Hyperscale Data, Inc. Files 8-K

TL;DR

Hyperscale Data, Inc. (fka Ault Alliance) filed a material definitive agreement 8-K on 12/23/24.

AI Summary

Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) filed an 8-K on December 23, 2024, reporting a material definitive agreement. The company, previously known as BitNile Holdings, Inc. and Ault Global Holdings, Inc., is incorporated in Delaware and headquartered in Las Vegas, Nevada.

Why It Matters

This filing indicates a significant event or agreement for Hyperscale Data, Inc., which could impact its business operations and stock value.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement, without immediate negative or positive financial disclosures.

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
• 11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240, LAS VEGAS, NV 89141 (location) — Business and Mail Address
• 20241223 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value GPUS NYSE American 13.0
• $25,000,000.00 — ") for a total purchase price of up to $25,000,000.00 (the " Financing "). The Purchaser is
• $1,000.00 — e Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Commo
• $0.10 — rsion price equal to the greater of (i) $0.10 per share (the " Floor Price "), and (i
• $6 — or Price "), and (ii) the lesser of (A) $6.74, which represents 105% of the volume
• $5.38 — titled to cast, shall not be lower than $5.38 (the " Voting Floor Price "), which rep
• $95.00 — dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value pe
• $120.00 — ncrease to 12% per annum (equivalent to $120.00 per annum per share) and will be paid e
• $5.92 — . The exercise price of the Warrants is $5.92 (the " Exercise Price ") and the number

Filing Documents

• e12222408k.htm (8-K) — 48KB
• ex4_1.htm (EX-4.1) — 116KB
• ex10_1.htm (EX-10.1) — 262KB
• ex10_2.htm (EX-10.2) — 64KB
• ex99_1.htm (EX-99.1) — 14KB
• hyperscaledata_logo.jpg (GRAPHIC) — 23KB
• 0001214659-24-020833.txt ( ) — 881KB
• gpus-20241223.xsd (EX-101.SCH) — 4KB
• gpus-20241223_def.xml (EX-101.DEF) — 29KB
• gpus-20241223_lab.xml (EX-101.LAB) — 36KB
• gpus-20241223_pre.xml (EX-101.PRE) — 26KB
• e12222408k_htm.xml (XML) — 6KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 21, 2024 (the " Execution Date "), Hyperscale Data, Inc., a Delaware corporation (the " Company ") entered into a Securities Purchase Agreement (the " Agreement ") with Ault & Company, Inc., a Delaware corporation (the " Purchaser "), pursuant to which the Company agreed to sell to the Purchaser up to 25,000 shares of Series G convertible preferred stock (the " Series G Convertible Preferred Stock "), and warrants (the " Series G Warrants ") to purchase shares of the Company's Class A common stock, par value $0.001 per share (the " Common Stock ") for a total purchase price of up to $25,000,000.00 (the " Financing "). The Purchaser is an affiliate of the Company. The consummation of the transactions contemplated by the Agreement, specifically the conversion of the Series G Convertible Preferred Stock and the exercise of the Series G Warrants in an aggregate number in excess of 19.99% on the execution date of the Agreement, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined). In addition to customary closing conditions, the closing of the Financing is also conditioned upon the receipt by the Purchaser of financing to consummate the transaction. The Agreement contains customary termination provisions for the Purchaser under certain circumstances, and the Agreement shall automatically terminate if the closing has not occurred prior to December 31, 2025, though such date may be extended by the Purchaser as set forth in the Agreement. The Agreement provides that the Financing may be conducted through one or more closings. The material terms of the Agreement, Series G Convertible Preferred Stock and the Series G Warrants are summarized below. Description of the Series G Convertible Preferred Stock Conversion Rights Each share of Series G Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into share

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On December 23, 2024, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. 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 "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.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit No. Description 4.1 Form of Certificate of Designations of Preferences, Rights and Limitations of Series G Convertible Preferred Stock. 10.1 Securities Purchase Agreement, dated December 21, 2024. 10.2 Form of Warrant. 99.1 Press Release issued on December 23, 2024. 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). 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 23, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel

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View this 8-K filing on SEC EDGAR