Hyperscale Data, Inc. Files 8-K on Agreements and Equity Sales

TL;DR

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

AI Summary

Hyperscale Data, Inc. filed an 8-K on February 6, 2025, reporting a material definitive agreement, a direct financial obligation, and unregistered sales of equity securities. The company, formerly known as Ault Alliance, Inc., BitNile Holdings, Inc., and Ault Global Holdings, Inc., is based in Las Vegas, NV.

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 mentions material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

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
• 20250206 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value GPUS NYSE American 13.0
• $1,925,141.71 — ry note in the principal face amount of $1,925,141.71 (the " Note ") in exchange for the canc
• $4.00 — SLAP ") at a fixed conversion price of $4.00 per share (the " Conversion Price "), w
• $0.05 — ), which conversion price represented a $0.05 premium to the closing price of the Com

Filing Documents

• g262508k.htm (8-K) — 32KB
• ex4_1.htm (EX-4.1) — 90KB
• ex10_1.htm (EX-10.1) — 44KB
• 0001214659-25-002119.txt ( ) — 420KB
• gpus-20250206.xsd (EX-101.SCH) — 4KB
• gpus-20250206_def.xml (EX-101.DEF) — 29KB
• gpus-20250206_lab.xml (EX-101.LAB) — 36KB
• gpus-20250206_pre.xml (EX-101.PRE) — 26KB
• g262508k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2025 (the " Closing Date "), Hyperscale Data, Inc., a Delaware corporation (the " Company ") entered into an Exchange Agreement (the " Agreement ") with Orchid Finance LLC, a Nevada limited liability company (the " Investor "), pursuant to which the Company issued to the Investor a convertible promissory note in the principal face amount of $1,925,141.71 (the " Note ") in exchange for the cancellation of the outstanding term note issued by the Company to the Investor on April 29, 2024 (the " Original Note "), which Original Note, as of the Closing Date, had outstanding principal and accrued but unpaid interest of $1,925,141.71 (the " Transaction "). Description of the Note The Note has a principal face amount of $1,925,141.71. The Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Note) occurs, at which time the Note would accrue interest at 18% per annum. The Note will mature on May 5, 2025. The Note is convertible into shares (the " Conversion Shares ") of the Company's class A common stock, par value $0.001 per share (the " Common Stock ") at any time after NYSE American approval of the Supplemental Listing Application (the " SLAP ") at a fixed conversion price of $4.00 per share (the " Conversion Price "), which conversion price represented a $0.05 premium to the closing price of the Common Stock on the Closing Date. The Conversion Price is only subject to adjustment in the event that the Company does a stock split or similar transaction of the Common Stock. The Note contains standard and customary events of default including, but not limited to, failure to pay amounts due under the Note when required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall the

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

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.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note described in this Current Report on Form 8-K was offered and issued to the Investor in reliance upon exemption from the registration requirements under Section 3(a)(9) 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 Note. 10.1 Exchange Agreement, dated February 5, 2025, by and between the Company and the Investor. 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). -2- 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: February 6, 2025 /s/ Henry Nisser Henry Nisser President and General Counsel -3-

View Full Filing

View this 8-K filing on SEC EDGAR