Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: July 1, 2025
Reporting Period: Events occurring between June 23, 2025, and July 1, 2025.
Business Overview: The Company is incorporated in Delaware and trades on the 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 liquidity ratios. The report focuses exclusively on capital structure changes resulting from security conversions.
| Metric | Value |
|---|---|
| Class A Common Stock Outstanding (as of July 1, 2025) | 15,144,926 shares |
| Total Convertible Notes Converted | $6,979,677 ($4,180,525 + $2,799,152) |
Material Changes
The filing reports significant unregistered sales of equity securities via conversions during the week of June 23, 2025, to July 1, 2025:
- Convertible Notes (Series 1): Issued 2,820,792 shares of Class A Common Stock upon conversion of $4,180,525 of outstanding convertible notes (June 23–July 1). Relied on Section 4(a)(2) exemption.
- Series B Preferred Stock: Issued 3,042,581 shares of Class A Common Stock upon conversion of approximately 3,093.27 shares of Series B Convertible Preferred Stock (June 24–July 1). Relied on Section 4(a)(2) exemption.
- Class B Common Stock: Issued 110 shares of Class A Common Stock upon conversion of 110 shares of Class B Common Stock (June 24). Relied on Section 4(a)(2) exemption.
- Convertible Notes (Series 2): Issued 2,670,153 shares of Class A Common Stock upon conversion of $2,799,152 of outstanding convertible notes (June 26–July 1). Relied on Section 3(a)(9) exemption.
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 reliance on exemptions from registration requirements under the Securities Act of 1933.
Investor Verification Checklist
- Verify the total dilution impact of the 8,533,636 newly issued shares of Class A Common Stock.
- Confirm the reduction in outstanding debt obligations following the conversion of approximately $6.98 million in convertible notes.
- Review the updated capitalization table to understand the remaining balance of Series B Convertible Preferred Stock and other debt instruments.
- Check subsequent filings for any registration statements (e.g., Form S-1 or S-3) intended to register these previously unregistered shares for public resale.