SEC Form 4 filed by Executive Chairman Ault Milton C Iii
$GPUS
Industrial Machinery/Components
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hyperscale Data, Inc. [ GPUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (1) | 10/04/2024 | A | 350 | 10/04/2024 | (2) | Common Stock | (3) | $1,000 | 44,650 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 10/04/2024 | A | 2,956(4) | 04/04/2025 | 10/04/2029 | Common Stock | 2,956(4) | $0.00 | 377,148(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 10/10/2024 | A | 500 | 10/10/2024 | (2) | Common Stock | (3) | $1,000 | 45,150 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 10/10/2024 | A | 4,223(4) | 04/10/2025 | 10/10/2029 | Common Stock | 4,223(4) | $0.00 | 381,371(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 10/18/2024 | A | 450 | 10/18/2024 | (2) | Common Stock | (3) | $1,000 | 45,600 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 10/18/2024 | A | 3,801(4) | 04/18/2025 | 10/18/2029 | Common Stock | 3,801(4) | $0.00 | 385,172(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 10/22/2024 | A | 100 | 10/22/2024 | (2) | Common Stock | (3) | $1,000 | 45,700 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 10/22/2024 | A | 845(4) | 04/22/2025 | 10/22/2029 | Common Stock | 845(4) | $0.00 | 386,017(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 11/13/2024 | A | 95 | 11/13/2024 | (2) | Common Stock | (3) | $1,000 | 45,795 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 11/13/2024 | A | 802(4) | 05/13/2025 | 11/13/2029 | Common Stock | 802(4) | $0.00 | 386,819(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 11/15/2024 | A | 735 | 11/15/2024 | (2) | Common Stock | (3) | $1,000 | 46,530 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 11/15/2024 | A | 6,208(4) | 05/15/2025 | 11/15/2029 | Common Stock | 6,208(4) | $0.00 | 393,027(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 11/19/2024 | A | 400 | 11/19/2024 | (2) | Common Stock | (3) | $1,000 | 46,930 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 11/19/2024 | A | 3,379(4) | 05/19/2025 | 11/19/2029 | Common Stock | 3,379(4) | $0.00 | 396,406(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 11/21/2024 | A | 50 | 11/21/2024 | (2) | Common Stock | (3) | $1,000 | 46,980 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 11/21/2024 | A | 422(4) | 05/21/2025 | 11/21/2029 | Common Stock | 422(4) | $0.00 | 396,828(4) | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 12/04/2024 | A | 570 | 12/04/2024 | (2) | Common Stock | (3) | $1,000 | 47,550 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 12/04/2024 | A | 4,815 | 06/04/2025 | 12/04/2029 | Common Stock | 4,815 | $0.00 | 401,643 | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 12/10/2024 | A | 50 | 12/10/2024 | (2) | Common Stock | (3) | $1,000 | 47,600 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 12/10/2024 | A | 422 | 06/10/2025 | 12/10/2029 | Common Stock | 422 | $0.00 | 402,065 | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 12/12/2024 | A | 500 | 12/12/2024 | (2) | Common Stock | (3) | $1,000 | 48,100 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 12/12/2024 | A | 4,223 | 06/12/2025 | 12/12/2029 | Common Stock | 4,223 | $0.00 | 406,288 | I | By Ault & Company, Inc.(5) | |||
| Class B Common Stock | $0.00 | 12/16/2024 | A | 4,234,561 | 12/16/2024 | (6) | Common Stock | 4,234,561 | $0.00(7) | 4,234,561 | I | By Ault & Company, Inc.(5) | |||
| Series C Convertible Preferred Stock | (1) | 12/20/2024 | A | 1,900 | 12/20/2024 | (2) | Common Stock | (3) | $1,000 | 50,000 | I | By Ault & Company, Inc.(5) | |||
| Series C Warrants | $118.3875 | 12/20/2024 | A | 16,049 | 06/20/2025 | 12/20/2029 | Common Stock | 16,049 | $0.00 | 422,337 | I | By Ault & Company, Inc.(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $306.25 or (B) 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion (the "Conversion Price"). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. |
| 2. The Series C Convertible Preferred Stock has no expiration date. |
| 3. As of June 20, 2025, the Conversion Price was $1.0721 per share, so each share of Series C Convertible Preferred Stock is convertible into approximately 932.75 shares of Common Stock. |
| 4. All price and ownership figures have been adjusted for the 1-for-35 reverse stock split on November 22, 2024. |
| 5. Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co. |
| 6. The Class B Common Stock does not expire. |
| 7. Received as stock dividend from Issuer. |
| Remarks: |
| Mr. Ault, Chief Executive Officer of Ault & Co., is a director of the Issuer. For purposes of Section 16 of the Exchange Act, Ault & Co. may be deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer. Each share of Class B Common Stock carries 10 times the voting power of a share of Class A Common Stock. |
| /s/ Milton C. Ault, III | 06/20/2025 | |
| /s/ Milton C. Ault, III, Chief Executive Officer of Ault & Company, Inc. | 06/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||