ending December 31, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     

    The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.

     

    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.

     

    Where You Can Find Additional Information

     

    Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d)Exhibits:

     

    Exhibit No.    Description
    99.1   Press Release issued on May 5, 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: May 5, 2025 /s/ Henry Nisser  
     

    Henry Nisser

    President and General Counsel

     

     

     

    -3-

     

     

     

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