Business Context and Reporting Period
Company: Hyperscale Data, Inc. (NYSE American: GPUS, GPUS PD)
Filing Type: Form 8-K (Current Report)
Date of Report: February 26, 2025
Event: Entry into an Amended and Restated Forbearance Agreement with an institutional investor regarding a convertible promissory note.
Key Financial Metrics and Obligations
This filing details a specific debt restructuring event rather than periodic financial performance. Key figures include:
- New Debt Instrument: $3.5 million Amended and Restated (A&R) Forbearance Note.
- Interest Rate: 18% per annum.
- Maturity Date: May 15, 2025.
- Conversion Price: $2.00 per share of Class A Common Stock (subject to NYSE and stockholder approval).
- Debt Composition:
- Amount due under prior Forbearance Note: $887,985.29
- Forbearance extension fee: $311,916.67
- True-up amount: $2,300,098.04
Note: The filing does not provide revenue, profit, cash flow, or general liquidity metrics for the company.
Material Changes and Transaction History
The filing outlines a sequence of debt negotiations:
- July 2024: Company issued a $5.39 million 10% OID Convertible Promissory Note (Old Note) maturing October 19, 2024.
- December 2024: Entered a Forbearance Agreement extending rights through December 31, 2024, issuing a $853,067.93 Forbearance Note.
- February 2025: Entered the current A&R Forbearance Agreement, extending the forbearance period to May 15, 2025, and consolidating obligations into the new $3.5 million note.
Outlook, Risks, and Contingencies
- Conversion Contingency: Conversion of the A&R Forbearance Note into common stock is conditional upon approval by the NYSE American and the Company's stockholders. Issuance of shares is prohibited under NYSE rules without such approval.
- Events of Default: The note includes standard defaults, including failure to pay, covenant breaches, bankruptcy, or suspension/delisting of Common Stock.
- Regulatory Status: The Company is designated as an emerging growth company.
- Unregistered Sale: The note was sold in reliance on Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the status of the NYSE American Supplemental Listing Application and the scheduled stockholder vote required for conversion.
- Confirm the Company's ability to service the 18% interest rate and principal repayment by the May 15, 2025 maturity date.
- Review the "true-up" calculation of $2.3 million to understand the underlying valuation or debt adjustment logic.
- Monitor for any subsequent filings regarding delisting risks or additional forbearance extensions if the May 2025 maturity is not met.