Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 15, 2024
Reporting Period: Events occurring on November 13, 2024, and November 15, 2024.
Key Financial Metrics and Transaction Details
This filing reports on a specific equity financing transaction rather than periodic financial performance. Key metrics include:
- Transaction Type: Sale of Series C Convertible Preferred Stock and Warrants.
- Counterparty: Ault & Company, Inc. (an affiliate of the Company).
- Recent Closings:
- November 13, 2024: 95 shares of Series C Preferred Stock and warrants for 28,086 common shares sold for $95,000.
- November 15, 2024: 735 shares of Series C Preferred Stock and warrants for 217,295 common shares sold for $730,000.
- Aggregate Transaction to Date: As of November 15, 2024, the Purchaser has acquired 46,530 shares of Series C Preferred Stock and warrants for 13,756,099 common shares for an aggregate purchase price of $46.53 million.
- Total Facility Size: The agreement allows for the purchase of up to $75 million in total.
Note: The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change is the continued execution of the Securities Purchase Agreement entered into on November 6, 2023. The Company has raised an additional $825,000 in the two most recent closings, bringing the total capital raised under this specific agreement to $46.53 million. The securities were sold in reliance upon the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the ongoing relationship with an affiliate investor and the utilization of the $75 million financing facility. No specific operational guidance or forward-looking financial projections are included in this document.
Risks and Contingencies: The transaction involves the issuance of unregistered securities to an affiliate. The material terms of the stock and warrants were previously disclosed in an 8-K filed on November 7, 2023, and are incorporated by reference.
Investor Verification Checklist
- Verify the remaining capacity under the $75 million Securities Purchase Agreement ($28.47 million remaining).
- Review the November 7, 2023 Form 8-K for the full material terms of the Series C Convertible Preferred Stock and Warrants.
- Confirm the ownership percentage of Ault & Company, Inc. post-transaction to assess affiliate concentration.
- Check subsequent filings for the conversion terms and exercise prices of the warrants issued.