8-K
Hyperscale Data, Inc. (GPUS)
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): July
17, 2025
HYPERSCALE DATA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-12711 | 94-1721931 |
|---|---|---|
| (State or other jurisdiction of <br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 190, 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<br><br> <br>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 2.02 | Results of Operations and Financial Condition. |
|---|
On July 17, 2025, Hyperscale Data, Inc. (the “Company”) issued a press release announcing its unaudited revenue for the three months ended June 30, 2025 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits: |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release issued on July 17, 2025 |
| 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: July 17, 2025 | /s/ Henry Nisser |
| Henry Nisser | |
| President and General Counsel |
-3-
Exhibit 99.1
Hyperscale Data Announces Preliminary Q2 2025Revenue of $25.8 Million, Up 45% Year-over-Year
Company Reaffirms Full-Year Revenue Guidanceof $125–$135 Million; Over $20 Million of Debt Reduced in 2025
LAS VEGAS--(BUSINESS WIRE) – July 17, 2025 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“HyperscaleData” or the “Company”), today announced preliminary revenue of $25.8 million for the second quarter of 2025, a 45% increase compared to $17.8 million in the prior-year period. Preliminary revenue for the six months ended June 30, 2025 totaled $50.8 million. The Company reaffirms the revenue guidance for the full fiscal year ending December 31, 2025 of $125 to $135 million.
Strategic Business Highlights and Growth Drivers:
| • | Accelerating Revenue Momentum – Growth in the second quarter was led by commercial lending<br>and trading activity through Ault Lending, LLC, greater demand for TurnOnGreen, Inc.’s electronic power solutions and improved performance<br>by the hotel assets held by Ault Global Real Estate Equities, Inc. |
|---|
| • | Strengthened Balance Sheet – The Company has reduced debt by over $20 million year-to-date,<br>enhancing liquidity as Hyperscale Data prepares to advance the development of its 617,000 square-foot facility in Michigan that the Company<br>believes will become a premier artificial intelligence (“AI”) data center. |
|---|
| • | High-Margin Software Expansion – Ongoing development of blockchain infrastructure, tokenization<br>platforms and decentralized applications is anticipated to generate recurring, high-margin revenue beginning in late 2025. |
|---|
| • | **Scaling Digital Asset Mining Infrastructure –**Sentinum, Inc. (“Sentinum”)<br>recently entered a hosting agreement with a Montana-based service provider to expand mining operations and infrastructure access. |
|---|
| • | Fintech Recovery Underway – Fintech platforms rebounded in the second quarter of 2025 after<br>a challenging 2024, with new AI-powered features under development for future lending and trading applications. |
|---|
| • | Reconsolidation of Gresham Worldwide – Gresham Worldwide, Inc. (“Gresham Worldwide”)<br>is expected to emerge from Chapter 11 bankruptcy proceedings as a subsidiary of the Company by October 1, 2025, at which point Hyperscale<br>Data anticipates reconsolidating its financial results. Gresham Worldwide is projected to contribute approximately $10 million of revenue<br>in the fourth quarter of 2025. If the reconsolidation of Gresham Worldwide had occurred on January 1, 2025, on a pro forma basis, a non-GAAP<br>financial measure, this reconsolidation would have been expected to increase the Company’s annualized revenue for 2025 by approximately<br>$40 million. |
|---|
Assuming that the anticipated reconsolidation occurs on or before October 1, 2025, Hyperscale Data expects its full-year 2025 GAAP basis revenue guidance to be within the range of $125 million to $135 million. The table below presents a non-GAAP pro forma view of Hyperscale Data’s potential 2025 revenue, assuming Gresham had been consolidated as of January 1, 2025:
| Revenue Guidance | Low End | High End | ||
|---|---|---|---|---|
| Revenue guidance | $ | 115,000,000 | $ | 125,000,000 |
| Pro forma annualized contribution from Gresham Worldwide | 40,000,000 | 40,000,000 | ||
| Pro forma total revenue | $ | 155,000,000 | $ | 165,000,000 |
“This quarter reflects the importance of strategic focus,” said William B. Horne, CEO of Hyperscale Data. “We are growing revenue, reducing debt and building a foundation for scalable, high-margin software to become a core pillar of our business. Gresham Worldwide’s return is expected to significantly enhance our revenue profile going forward.”
The revenue figures reported are preliminary and unaudited. Final results will be included in the Company’s quarterly report on Form 10-Q for the quarter ended June 20, 2025, which is expected to be filed with the SEC on or before the required deadline.
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 HyperscaleData, Inc.
Through its wholly owned subsidiary Sentinum, Hyperscale Data owns and operates a data center at which it mines digital assets and 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 diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Hyperscale Data currently expects to divest itself of ACG (the “Divestiture”) on or about December 31, 2025, though there can be no assurance that the Divestiture will be completed during 2025. Upon the occurrence of the Divestiture, the Company would solely be an owner and operator of data centers to support high-performance computing services, though it may at that time continue to operate in the digital asset space as described in the Company’s filings with the SEC. 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, social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. In addition, ACG 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 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 FPreferred Stock”) to all common stockholders and holders of the Series C Convertible 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 stockholders 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 hyperscaledata.com.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com or 1-888-753-2235