GPUS-D Hyperscale Data Inc

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported): February 10, 2025

 

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-12711		94-1721931
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

 

(949) 444-5464

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		GPUS		NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share		GPUS PD		NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR

 

Certificate of Amendment to Certificate of Designations of Preferences, Rights and Limitations of Series G Convertible Preferred Stock

 

As previously reported on Current Report Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 23, 2024, on December 21, 2024 (the “Execution Date”), Hyperscale Data, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement with Ault & Company, Inc., a Delaware corporation, pursuant to which the Company agreed to sell to the Purchaser up to 25,000 shares of Series G convertible preferred stock (the “Series G Convertible Preferred Stock”), and warrants to purchase shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) for a total purchase price of up to $25,000,000.00.

 

On February 5, 2025, the Company filed a Certificate of Amendment (the “Certificate”) to the Certificate of Designation of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (the “COD”) with the Secretary of State of the State of Delaware). The Certificate was approved on February 5, 2025, by an affirmative vote of the holder of the Series G Convertible Preferred Stock outstanding as of such date and by the unanimous affirmative vote of the board of directors of the Company on February 5, 2025. On February 10, 2025, the Company was notified that the Certificate became effective upon filing with the Secretary of State of the State of Delaware.

 

Pursuant to the Certificate, the definition “Voting Floor Price” was amended to be $6.244. Originally, the Voting Floor Price was $5.38, which was the closing sale price of the Common Stock on the trading day immediately preceding the Execution Date.

 

The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
3.1		Certificate of Amendment
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	HYPERSCALE DATA, INC.
Dated: February 10, 2025	/s/ Henry Nisser
	Henry Nisser President and General Counsel

 

 

 

-3-

 

 

 

Exhibit 3.1

 

DelawareThe First StatePage 1 6551776 8100Authentication: 202891014SR# 20250401710Date: 02-08-25You may verify this certificate online at corp.delaware.gov/authver.shtmlI, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "HYPERSCALE DATA, INC.", FILED IN THIS OFFICE ON THE FIFTH DAY OF FEBRUARY, A.D. 2025, AT 2:10 O`CLOCK P.M.

 

 

State of Delaware Secretary of State Division of Corporations Delivered 02:10 PM 02/05/2025 FILED 02:10 PM 02/05/2025 SR 20250401710 -FileNumber 6551776 STATE OF DELA WARE CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF HYPERSCALE DATA, INC. Hyperscale Data, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL") hereby certifies that: FIRST: This Certificate of Amendment (this "Certificate of Amendment") amends the provisions of the Certificate of Designation of Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (the "Series G COD"), originally filed with the Secretary of State of the State of Delaware on December 23, 2024. SECOND: That Section 4(a) of the Series G COD is hereby amended in its entirety to read as follows: "Section 4. Voting Rights. (a) Quorum and Voting Power. For purposes of determining the presence of a quorum at any meeting of the stockholders of the Corporation at which the shares of Series G Preferred Stock are entitled to vote and the voting power of the shares of Series G Preferred Stock, each Holder of outstanding shares of Series G Preferred Stock shall be entitled to a number of votes equal to the number of shares of Common Stock into which such shares of Series G Preferred Stock are then convertible, disregarding, for such purposes, any limitations on conversion set forth herein, provided, however, that solely for purposes of this Section 4( a), the Voting Floor Price shall not be lower than the closing sale price of the Common Stock on the Trading Day immediately preceding the execution date of the Purchase Agreement. For purposes of this Section 4( a), the term "Voting Floor Price" shall mean the Company's closing sale price on the Trading Day immediately preceding the execution date of the Purchase Agreement plus the Black-Scholes value of the Warrant (as defined in the Purchase Agreement), or $5.38 plus $0.864 for an aggregate of$6.244. The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions." THIRD: On February 4, 2025, the Board of Directors of the Corporation duly adopted this Certificate of Amendment and declared this Certificate of Amendment advisable by written consent. FOURTH: On February 4, 2025, in accordance with the provisions of Section 242 of the DGCL, the sole stockholder of the issued and outstanding stock of the Corporation entitled to vote consented to and authorized this Certificate of Amendment by written consent in lieu of meeting. The total number of shares of the Corporation's Series G Convertible Preferred Stock issued outstanding and entitled to vote upon this Certificate of Amendment was 860 such shares. FIFTH: This Certificate of Amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of February 5, 2025. HYPERSCALE DATA, INC. By: Isl Henry Nisser Henry Nisser President

 

 

v3.25.0.1

Cover	Feb. 10, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 10, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-12711
Entity Registrant Name	HYPERSCALE DATA, INC.
Entity Central Index Key	0000896493
Entity Tax Identification Number	94-1721931
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11411 Southern Highlands Parkway
Entity Address, Address Line Two	Suite 240
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89141
City Area Code	(949)
Local Phone Number	444-5464
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Class A Common Stock, $0.001 par value
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	GPUS
Security Exchange Name	NYSE
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security	13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol	GPUS PD
Security Exchange Name	NYSE

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