Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 7, 2025
Reporting Period: Event date November 7, 2025
The filing reports an amendment to a Securities Purchase Agreement (SPA) originally executed on July 31, 2025, with Ault & Company, Inc. The agreement involves the sale of up to 100,000 shares of Series H Convertible Preferred Stock for a total purchase price of up to $100,000,000.
Key Financial Metrics
This filing is a current report regarding a contractual amendment and does not contain audited financial statements, revenue, profit, cash flow, or margin data.
- Transaction Value: Up to $100,000,000.00 (Series H Convertible Preferred Stock).
- Debt/Liquidity: The filing text does not provide a clear value for current debt levels or liquidity metrics.
Material Changes
The primary material change is the extension of the closing timeline for the Series H Convertible Preferred Stock issuance:
- Previous Status: Original SPA executed July 31, 2025.
- Amendment Date: November 7, 2025.
- New Closing Date: The closing date is now the later of (i) December 31, 2027, or (ii) one year following the date the Company completes actions to enable the issuance of Common Stock to holders of convertible instruments.
- Extension Option: The Purchaser retains the right to extend the Closing Date by an additional 90 days via notice to the Company.
Guidance, Outlook, and Risks
Management Commentary: The filing focuses strictly on the legal amendment to the SPA and does not include forward-looking guidance, earnings outlook, or general management commentary.
Risks and Contingencies:
- Conversion Timing Risk: The ability to close the transaction is contingent upon the Company completing requisite actions to enable the issuance of Common Stock. If these actions are delayed, the closing date is pushed back by one year from the completion date.
- Termination Date: The "Termination Date" is now significantly extended to December 31, 2027, or later, depending on the conversion readiness.
Investor Verification Checklist
- Verify the specific "requisite actions" the Company must complete to enable the issuance of Common Stock.
- Confirm the current status of the Series H Convertible Preferred Stock issuance and whether any partial closings have occurred since July 2025.
- Review the full text of the Amendment (Exhibit 10.1) for any additional covenants or conditions not summarized in Item 5.03.
- Assess the Company's capital structure to understand the dilution impact of the potential $100 million issuance upon conversion.