Business Context and Reporting Period
Company: Hyperscale Data, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 29, 2025
Reporting Period: Event date May 28, 2025 (Termination of Material Agreement)
Key Financial Metrics
This filing does not report standard periodic financial metrics such as revenue, profit, cash flow, margins, or total debt. The only financial data disclosed relates to the terminated financing agreement:
- Agreement Capacity: Up to $25,000,000 for the purchase of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
- Shares Sold: 261,778 Preferred Shares.
- Net Proceeds Received: Approximately $3,450,000.
Material Changes
The primary material change reported is the termination of a material agreement:
- Event: Mutual termination of the Purchase Agreement with Orion Equity Partners, LLC.
- Original Terms: Entered June 24, 2024; allowed the Company to direct Orion to purchase up to $25 million of Preferred Stock over 36 months.
- Outcome: The agreement was terminated on May 28, 2025, ending the Company's ability to draw additional funds under this specific facility.
Guidance, Outlook, and Risks
Management Commentary: The filing states the termination was mutual and executed via a Termination Agreement dated May 28, 2025. No forward-looking guidance, outlook, or specific risk factors regarding future operations are provided in this document.
Unusual Items: The filing notes that the description of the Termination Agreement is not complete and refers investors to Exhibit 10.1 for full terms.
Investor Verification Checklist
- Verify the full terms of the Termination Agreement in Exhibit 10.1 to check for any remaining obligations or penalties.
- Confirm the current status of the 13.00% Series D Preferred Stock (GPUS PD) and any dividend obligations on the 261,778 shares issued.
- Assess the Company's current liquidity position given the termination of the $25 million credit facility.
- Review subsequent filings for alternative financing arrangements to replace the terminated agreement.