Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 1, 2025
Reporting Period: Specific event date of April 1, 2025.
Business Context: The Company, a Delaware corporation, entered into a financing transaction to formalize a prior cash advance.
Key Financial Metrics and Transaction Details
This filing reports a specific debt financing event rather than periodic financial performance metrics (revenue, profit, cash flow, or margins are not disclosed in this document).
- Instrument: Convertible Promissory Note issued to Orchid Finance LLC.
- Principal Face Amount: $1,650,000.
- Cash Proceeds (Advance): $1,500,000 (reflecting a 10% Original Issue Discount).
- Interest Rate: 15% per annum (increases to 18% per annum upon an event of default).
- Maturity Date: September 30, 2025.
- Conversion Terms: Convertible into Class A Common Stock at a price equal to the greater of $0.40 per share or 75% of the 5-day VWAP prior to conversion.
- Issuance Cap: Conversion is limited to 19.99% of outstanding shares unless stockholder approval is obtained.
Material Changes Versus Prior Period
The filing does not provide comparative financial data against a prior period. The material change is the creation of a new direct financial obligation of $1,650,000 and the formalization of a $1,500,000 advance previously made by the investor.
Guidance, Outlook, Risks, and Contingencies
- Regulatory Requirement: The Company must file a proxy or information statement to obtain stockholder approval if the conversion of the note would result in the issuance of more than 19.99% of the total outstanding common stock.
- Default Risks: The note includes standard events of default (failure to pay, failure to deliver shares, covenant breaches, bankruptcy), triggering an interest rate increase to 18%.
- Listing Approval: Conversion is contingent upon NYSE American approval of a Supplemental Listing Application (SLAP).
- Legal Disclaimer: The filing explicitly states it does not constitute an offer to sell the conversion shares in jurisdictions where such an offer would be unlawful without registration.
Key Facts for Investor Verification
- Verify the current trading price of Class A Common Stock (GPUS) to assess the potential dilution impact relative to the $0.40 floor price and 75% VWAP conversion formula.
- Confirm the status of the Supplemental Listing Application (SLAP) with NYSE American, as conversion is blocked without approval.
- Monitor upcoming filings for the proxy statement required to obtain stockholder approval for issuances exceeding the 19.99% threshold.
- Review the Company's liquidity position to ensure it can service the 15% interest and principal repayment by the September 30, 2025 maturity date.