Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 6, 2024
Reporting Period: Event date December 4, 2024
The filing reports the execution of a material definitive agreement under a pre-existing Securities Purchase Agreement dated November 6, 2023, with an affiliate, Ault & Company, Inc.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins). It reports specific capital raising activity:
- Transaction Date: December 4, 2024
- Securities Sold: 570 shares of Series C Convertible Preferred Stock and warrants to purchase 4,815 shares of common stock.
- Transaction Proceeds: $570,000
- Cumulative Proceeds (since Nov 2023): $47.55 million
- Cumulative Securities Issued: 47,550 shares of Series C Convertible Preferred Stock and warrants for 401,647 common shares.
- Total Facility Size: Up to $75 million available for purchase under the agreement.
Material Changes
The filing details a specific tranche of equity issuance under an existing agreement. There is no prior comparable period data provided within this document to assess changes in operating metrics. The material change is the increase in outstanding Series C Convertible Preferred Stock and warrants, and the corresponding cash inflow of $570,000.
Outlook, Risks, and Unusual Items
- Management Commentary: The filing confirms the continuation of the capital raise program with an affiliate. No forward-looking guidance on revenue or earnings is provided.
- Risks/Contingencies: The securities were sold in reliance on the Section 4(a)(2) exemption from registration requirements under the Securities Act of 1933.
- Unusual Items: The transaction involves an affiliate of the Company, which may present related-party transaction considerations.
Investor Verification Checklist
- Verify the total number of outstanding Series C Convertible Preferred Stock shares and the conversion terms.
- Confirm the remaining capacity under the $75 million Securities Purchase Agreement.
- Review the November 7, 2023 Form 8-K for the full material terms of the Series C Convertible Preferred Stock and Warrants.
- Assess the impact of the affiliate relationship with Ault & Company, Inc. on corporate governance.