Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 25, 2025
Reporting Period: Events occurring on April 22, 2025, and April 23, 2025.
The filing reports a corporate governance action involving the amendment of the Certificate of Designations for the Company's Series B Convertible Preferred Stock. This action relates to a Securities Purchase Agreement entered into on March 31, 2025, with SJC Lending, LLC, for the sale of up to 50,000 shares of Series B Convertible Preferred Stock for a total purchase price of up to $50,000,000.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The only financial figures disclosed relate to the specific capital transaction:
- Series B Preferred Stock Offering: Up to 50,000 shares.
- Total Purchase Price: Up to $50,000,000.
- Conversion Price Floor: $0.40 per share.
- Conversion Price Cap: $10.00 per share.
The filing text does not provide a clear value for the Company's current debt levels, cash position, or operating results.
Material Changes
The primary material change reported is the amendment to the conversion terms of the Series B Convertible Preferred Stock, effective upon filing with the Delaware Secretary of State on April 23, 2025. The Board of Directors unanimously approved this amendment on April 22, 2025.
Amendment Details: The definition of "Conversion Price" was modified to be the greater of:
- $0.40 per share (the "Floor Price"), which is not adjusted for stock dividends, splits, or combinations.
- 75% of the Corporation's lowest Volume Weighted Average Price (VWAP) on any Trading Day during the five Trading Days immediately prior to the date of conversion.
The conversion price is capped at a "Maximum Price" of $10.00 per share, which is subject to adjustment for stock dividends, splits, and combinations.
Guidance, Outlook, and Risks
Management Commentary: The filing provides no forward-looking guidance, outlook, or management commentary regarding future operations or financial performance.
Risks and Contingencies: The filing does not explicitly list new risks or contingencies. However, the amendment to the conversion price introduces specific terms regarding the dilution potential and valuation mechanics for the Series B Preferred Stock holders relative to the Common Stock price.
Unusual Items: The filing is a routine corporate action regarding the amendment of preferred stock designations and does not report unusual items, litigation, or asset impairments.
Investor Verification Checklist
- Verify the full text of the Certificate of Amendment attached as Exhibit 3.1 to confirm all rights and limitations of the Series B stock.
- Confirm the status of the Securities Purchase Agreement with SJC Lending, LLC (e.g., whether the full $50,000,000 has been funded).
- Review the Company's recent stock price history to assess the likelihood of the conversion price hitting the $0.40 floor or the $10.00 cap.
- Check subsequent filings for any updates on the Company's liquidity position following this capital raise.