Hyperscale Data, INC. 8-K Filing

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value GPUS NYSE American 13.0
• $12,768,000 — to the Agreement, the Company borrowed $12,768,000 from the Investors and issued secured c
• $768,000 — includes an original issue discount of $768,000 (collectively, the " Convertible Notes
• $15,960,000 — t Bitcoin having a U.S. dollar value of $15,960,000 therein as collateral for the loans mad
• $0.3235 — date shall be equal to the lower of (x) $0.3235 and (y) 85% of the lowest daily volume-
• $0 — where the " Floor Price " is defined as $0.30, subject to adjustment for forward s
• $250,000 — ny, require the Company to redeem up to $250,000 of the outstanding principal of the Con

Filing Documents

• o1222508k.htm (8-K) — 43KB
• ex4_1.htm (EX-4.1) — 93KB
• ex10_1.htm (EX-10.1) — 288KB
• ex10_2.htm (EX-10.2) — 50KB
• ex10_3.htm (EX-10.3) — 77KB
• ex10_4.htm (EX-10.4) — 68KB
• 0001214659-25-017512.txt ( ) — 972KB
• gpus-20251202.xsd (EX-101.SCH) — 4KB
• gpus-20251202_def.xml (EX-101.DEF) — 26KB
• gpus-20251202_lab.xml (EX-101.LAB) — 36KB
• gpus-20251202_pre.xml (EX-101.PRE) — 25KB
• o1222508k_htm.xml (XML) — 6KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 2, 2025 (the " Closing Date "), Hyperscale Data, Inc., a Delaware corporation (the " Company "), along with its direct and indirect wholly owned subsidiaries Sentinum, Inc. (" Sentinum ") and Alliance Cloud Services, LLC (" ACS " and collectively with Sentinum, the " Guarantors "), entered into a Note Purchase Agreement (the " Agreement ") with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the " Investors ") as well as JGB Collateral, LLC (the " Agent "). Pursuant to the Agreement, the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount, which includes an original issue discount of $768,000 (collectively, the " Convertible Notes "). On December 14, 2023, Ault & Company, Inc., an affiliate of the Company (" A&C "), the Company, the Guarantors, Ault Lending, LLC, a subsidiary of the Company (" Ault Lending "), and certain affiliated entities (the " Company Affiliates ") entered into a Loan and Guaranty Agreement (the " Loan Agreement ") with certain of the Investors and an affiliate thereof (collectively, the " Investor Affiliates "). In connection with the entry into the Agreement, the foregoing parties and certain Company Affiliates entered into the Seventh Amendment and Guarantor Joinder to Loan and Guaranty Agreement (the " Seventh Amendment ") with the Investor Affiliates, which Seventh Amendment amended the Loan Agreement. In addition, ACS and the Agent entered into a Second Priority Future Advance Mortgage (Commercial Property) dated of even date with the Agreement (the " Second Mortgage "), which constitutes a supplement to the Future Advance Mortgage (Commercial Property) dated December 14, 2023 entered into by ACS and the Agent in connection with the Loan Agreement on the real estate property owned by ACS in Dowagiac, Michigan. Further, in connection with the entry into t

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 information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.

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.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits: Exhibit No. Description 4.1 Form of Convertible Note 10.1 Form of Agreement 10.2 Form of Seventh Amendment 10.3 Form of Second Mortgage 10.4 Form of Subordination 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 2, 2025 /s/ Henry Nisser Henry Nisser President and General Counsel -4-

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