Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 4, 2025
Reporting Period: Events occurring between May 22, 2025, and June 3, 2025.
Key Financial Metrics and Capital Structure
This filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The document focuses on debt restructuring and equity issuance.
- Debt Instrument: Amended and Restated Convertible Promissory Note (A&R Forbearance Note) valued at $3.5 million.
- Outstanding Equity: 2,801,001 shares of Class A Common Stock as of June 3, 2025.
- Recent Equity Issuance: 573,416 shares of Class A Common Stock issued via conversion of Series B Convertible Preferred Stock.
Material Changes
The filing reports two material events regarding the company's capital structure:
- Debt Extension: On June 3, 2025, the Company amended its $3.5 million A&R Forbearance Note with an institutional investor. The maturity date was extended from May 15, 2025, to June 30, 2025, with the amendment effective retroactively to May 15, 2025.
- Equity Conversion: Between May 22, 2025, and June 3, 2025, approximately 2,088.59 shares of Series B Convertible Preferred Stock were converted into 573,416 shares of Class A Common Stock. These shares were issued under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the context of the debt forbearance. The extension of the forbearance note maturity suggests ongoing liquidity management efforts to avoid immediate default.
Investor Verification Checklist
- Verify the terms of the Amendment to the A&R Forbearance Note (Exhibit 10.1) for any new interest rates, fees, or covenants.
- Confirm the total number of outstanding shares and the impact of the recent conversion on shareholder dilution.
- Assess the Company's ability to repay or refinance the $3.5 million note by the new maturity date of June 30, 2025.
- Review the status of the Series B Convertible Preferred Stock to determine if further conversions are imminent.