Hyperscale Data, Inc. Files 8-K for Material Agreement

TL;DR

Hyperscale Data, Inc. (formerly Ault Alliance) filed an 8-K for a material agreement. Big moves coming.

AI Summary

Hyperscale Data, Inc. (formerly Ault Alliance, Inc., BitNile Holdings, Inc., and Ault Global Holdings, Inc.) filed an 8-K on August 29, 2025. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing signals a significant development for Hyperscale Data, Inc., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, but lacks specific details on the nature of the agreement.

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
• 20250829 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value GPUS NYSE American 13.0
• $125,000,000 — ng an aggregate offering price of up to $125,000,000 (the " Shares ") from time to time, thr

Filing Documents

• z8282518k.htm (8-K) — 34KB
• ex5_1.htm (EX-5.1) — 10KB
• ex10_1.htm (EX-10.1) — 243KB
• ex99_1.htm (EX-99.1) — 13KB
• hyperscaledata_logo.jpg (GRAPHIC) — 23KB
• olshan_footer.jpg (GRAPHIC) — 5KB
• olshanaddress_header.jpg (GRAPHIC) — 10KB
• olshanlogo_header.jpg (GRAPHIC) — 7KB
• olshanwebaddy_footer.jpg (GRAPHIC) — 6KB
• 0001214659-25-013112.txt ( ) — 643KB
• gpus-20250829.xsd (EX-101.SCH) — 4KB
• gpus-20250829_def.xml (EX-101.DEF) — 26KB
• gpus-20250829_lab.xml (EX-101.LAB) — 36KB
• gpus-20250829_pre.xml (EX-101.PRE) — 25KB
• z8282518k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 29, 2025, Hyperscale Data, Inc. (the " Company ") entered into an At-the-Market Issuance Sales Agreement (the " Sales Agreement ") with Wilson-Davis & Co., Inc., as sales agent (the " Agent ") to sell shares of its Class A common stock, par value $0.001 (the " Common Stock "), having an aggregate offering price of up to $125,000,000 (the " Shares ") from time to time, through an "at the market offering" (the " ATM Offering ") as defined in Rule 415 under the Securities Act of 1933, as amended (the " Securities Act "). On August 29, 2025, the Company filed a prospectus supplement with the Securities and Exchange Commission (" SEC ") relating to the offer and sale of up to $125,000,000 of Common Stock in the ATM Offering. The offer and sale of the Shares will be made pursuant to the Company's effective "shelf" registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-288778) filed with the SEC on July 18, 2025, and declared effective by the SEC on August 28, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company's instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in one t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 29, 2025, the Company issued a press release announcing the filing of the prospectus supplement and entry into the Sales Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 5.1 Opinion of Olshan Frome Wolosky LLP. 10.1 At-the-Market Issuance Sales Agreement, dated August 29, 2025, with Wilson-Davis & Co., Inc. 23.1 Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1). 99.1 Press Release 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: August 29, 2025 /s/ Henry Nisser Henry Nisser President and General Counsel -3-

View Full Filing

View this 8-K filing on SEC EDGAR