Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 20, 2025
Reporting Period: Events occurring between June 16, 2025, and June 20, 2025.
Business Overview: The company is incorporated in Delaware and trades Class A Common Stock (Symbol: GPUS) and 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (Symbol: GPUS PD) on NYSE American.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, or liquidity ratios. The report focuses exclusively on capital structure changes.
| Capital Event | Details | Value/Quantity |
|---|---|---|
| Conversion of Series B Preferred Stock | Issued Class A Common Stock | 1,401,422 shares (from ~2,016.07 preferred shares) |
| Conversion of Convertible Notes (Period 1) | Issued Class A Common Stock | 1,811,216 shares (from $2,996,479 of notes) |
| Conversion of Convertible Notes (Period 2) | Issued Class A Common Stock | 247,000 shares (from $479,557 of notes) |
| Total Outstanding Shares | Class A Common Stock as of June 20, 2025 | 6,611,290 shares |
Material Changes
The primary material change reported is a significant increase in the number of outstanding Class A Common Stock shares due to the conversion of debt and preferred equity instruments between June 16 and June 20, 2025.
- Debt Reduction: Approximately $3.48 million in outstanding convertible notes were converted into equity.
- Equity Dilution: A total of 3,459,638 new shares of Class A Common Stock were issued during this four-day period.
- Preferred Stock Reduction: Approximately 2,016 shares of Series B Convertible Preferred Stock were converted.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard legal disclosures regarding the securities issuance.
Regulatory Exemptions: The issuances were made in reliance on exemptions from registration requirements under Section 4(a)(2) and Section 3(a)(9) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the total number of outstanding shares (6,611,290) against the company's most recent 10-Q or 10-K to confirm the dilution impact.
- Confirm the reduction in outstanding convertible notes debt on the balance sheet following the $3.48 million conversion.
- Review the terms of the Series B Convertible Preferred Stock to understand the conversion ratio applied to the 2,016 shares.
- Check for any subsequent filings regarding the impact of these issuances on the company's weighted average shares outstanding for earnings per share calculations.