Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 9, 2025
Event Date: April 8, 2025
Context: The Company reported the creation of a direct financial obligation through the issuance of a convertible promissory note to Jorico, LLC.
Key Financial Metrics
This filing details a specific financing transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Principal Face Amount: $110,000
- Cash Proceeds Received: $100,000
- Original Issue Discount (OID): 10%
- Interest Rate: 15% per annum (increases to 18% per annum upon an event of default)
- Maturity Date: September 30, 2025
- Conversion Price Floor: $0.45 per share
Note: The filing text does not provide clear values for total revenue, net profit, operating cash flow, gross margins, total debt, or liquidity ratios as of the reporting date.
Material Changes
The primary material change is the incurrence of new debt and the potential dilution of existing shareholders:
- Debt Obligation: The Company now owes $110,000 in principal plus accrued interest to Jorico, LLC.
- Equity Dilution Potential: The note is convertible into Class A Common Stock. The conversion price is the greater of $0.45 or 75% of the Volume Weighted Average Price (VWAP) calculated over specific five-day periods prior to closing or conversion.
- Liquidity Impact: The Company received $100,000 in immediate cash proceeds.
Outlook, Risks, and Contingencies
- Default Risk: Failure to pay amounts due, deliver conversion shares, or comply with covenants will trigger an event of default, increasing the interest rate to 18% per annum.
- Conversion Timing: Conversion into shares is contingent upon NYSE American approval of a Supplemental Listing Application (SLAP).
- Regulatory Status: The securities were issued under Section 4(a)(2) of the Securities Act of 1933 as an unregistered sale. The filing explicitly states it is not an offer to sell the conversion shares in jurisdictions where such an offer would be unlawful without registration.
- Emerging Growth Company: The registrant is identified as an emerging growth company.
Investor Verification Checklist
- Verify the current market price of Class A Common Stock (GPUS) against the $0.45 conversion floor to assess immediate dilution risk.
- Confirm the status of the Supplemental Listing Application (SLAP) with NYSE American, as conversion is blocked until approval.
- Review the full text of the Note (Exhibit 4.1) for specific covenants and detailed default triggers.
- Assess the Company's ability to service the 15% interest rate and repay the $110,000 principal by September 30, 2025.
- Check for any subsequent filings regarding the use of the $100,000 proceeds.