SEC Form NT 10-Q filed by Hyperscale Data Inc.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-12711

NOTIFICATION OF LATE FILING

For Period Ended: September 30, 2025

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: ________________________

PART I

REGISTRANT INFORMATION

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the fiscal quarter ended September 30, 2025 has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant.

Part IV

Other Information

(1) Name and telephone number of person to contact in regard to this notification

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes     ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes     ¨ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant’s revenue was approximately $75 million for the nine months ended September 30, 2025, a decrease of 14% from the $87 million for the nine months ended September 30, 2024. The Registrant’s loss from operations was approximately $31 million for the nine months ended September 30, 2025, compared to approximately $48 million for the nine months ended September 30, 2024.

The Registrant had a decrease in its digital assets mining operations of approximately $9 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, due primarily to the April 2024 Bitcoin halving event that occurred on the Bitcoin network. Revenue for the nine months ended September 30, 2025 included revenue from lending and trading activities of approximately $2 million, compared to $5 million for the nine months ended September 30, 2024. Revenue for the nine months ended September 30, 2025 included approximately $35 million from its majority owned subsidiary, Circle 8 Crane Services, LLC, a decrease of 5% from $37 million for the nine months ended September 30, 2024. The Registrant had approximately $15 million in revenue from its hotel and real estate operations an increase of 7% from $14 million for the nine months ended September 30, 2024.

The Registrant’s operating expenses decreased to approximately $58 million for the nine months ended September 30, 2025, representing a decrease of approximately $23 million, compared to approximately $71 million for the nine months ended September 30, 2024. The decrease in operating expenses was due to an approximate $20 million decrease in impairment of goodwill and intangible assets, an approximate $4 million decrease in general and administrative expenses, an approximate $3 million decrease in research and development expenses, partially offset by an approximate $3 million increase in selling and marketing expenses due to higher advertising and promotion costs. The decrease in general and administrative expenses was primarily driven by the deconsolidation of Avalanche International Corp. and Eco Pack Technologies Limited, the completion and wind-down of Ault Disruptive Technologies Corporation following the full redemption of its public shares, and a reduction in stock-based compensation expense.

The Registrant’s estimated net loss available to common stockholders was approximately $43 million for the nine months ended September 30, 2025, compared to approximately $60 million for the nine months ended September 30, 2024.

HYPERSCALE DATA, INC.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

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