Hyperscale Data, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Hyperscale Data, Inc. on June 13, 2025. The report covers unregistered sales of equity securities and related events occurring between June 5, 2025, and June 12, 2025. The Company is incorporated in Delaware and trades on the NYSE American under the symbols GPUS (Class A Common Stock) and GPUS PD (Series D Preferred Stock).
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The only quantitative financial data disclosed relates to a specific debt conversion event:
- Convertible Note Conversion: $281,521 of an outstanding convertible note was converted into equity on June 5, 2025.
- Outstanding Shares: As of June 12, 2025, the Company had 3,151,372 shares of Class A Common Stock outstanding.
Material Changes
The primary material change reported is the increase in outstanding Class A Common Stock due to the following unregistered issuances:
- Preferred Stock Conversion: Between June 9 and June 12, 2025, 205,000 shares of Class A Common Stock were issued upon the conversion of approximately 720.27 shares of Series B Convertible Preferred Stock.
- Class B Conversion: Between June 5 and June 11, 2025, 359 shares of Class A Common Stock were issued upon conversion of an equal number of Class B Common Stock shares.
- Note Conversion: On June 5, 2025, 145,000 shares of Class A Common Stock were issued upon the conversion of the $281,521 convertible note.
All issuances were made in reliance on exemptions from registration requirements under Section 4(a)(2) or Section 3(a)(9) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, forward-looking guidance, outlook, or specific risk factors beyond the standard disclosure of unregistered securities sales. No unusual items or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the total number of outstanding shares (3,151,372) against the most recent 10-Q or 10-K to confirm the dilution impact.
- Confirm the terms of the Series B Convertible Preferred Stock to understand the conversion ratio used for the 205,000 share issuance.
- Review the Company's capital structure to assess the remaining balance of the convertible note following the $281,521 conversion.
- Check for any subsequent filings regarding the registration rights or resale restrictions on the newly issued shares.