Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 3, 2025
Event Date: September 2, 2025
Context: The Company reported the execution of a material definitive agreement and the sale of unregistered equity securities to an affiliate.
Key Financial Metrics
This filing does not contain comprehensive financial statements (revenue, profit, cash flow, margins, or debt levels). The specific financial transaction reported is:
- Capital Raised: $4,000,000
- Instrument: 4,000 shares of Series H Convertible Preferred Stock
- Purchase Price per Share: $1,000
- Total Facility Size: Up to $100 million available under the Securities Purchase Agreement
Material Changes
The primary material change is the first closing under a Securities Purchase Agreement entered into on July 31, 2025, with Ault & Company, Inc. (an affiliate of the Company). This transaction represents the initial tranche of a potential $100 million capital raise.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful execution of the first purchase under the existing agreement. Detailed terms were previously disclosed in an August 1, 2025, Form 8-K.
Risks and Contingencies: The sale of the Series H Convertible Preferred Stock was conducted in reliance upon the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933. No specific forward-looking guidance or risk factors were detailed in this specific report beyond the incorporation of prior disclosures.
Investor Verification Checklist
- Verify the full terms of the Series H Convertible Preferred Stock (conversion rate, dividend rights, redemption features) in the August 1, 2025, Form 8-K.
- Confirm the relationship and potential conflicts of interest with the Purchaser, Ault & Company, Inc., as an affiliate.
- Assess the Company's capitalization table to understand the dilution impact of the remaining $96 million available under the agreement.
- Review the use of proceeds for the $4 million raised to determine if it aligns with stated strategic objectives.