GPUS 8-K
Hyperscale Data, Inc. (GPUS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
| 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 7.01 | Regulation FD Disclosure. |
On September 4, 2026, Hyperscale Data, Inc. (the “Company”) issued a press release announcing a special dividend (the “Distribution”) of 20,000,000 shares (the “Issuable Shares”) of its Class B Common Stock (the “Class B Common Stock”) to all holders of its Class A Common Stock (the “Class A Common Stock” together with the Class B Common Stock, the “Common Stock”), its Class B Common Stock as well as its Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock (collectively, the “Preferred Stock”) and the holder of convertible notes issued in December 2025 (the “Note”) on an as-converted basis.
The record date for the Distribution is September 15, 2026 (the “Record Date”). Anyone who owns, whether beneficially or of record, the Common Stock, Preferred Stock or the Note at the close of trading on that date will be eligible to receive the Issuable Shares. Further, the Company has set a payment date of October 6, 2026, subject to adjustment. Currently, the number of Issuable Shares is currently approximately 0.04066734 for each share of Common Stock (the “Payment Ratio”). However, the Company anticipates that additional shares of eligible capital stock will be issued prior to the Record Date, which would reduce the Payment Ratio. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 4, 2026. | |
| 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). |
| -2- |
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: September 4, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
-3-
Exhibit 99.1
Hyperscale Data Announces a Special Dividend of Class B Common Stock
All Common and Preferred Stockholders to Receive Planned Dividend
LAS VEGAS--(BUSINESS WIRE) – September 4, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data,” or the “Company”), announces that it plans to issue a special one-time dividend (the “Distribution”) of 20,000,000 shares (the “Issuable Shares”) of its Class B Common Stock (the “Class B Common Stock”) to all holders of its Common Stock (which we refer to in this press release as the “Class A Common Stock”) and its Class B Common Stock (with the Class A Common Stock, the “Common Stock”) as well as its Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock (collectively, the “Preferred Stock”) on an as-converted basis.
The record date for the Distribution is September 15, 2026 (the “Record Date”). Stockholders and the holder of a convertible note (the “Note”) who own, whether beneficially or of record, the Company’s Common Stock, Preferred Stock or the Note at the close of trading on that date will be eligible to receive the Issuable Shares. Further, the Company has set a payment date of October 6, 2026, subject to adjustment. As of September 4, 2026, the Company had 165,267,650 shares of Class A Common Stock outstanding, 4,774,348 shares of Class B Common Stock outstanding and approximately 321,753,087 Class A Common Stock equivalents, based on the current conversion price of the four series of Preferred Stock issued and outstanding and the Note without regard to conversion limitations set forth in their respective certificates of designation or in the Note (collectively, the “Eligible Capital Stock”), for an aggregate of approximately 491,795,085 shares of Eligible Capital Stock, with the number of Issuable Shares distributable to holders of the Class A Common Stock being 7,194,786 such shares. Consequently, the number of Issuable Shares is currently approximately 0.04066734 for each share of Eligible Capital Stock (the “Payment Ratio”). However, the Company anticipates that additional shares of Eligible Capital Stock will be issued prior to the Record Date, which would reduce the Payment Ratio.
There is currently no public trading market for the Class B Common Stock. While the Company may seek to have the Class B Common Stock listed for trading on the NYSE American within the foreseeable future, there can be no assurance when, or if, such a listing will occur. The CUSIP number of the Class B Common Stock is 09175M 861.
The Class B Common Stock is identical to the currently outstanding Class A Common Stock, with the exception that each share thereof carries ten (10) times the voting power of a share of Class A Common Stock. The Class B Common Stock is convertible at any time after the payment date into Class A Common Stock on a one-for-one basis. The Company will pay holders of the Eligible Capital Stock cash in lieu of issuing fractional shares of Class B Common Stock. The Distribution has been approved by the NYSE American.
Stockholders should refer to the Company’s official announcements or consult their financial advisors for more information about the specifics of the Distribution.
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy shares of the Company’s common stock or any other securities of the Company. The Distribution is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
For more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors, and any other interested parties read Hyperscale Data’s public filings and press releases available under the Investor Relations section at https://hyperscaledata.com/ or available at www.sec.gov.
About Hyperscale Data, Inc.
Through its wholly owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center that offers colocation and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault Capital Group, Inc. (“ACG”), is a hybrid private equity firm and operating company that acquires, finances, builds and actively manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.
Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in 2027. Upon the occurrence of the Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
On December 23, 2024, the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the “Series F Preferred Stock”) to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the “ACG Shares”). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.hyperscaledata.com.
Hyperscale Data Investor Contact:
[email protected] or 1-888-753-2235