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
___________________________________________________________________
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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. |
On April 16, 2026, Hyperscale Data, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its Class A common stock, par value $0.001, to 2,500,000,000 from 500,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s Class B common stock remains at 25,000,000 and the number of authorized shares of the Company’s preferred stock remains at 25,000,000. As a result of the increase of authorized shares of its Class A common stock, the aggregate number of the Company’s authorized shares is 2,550,000,000. The Authorized Increase was approved by the Company’s board of directors as of December 19, 2025, and approved by a vote of the stockholders of the Company at its April 10, 2026 Special Meeting of Shareholders. The Certificate of Amendment became effective upon filing with the State of Delaware on April 16, 2026.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, 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 7.01 | Regulation FD Disclosure. |
On April 17, 2026, the Company issued a press release announcing that its wholly owned subsidiary Omnipresent Robotics, LLC (“Omnipresent”), has entered into a strategic partnership agreement (the “Agreement”) with AGIBOT PTE. LTD. (“AGIBOT”), a developer of intelligent robotics technology (the “AGIBOT Press Release”). The AGIBOT Press Release further stated that under the terms of the Agreement, Omnipresent expects to collaborate with AGIBOT on the deployment and commercialization of intelligent robotic systems and AI data collection initiatives. A copy of the AGIBOT Press Release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
On April 17, 2026, the Company issued a second press release announcing a cash dividend to holders of the 13.00% Series D Cumulative Redeemable Preferred Stock of $0.2708333 per share (the “Dividend Press Release”). In addition, the Dividend Press Release also announced a cash dividend to holders of the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock of $0.20833 per share. The record date for both dividends is April 30, 2026, and the payment date is May 11, 2026. A copy of the Dividend Press Release is furnished herewith as Exhibit 99.2 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 | |
| 3.1 | Certificate of Amendment dated April 16, 2026. | |
| 99.1 | AGIBOT Press Release issued on April 17, 2026. | |
| 99.2 | Dividend Press Release issued on April 17, 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). |
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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: April 17, 2026 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
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Exhibit 3.1
DelawareThe First StatePage 1 6551776 8100Authentication: 203665643SR# 20261843096Date: 04-16-26You 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 SIXTEENTH DAY OF APRIL, A.D. 2026, AT 1:42 O`CLOCK P.M.
CERTIFICATE OF AMENDMENT
to
THE CERTIFICATE OF INCORPORATION
of
HYPERSCALE DATA, INC.
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:42 PM 04/16/2026
FILED 01:42 PM 04/16/2026
SR 20261843096 - File Number 6551776
Hyperscale Data, Inc., a corporation organized and existing under the laws of the State ofDelaware (the "Corporation") hereby
certifies that the amendment set forth below to the Corporation's Certificate oflncorporation (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 of the
Corporation on December 19, 2025 , and approved by a vote of the stockholders of the Corporation on April 10, 2026:
RESOLVED, that Article IV Section 1 is hereby amended as follows:
"Section 1. Authorized Shares
This Corporation is authorized to issue two billion, five hundred million (2,500,000,000) shares of Class A Common
Stock, par value $0.001 per share (the "Class A Common Stock"), twenty-five million (25,000,000) shares of Class B
Common Stock, par value $0.001 per share (the "Class B Common Stock," and together with the Class A Common
Stock, the "Common Stock"), and twenty-five million (25,000,000) shares of Preferred Stock, par value $0.001 per
share. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affinnative vote of the holders of at least a majority of the voting
power of the issued and outstanding shares of Common Stock of the Corporation, voting together as a single class."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized
officer as of April 16 2026.
By: Isl Henry Nisser
Henry Nisser
President
Exhibit 99.1
Hyperscale Data Announces Strategic Partnership with AGIBOT for AI Robotics
LAS VEGAS--(PR NEWSWIRE) – April 17, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that through its wholly owned subsidiary Omnipresent Robotics, LLC (“Omnipresent”), it has entered into a strategic partnership agreement (the “Agreement”) with AGIBOT PTE. LTD. (“AGIBOT”), a developer of intelligent robotics technology.
Under the terms of the Agreement, Omnipresent expects to collaborate with AGIBOT on the deployment and commercialization of intelligent robotic systems and AI data collection initiatives.
“We believe this Agreement represents an important step in expanding Hyperscale Data’s capabilities in AI and robotics,” stated Milton “Todd” Ault III, Executive Chairman of Hyperscale Data. “We look forward to discussing this initiative in more detail during our previously announced webcast on April 21, 2026, where we will provide additional context regarding our strategy and expected development plans.”
Additional details will be provided on Monday, April 20, 2026, and Tuesday, April 21, 2026, via press release and the previously mentioned webcast. Stockholders are encouraged to register for the webcast here.
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.
Through its wholly owned subsidiary Sentinum, Inc., 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 the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 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, 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 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 hyperscaledata.com.
Hyperscale Data Investor Contact:
[email protected] or 1-888-753-2235
Exhibit 99.2
Hyperscale Data Declares Monthly Cash Dividend of $0.2708333 per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock
Hyperscale Data Also Declares Monthly Cash Dividend of $0.20833 per Share of 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock
LAS VEGAS--(PR NEWSWIRE) – April 17, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data center company anchored by Bitcoin (“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.
Link to NYSE quote for the Company’s 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:GPUSpD
The Company also announced today that the Board has declared a monthly cash dividend of $0.20833 per share of the Company’s outstanding 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock.
The record date for both dividends is April 30, 2026, and the payment date is Monday, May 11, 2026.
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.
Through its wholly owned subsidiary Sentinum, Inc., 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 the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 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, 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 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 hyperscaledata.com.
Hyperscale Data Investor Contact:
[email protected] or 1-888-753-2235