Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 13, 2026
Reporting Period: Event date of February 13, 2026.
Business Context: The Company entered into an At-the-Market (ATM) Issuance Sales Agreement to sell shares of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Key Financial Metrics
Capital Raise Details:
- Instrument: 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (Trading Symbol: GPUS PD).
- Aggregate Offering Price: Up to $35,359,675 (noted as $35,359.675 in text, context implies millions based on prospectus supplement reference of $35,400,000).
- Sales Agent: Wilson-Davis & Co., Inc. (Note: Exhibit 10.1 description lists Spartan Capital Securities, LLC).
- Method: "At the market offering" pursuant to Rule 415 under the Securities Act of 1933.
Other Metrics:
- Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational or balance sheet metrics.
Material Changes
This filing reports a material definitive agreement rather than a change in historical financial performance. The primary change is the authorization to sell up to approximately $35.4 million of Preferred Stock via an ATM facility, utilizing an effective shelf registration statement (No. 333-291595) declared effective on December 11, 2025.
Guidance, Outlook, and Risks
Management Commentary: The Company retains the right to set sales parameters, including the number of shares, time periods, daily limits, and minimum prices. Both the Company and the Agent may suspend or terminate the agreement at any time upon written notice.
Risks and Contingencies:
- Market Conditions: Sales are subject to the Agent's commercially reasonable efforts and normal trading practices.
- Regulatory Compliance: Sales are subject to applicable state and federal laws and NYSE American rules.
- Termination: The agreement can be terminated by either party at their sole discretion.
Investor Verification Checklist
- Offering Size Discrepancy: Verify the exact aggregate offering price, as the text cites "$35,359.675" in one instance and "$35,400,000" in the prospectus supplement reference.
- Sales Agent Identity: Confirm the correct sales agent, as the narrative names "Wilson-Davis & Co., Inc." while Exhibit 10.1 references "Spartan Capital Securities, LLC."
- Preferred Stock Terms: Review the full Sales Agreement (Exhibit 10.1) for specific redemption rights, dividend payment schedules, and liquidation preferences of the Series D stock.
- Use of Proceeds: Determine how the Company intends to utilize the proceeds from the ATM offering, as this is not detailed in the 8-K summary.