Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 10, 2025
Reporting Period: Event-based report regarding corporate governance amendments effective February 10, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a corporate amendment to preferred stock terms.
Material Changes
- Amendment to Series G Preferred Stock: The Company amended the Certificate of Designation of Preferences, Rights and Limitations for its Series G Convertible Preferred Stock.
- Voting Floor Price Adjustment: The "Voting Floor Price" was amended from $5.38 to $6.244.
- Background: This amendment relates to a Securities Purchase Agreement executed on December 21, 2024, with Ault & Company, Inc., for the sale of up to 25,000 shares of Series G Convertible Preferred Stock and warrants for a total purchase price of up to $25,000,000.
- Approval: The amendment was approved by the holder of the outstanding Series G stock and the Board of Directors on February 5, 2025, and became effective upon filing with the Delaware Secretary of State on February 10, 2025.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard incorporation by reference of the full Certificate of Amendment text. No unusual items or contingencies were disclosed in this specific report.
Investor Verification Checklist
- Verify the full text of the Certificate of Amendment (Exhibit 3.1) to understand all modified rights and limitations of the Series G stock.
- Confirm the current trading price of Class A Common Stock (Symbol: GPUS) relative to the new Voting Floor Price of $6.244.
- Review the December 23, 2024, Form 8-K to understand the original terms of the $25 million Securities Purchase Agreement with Ault & Company, Inc.
- Check subsequent filings for any impact of this amendment on the Company's capital structure or voting control.