Business Context and Reporting Period
Company: Hyperscale Data, Inc. (NYSE American: GPUS, GPUS PD)
Filing Type: Form 8-K (Current Report)
Date of Report: December 2, 2025
Event: Entry into a Material Definitive Agreement and creation of a direct financial obligation.
Key Financial Metrics and Transaction Details
This filing details a new debt financing transaction rather than periodic operating results. Key metrics include:
- Principal Amount Borrowed: $12,768,000
- Original Issue Discount (OID): $768,000 (included in the aggregate amount)
- Interest Rate: 12.5% per annum, payable monthly in arrears
- Maturity Date: November 30, 2027
- Collateral: Bitcoin with a U.S. dollar value of $15,960,000 to be deposited in a controlled crypto asset account.
- Security Interest: Secured by a Second Priority Future Advance Mortgage on real estate in Dowagiac, Michigan, and a Subordination Agreement regarding obligations to Ault Lending.
Material Changes and Agreement Terms
The Company entered into a Note Purchase Agreement with JGB Capital, LP and affiliates. This transaction amends a prior Loan and Guaranty Agreement dated December 14, 2023, via a Seventh Amendment. Material terms include:
- Conversion Rights: Notes are convertible into Class A Common Stock. The conversion price is the lower of $0.3235 or 85% of the lowest daily volume-weighted average price (VWAP) during the three trading days preceding conversion, subject to a floor price of $0.30.
- Redemption Option: Beginning 120 days after closing, if the conversion price falls below the floor price, investors may require the Company to redeem up to $250,000 of principal per month.
- Prepayment: The Company may prepay all outstanding principal and accrued interest commencing on the first anniversary of the closing date, subject to conditions.
- Proceeds Handling: Net proceeds are held in a segregated account at JP Morgan Chase until the crypto collateral account is established.
Guidance, Risks, and Contingencies
Registration Rights: The Company must file a Form S-3 registration statement within 30 days of closing to allow investors to resell conversion shares, with an effectiveness target of 60 days. No other registration statements may be filed until this one is effective, except for customary "at-the-market" offerings.
Exchange Approval: Issuance of conversion shares is contingent upon approval by the NYSE American.
Risks: The agreement contains standard events of default, including failure to make payments, covenant breaches, or bankruptcy. The use of Bitcoin as collateral introduces volatility risk, though the collateral value ($15.96M) exceeds the principal ($12.77M).
Investor Verification Checklist
- Verify the establishment of the Crypto Account and the deposit of $15,960,000 in Bitcoin as collateral.
- Monitor the filing and effectiveness of the Form S-3 registration statement for resale of conversion shares.
- Review the impact of the 12.5% interest rate and monthly payments on the Company's liquidity and cash flow.
- Assess the dilution potential given the conversion price floor of $0.30 and the potential for redemption if the stock price remains low.
- Confirm the status of the Second Priority Mortgage on the Dowagiac, Michigan property.