Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: October 31, 2025
Reporting Period: Events occurring between October 10, 2025, and October 30, 2025.
Business Overview: The Company is incorporated in Delaware and trades on NYSE American under the symbols GPUS (Class A Common Stock) and GPUS PD (Series D Preferred Stock). It is designated as an emerging growth company.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on capital structure changes and equity issuance.
- Outstanding Shares: As of October 30, 2025, the Company had 323,826,710 shares of Class A Common Stock outstanding.
- Debt Conversion: $1,000,000 of principal and accrued interest under a convertible note was converted into equity.
Material Changes Versus Prior Period
The filing details significant unregistered sales of equity securities and conversions that increased the outstanding share count during late October 2025:
- Class B to Class A Conversion: Between October 10 and October 27, 2025, 10 shares of Class A Common Stock were issued upon conversion of an equal number of Class B Common Stock shares.
- Preferred to Common Conversion: Between October 24 and October 28, 2025, 7,500,000 shares of Class A Common Stock were issued upon conversion of 3,000 shares of Series B Convertible Preferred Stock.
- Note Conversion: On October 28, 2025, 2,500,000 shares of Class A Common Stock were issued upon conversion of $1,000,000 of principal and accrued interest under a convertible note.
All issuances were made in reliance on the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, forward-looking guidance, outlook, or specific risk factors beyond the standard disclosure of unregistered securities sales. No unusual items or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the total dilution impact of the 10,000,001 newly issued shares of Class A Common Stock relative to the 323,826,710 outstanding shares.
- Confirm the conversion rates applied to the Series B Convertible Preferred Stock and the convertible note to ensure accuracy of the share issuance.
- Review the terms of the convertible note to understand the accrued interest component included in the $1,000,000 conversion amount.
- Check subsequent filings for any updated financial statements reflecting the reduction in debt and increase in equity.