Hyperscale Data Amends Purchase Agreement

TL;DR

Hyperscale Data just amended a key purchase agreement from June. Details TBD.

AI Summary

Hyperscale Data, Inc. filed an amendment (8-K/A) on November 1, 2024, to its June 21, 2024, 8-K filing. This amendment discloses the execution of a First Supplement and Amendment to a Purchase Agreement, dated November 1, 2024, which amends the original Purchase Agreement from June 20, 2024. The company was formerly known as Ault Alliance, Inc.

Why It Matters

This filing indicates a modification to a previously established purchase agreement, which could impact the terms, conditions, or scope of a significant transaction for Hyperscale Data, Inc.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements can introduce new risks or alter existing ones related to the transaction's execution or financial implications.

Key Players & Entities

• Hyperscale Data, Inc. (company) — Filer
• Ault Alliance, Inc. (company) — Former name of Hyperscale Data, Inc.
• November 1, 2024 (date) — Date of Amendment to Purchase Agreement
• June 20, 2024 (date) — Date of Original Purchase Agreement
• June 21, 2024 (date) — Date of Original Form 8-K filing

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GPUS NYSE American 13.0
• $25 million — (i) increase the Commitment Amount from $25 million to $37.5 million, and (ii) remove the r
• $37.5 m — e Commitment Amount from $25 million to $37.5 million, and (ii) remove the require the
• $37,500,000 — Orion to purchase up to an aggregate of $37,500,000 (the " Commitment Amount ") of shares o

Filing Documents

• z1112408ka1.htm (8-K/A) — 40KB
• ex10_1.htm (EX-10.1) — 28KB
• 0001214659-24-018263.txt ( ) — 302KB
• gpus-20241101.xsd (EX-101.SCH) — 4KB
• gpus-20241101_def.xml (EX-101.DEF) — 29KB
• gpus-20241101_lab.xml (EX-101.LAB) — 36KB
• gpus-20241101_pre.xml (EX-101.PRE) — 26KB
• z1112408ka1_htm.xml (XML) — 7KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 20, 2024 (the " Execution Date "), Ault Alliance, Inc., a Delaware corporation (the " Company ," " we ," " us " or " our "), entered into a purchase agreement (the " ELOC Purchase Agreement ") with Orion Equity Partners, LLC (" Orion "). On November 1, 2024, the Company, Orion and Ascendiant executed the First Supplement and Amendment to Purchase Agreement (the " Amendmen t"). The ELOC Purchase Agreement, as amended by the Amendment, is referred to herein as the " Amended Agreement ." The Amended Agreement provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Orion to purchase up to an aggregate of $37,500,000 (the " Commitment Amount ") of shares of our 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock , par value $0.001 per share (the " Preferred Shares ") over the 36-month term of the Amended Agreement. Under the Amended Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement (as defined in the Amended Agreement), we have the right to present Orion with an advance notice (each, an " Advance Notice ") directing Orion to purchase any amount up to the Maximum Advance Amount (as described below). The Maximum Advance Amount shall equal forty percent (40%) of the average of the Daily Value Traded (as defined in the Amended Agreement) of the Preferred Shares on the ten Trading Days (as defined in the Amended Agreement) immediately preceding an Advance Notice. The number of Preferred Shares that we can issue to Orion from time to time under the Amended Agreement shall be subject to the Ownership Limitation (as defined in the Amended Agreement). We will control the timing and amount of sales of our Preferred Shares to Orion. Orion has no right to require any sales by us, and is obligated to make purchases from us as directed solely by

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 10.1* First Supplement and Amendment to Purchase Agreement dated November 1, 2024, by and among Hyperscale Data, Inc., Orion Equity Partners, LLC and Ascendiant Capital Markets, LLC. 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). __________ * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We will furnish supplementally a copy of any omitted exhibits or schedules to the Securities and Exchange Commission upon request . -3- 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: November 1, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel -4-

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View this 8-K/A filing on SEC EDGAR