Hyperscale Data Files 8-K on Agreements & Equity

TL;DR

Hyperscale Data (GPUS) filed an 8-K detailing new deals and stock sales.

AI Summary

Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) filed an 8-K on December 11, 2024, reporting a material definitive agreement, a direct financial obligation, and unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks and require careful investor scrutiny.

Key Players & Entities

• Hyperscale Data, Inc. (company) — Filer
• Ault Alliance, Inc. (company) — Former company name
• BitNile Holdings, Inc. (company) — Former company name
• Ault Global Holdings, Inc. (company) — Former company name
• 0000896493 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GPUS NYSE American 13.0
• $570,000 — the Purchaser, for a purchase price of $570,000. As of December 11, 2024, the Purchaser
• $47.6 million — res, for an aggregate purchase price of $47.6 million. The Agreement provides that the Purcha
• $75 million — s that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock
• $5,390,000 — ered direct offering to the Investor, a $5,390,000 10% OID Convertible Promissory Note for
• $4,900,000 — 10% OID Convertible Promissory Note for $4,900,000 (the " Old Note "), which transaction c
• $853,067.93 — rtible promissory note in the amount of $853,067.93 (the " Forbearance Note "), consisting
• $502,760 — sting of a forbearance extension fee of $502,760.82, a true-up amount of $339,211.22 and
• $339,211.22 — fee of $502,760.82, a true-up amount of $339,211.22 and forbearance interest of $11,095.89.
• $11,095.89 — $339,211.22 and forbearance interest of $11,095.89. Subject to the approval by the NYSE Am
• $5.47 — ares "), at a conversion price equal to $5.47 (the " Conversion Price "). The Forbear

Filing Documents

• p12112428k.htm (8-K) — 37KB
• ex4_1.htm (EX-4.1) — 130KB
• ex10_1.htm (EX-10.1) — 15KB
• 0001214659-24-020302.txt ( ) — 434KB
• gpus-20241210.xsd (EX-101.SCH) — 4KB
• gpus-20241210_def.xml (EX-101.DEF) — 26KB
• gpus-20241210_lab.xml (EX-101.LAB) — 36KB
• gpus-20241210_pre.xml (EX-101.PRE) — 25KB
• p12112428k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Series C Preferred On December 10, 2024, Hyperscale Data, Inc., a Delaware corporation (the " Company "), pursuant to the Securities Purchase Agreement (the " Agreement ") entered into with Ault & Company, Inc., a Delaware corporation (the " Purchaser ") on November 6, 2023 (the " Execution Date "), sold 50 shares of Series C convertible preferred stock (the " Series C Convertible Preferred Stock "), and warrants (the " Series C Warrants ") to purchase 422 shares (the " Warrant Shares ") of the Company's common stock to the Purchaser, for a purchase price of $570,000. As of December 11, 2024, the Purchaser has purchased an aggregate of 47,600 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 402,069 Warrant Shares, for an aggregate purchase price of $47.6 million. The Agreement provides that the Purchaser may purchase up to $75 million of Series C Convertible Preferred Stock and Series C Warrants in one or more closings. The Purchaser is an affiliate of the Company. The material terms of the Agreement, Series C Convertible Preferred Stock and the Series C Warrants were described in the Form 8-K filed with the Securities and Exchange Commission on November 7, 2023 and are incorporated herein by reference. Forbearance Agreement and Note As previously reported in the Current Report on Form 8-K filed by the Company on July 18, 2024, the Company entered into a note purchase agreement with an institutional investor (the " Investor ") pursuant to which the Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor, a $5,390,000 10% OID Convertible Promissory Note for $4,900,000 (the " Old Note "), which transaction closed on July 19, 2024. The Old Note had a maturity date of October 19, 2024. On December 10, 2024, the Company and the Investor entered into a Forbearance Agreement (the " Forbearance Agreement

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. 2

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. Series C Convertible Preferred Stock, the Series C Warrants and the Forbearance Note described in this Current Report on Form 8-K were offered and sold to the Purchaser and the Investor, as applicable, in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Forbearance Note 10.1 Form of Forbearance Agreement 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). 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: December 11, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel 4

View Full Filing

View this 8-K filing on SEC EDGAR