Hyperscale Data, Inc 8-K, filed Dec 20, 2024
Hyperscale Data, Inc. (GPUS)
About this 8-K
Hyperscale Data, Inc filed this 8-K on December 20, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 7.01 | Regulation FD Disclosure. |
On December 20, 2024, Hyperscale Data, Inc., a Delaware corporation (the “Company”), issued a press release announcing a cash dividend to holders of the Series D Preferred Stock of $0.2708333 per share (the “Press Release”). The record date for this dividend is December 31, 2024, and the payment date is January 10, 2025. The Press Release also announced that the Company’s Board of Directors has elected to defer the monthly cash dividend for its 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock (“Series E Preferred Stock”) for the month ending December 31, 2024. The certificate of designations for the Series E Preferred Stock permits the Company to defer up to 12 consecutive monthly dividend payments on the Series E Preferred Stock without such deferrals being considered missed. 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 December 20, 2024. | |
| 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: December 20, 2024 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
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Exhibit 99.1
Hyperscale Data Declares Monthly Cash Dividend of $0.2708333 Per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock
Company Elects to Defer Monthly Cash Dividend on 10.00% Series E Preferred Stock
LAS VEGAS--(BUSINESS WIRE) – December 20, 2024 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data” or the “Company”), today announced that its Board of Directors (the “Board”) has declared a monthly cash dividend of $0.2708333 per share of the Company’s outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”). The record date for this dividend is December 31, 2024, and the payment date is Friday, January 10, 2025.
Link to NYSE quote for the Company’s Series D Preferred Stock: https://www.nyse.com/quote/XASE:GPUSpD
The Company further announced today that the Board has elected not to declare a monthly cash dividend on its outstanding 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”) for the month ending December 31, 2024. The certificate of designations for the Series E Preferred Stock permits the Company to defer up to 12 consecutive monthly dividend payments on the Series E Preferred Stock without such deferrals being considered missed (a “Permitted Deferral”). The Company notes that the dividend is a cumulative dividend that accrues for payment in the future.
Hyperscale Executive Chairman Milton “Todd” Ault III stated, “The Company remains committed to paying consistent dividends as evidenced by the Company never missing a dividend payment on the Series D Preferred Stock since its inception in June 2022. The just-declared dividend payment for the Series D Preferred Stock will be the 30th consecutive dividend payment. As the Series E Preferred Stock was just issued to stockholders as a dividend, the Company always anticipated electing to defer this month’s dividend, which is why Permitted Deferrals were included in the certificate of designations. We anticipate declaring and paying out the deferred dividend payment sometime in 2025.”
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 hyperscaledata.com or available at www.sec.gov.
About Hyperscale Data, Inc.
Hyperscale Data is transitioning from a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact to becoming solely an owner and operator of data centers to support high performance computing services. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides, through its wholly owned subsidiary, Ault Capital Group, Inc., mission-critical products that support a diverse range of industries, including an artificial intelligence software platform, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; Hyperscale Data, Inc.
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:
IR@hyperscaledata.com or 1-888-753-2235