Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: September 29, 2025
Reporting Period: Events occurring between September 18, 2025, and September 26, 2025.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on equity transactions.
Material Changes
The Company reported the following unregistered sales of equity securities under Item 3.02:
- Preferred to Common Conversion: Between September 18, 2025, and September 26, 2025, the Company issued 9,512,105 shares of Class A Common Stock upon the conversion of approximately 3,804.84 shares of Series B Convertible Preferred Stock.
- Common to Common Conversion: On September 22, 2025, the Company issued one share of Class A Common Stock upon conversion of one share of Class B Common Stock.
- Outstanding Shares: As of September 26, 2025, the total number of Class A Common Stock shares outstanding was 109,215,633.
- Regulatory Basis: These shares were offered and sold 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, financial guidance, outlook, specific risk factors, or contingencies related to future operations. The document is a procedural report of equity conversions.
Investor Verification Checklist
- Verify the impact of the 9,512,105 new shares on existing shareholder dilution.
- Confirm the terms of the Series B Convertible Preferred Stock that triggered the conversion.
- Review the updated capitalization table to reflect the 109,215,633 outstanding Class A shares.
- Check for any subsequent filings regarding the valuation of the converted securities.