Hyperscale Data, Inc 8-K, filed Aug 20, 2026
Hyperscale Data, Inc. (GPUS)
About this 8-K
Hyperscale Data, Inc filed this 8-K on August 20, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
Class A Common Stock
On November 7, 2025, the board of directors (the “Board”) of Hyperscale Data, Inc. (the “Company”) set the time and place of a special meeting (the “Meeting”) of the Company’s stockholders, and approved the proposals to be presented for approval at the Meeting.
The Meeting was held on March 18, 2026, at which the Company’s stockholders approved a proposal to effectuate a reverse stock split of the Company’s Class A common stock, $0.001 par value per share (“Class A Common Stock”) affecting the issued and outstanding number of such shares by a ratio of between one-for-two and one-for-five (the “Class A Reverse Stock Split”). Acting by delegated authority as approved by the Board on November 7, 2025, on August 13, 2026, the Company’s Executive Chairman, Chief Executive Officer and President & General Counsel (the “Authorized Officers”) set the ratio of the Class A Reverse Stock Split at one-for-five (the “Ratio”). Further, on August 13, 2026, the Authorized Officers approved an amendment (the “Class A Amendment”) to the Company’s Certificate of Incorporation (the “Certificate”) effectuating the Reverse Stock Split and the Ratio thereof.
The Company filed the Class A Amendment on August 19, 2026. The Class A Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.
Beginning with the opening of trading on August 25, 2026, the Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number 09175M 879. As a result of the Class A Reverse Stock Split, each five shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Class A Common Stock outstanding was reduced from approximately 679,910,173 shares of Class A Common Stock to approximately 135,981,983 such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class A Common Stock will be proportionally adjusted.
Class B Common Stock
Section 2(d) of the Company’s Certificate of Incorporation states that: “Subdivision or Combinations. If the [Company] in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.” Accordingly, the Company took the steps outlined below to comply with its Certificate.
On August 14, 2026, the Board the Company approved a reverse split of the Class B common stock, $0.001 par value per share (“Class B Common Stock”) affecting the issued and outstanding number of such shares by the Ratio (the “Class B Reverse Stock Split”). Further, on August 14, 2026, the Authorized Officers approved an amendment to the Certificate (the “Class B Amendment”) effectuating the Class B Reverse Stock Split and the Ratio. On August 17, 2026, the majority holder of the Class B Common Stock approved the Class B Reverse Split.
The Company filed the Class B Amendment on August 19, 2026. The Class B Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.
The shares of Class B Common Stock do not trade on the NYSE American or any other medium. The new CUSIP number for the Class B Common Stock is 09175M 861. As a result of the Class B Reverse Stock Split, each five shares of Class B Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Common Stock outstanding was reduced from approximately 23,878,628 shares of Class B Common Stock to approximately 4,775,727 such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class B Common Stock will be proportionally adjusted
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | Class A Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 2026. | |
| 3.2 | Class B Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 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). |
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: August 20, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
HYPERSCALE DATA, INC.
Hyperscale Data, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation (as amended, the “Certificate”) was duly adopted in accordance with sections 141 and 242 of the Delaware General Corporation Law (the “DGCL”) by the board of directors (the “Board”) of the Corporation as of November 7, 2025, approved by a vote of the stockholders of the Corporation on March 18, 2026, and further adopted by a special committee (the “Committee”) of the Board on August 13, 2026:
RESOLVED, that Article IV Section 2 of the Certificate is hereby amended and restated to read as follows:
(h) Reverse Stock Split. As of the effective time and date of 11:59 PM ET on Monday, August 24, 2026 (the “Effective Time”), each five (5) outstanding shares of Class A Common Stock (the “Old Common Stock”) shall be split and converted into one (1) share of Class A Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Class A Common Stock shall not affect the total number of shares of capital stock, including the Class A Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Authorized Shares” of this Article IV.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares, on the basis of prevailing market prices of the Common Stock at the time of sale. After the Reverse Split, a holder will have no further interest in the Corporation with respect to its fractional share interest, and persons otherwise entitled to a fractional share will not have any voting, dividend or other rights with respect thereto except the right to receive the aforementioned cash payment. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (subject to the treatment of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
RESOLVED, that the language under Article IV Section 1, 3 and 4 shall not be amended in any way;
RESOLVED, that the foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL by the vote of a majority of the shares of capital stock present in person or by proxy and entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of August 19, 2026.
| By: | /s/ Henry Nisser | |
| Henry Nisser | ||
| President |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
HYPERSCALE DATA, INC.
Hyperscale Data, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation (as amended, the “Certificate”) was duly adopted in accordance with sections 141 and 228 of the Delaware General Corporation Law (the “DGCL”) by the board of directors (the “Board”) of the Corporation as of August 14, 2026, and approved by the holders of a majority of the outstanding shares of Class B Common Stock on August 17, 2026:
RESOLVED, that Article IV Section 2 of the Certificate is hereby amended to add the following:
(i) Reverse Stock Split. As of the effective time and date of 11:59 PM ET on Monday, August 24, 2026 (the “Effective Time”), each five (5) outstanding shares of Class B Common Stock (the “Old Common Stock”) shall be split and converted into one (1) share of Class B Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Class B Common Stock shall not affect the total number of shares of capital stock, including the Class B Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Authorized Shares” of this Article IV.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled to have their fractional share rounded up to the nearest whole share. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (subject to the treatment of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.
RESOLVED, that the language under Article IV Section 1, 3 and 4 shall not be amended in any way;
RESOLVED, that the foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL by the vote of a majority of the shares of Class B Common Stock present in person or by proxy and entitled to vote thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of August 19, 2026.
| By: | /s/ Henry Nisser | |
| Henry Nisser | ||
| President |