Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 19, 2025
Reporting Period: Event date of December 19, 2025
Business Context: The Company entered into a material definitive agreement to facilitate an "at-the-market" (ATM) equity offering.
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 the authorization of a new equity issuance program.
- Offering Size: Up to $50,000,000 aggregate offering price.
- Security Type: Class A Common Stock, par value $0.001.
- Trading Symbol: GPUS (NYSE American).
- Sales Agent: Spartan Capital Securities, LLC.
Material Changes
The primary material change reported is the execution of an At-the-Market Issuance Sales Agreement on December 19, 2025. This agreement allows the Company to sell shares from time to time through the sales agent based on market conditions and Company instructions. This action follows the effectiveness of a "shelf" registration statement (No. 333-291595) on December 11, 2025.
Guidance, Outlook, and Risks
Management Commentary: The Company retains the right to set sales parameters, including the number of shares, timing, daily limits, and minimum price thresholds. Both the Company and the Agent may suspend or terminate the agreement at any time upon written notice.
Risks and Contingencies: The filing notes that sales are subject to applicable state and federal laws and NYSE American rules. The prospectus supplement and Sales Agreement (Exhibit 10.1) contain the complete terms and conditions, which are not fully detailed in this summary. The filing explicitly states it does not constitute an offer to sell in jurisdictions where such an offer would be unlawful.
Investor Verification Checklist
- Verify the current market price of GPUS to assess potential dilution impact from the $50 million offering.
- Review the full text of the Sales Agreement (Exhibit 10.1) for specific termination clauses and commission fees.
- Check the Company's recent 10-Q or 10-K filings for current cash balances to understand the necessity of this capital raise.
- Confirm the status of the "shelf" registration statement (No. 333-291595) on the SEC EDGAR database.
- Monitor future 8-K filings for actual sales volumes and proceeds generated under this ATM program.