Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 29, 2025
Reporting Period: Event-based (August 29, 2025)
Business Context: The Company entered into a definitive agreement to sell shares of its Class A Common Stock via an "at-the-market" offering.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or debt levels. The primary financial metric disclosed is the potential capital raise:
- Aggregate Offering Price: Up to $125,000,000 in Class A Common Stock.
- Securities Registered: Class A Common Stock (Symbol: GPUS) and 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (Symbol: GPUS PD).
Material Changes
The material change reported is the execution of an At-the-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc. as the sales agent. This agreement allows the Company to sell shares from time to time through an "at-the-market offering" as defined in Rule 415 under the Securities Act of 1933. The offering is pursuant to an effective shelf registration statement (No. 333-288778) declared effective on August 28, 2025.
Guidance, Outlook, and Risks
Management Commentary: The Company retains the right to set sales parameters, including the number of shares, time periods, daily limits, and minimum prices. Both the Company and the Agent may suspend or terminate the agreement at any time upon written notice.
Risks and Contingencies: The filing notes that no offer or sale will occur in any state where such action would be unlawful prior to registration. The Company is designated as an emerging growth company. The filing explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy the shares.
Investor Verification Checklist
- Verify the current market price of Class A Common Stock (GPUS) to assess potential dilution from the $125 million offering.
- Review the full text of the At-the-Market Issuance Sales Agreement (Exhibit 10.1) for specific commission fees and termination clauses.
- Confirm the status of the shelf registration statement (No. 333-288778) and any subsequent amendments.
- Check for any concurrent press releases (Exhibit 99.1) for additional strategic context regarding the use of proceeds.