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): March 3, 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 240, 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 March 3, 2025, Hyperscale Data, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the twelve-month period ended December 31, 2024 (the “PressRelease”). 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 March 3, 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: March 3, 2025 | /s/ Henry Nisser |
| Henry Nisser<br><br> <br>President and General Counsel |
-3-
Exhibit 99.1
Hyperscale Data, Inc. Announces Preliminary2024 Results: $108.8 Million in Revenue, $150.3 Million Pro Forma with Giga-tronics
LAS VEGAS--(BUSINESS WIRE) – March 3, 2025 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data” or the “Company”), today reported preliminary unaudited financial results for the year ended December 31, 2024, reflecting significant revenue contributions from its two primary subsidiaries, (i) Sentinum, Inc. (“Sentinum”), whose subsidiary, Alliance Cloud Services, LLC (“ACS”) owns the Michigan data center (the “Data Center”), which is focused on high-performance computing (“ HPC”) services powering artificial intelligence (“ AI”) infrastructure and (ii) Ault Capital Group, Inc. (“ACG”), which operates as a hybrid private equity firm. The Company also reaffirmed its commitment to transforming into a pure-play AI data center operator by the end of 2025.
2024 Unaudited Preliminary Financial Highlights:
| · | Total revenue: $108.8 million; |
|---|---|
| · | Pro forma revenue (including Giga-tronics defense<br>unit): $150.4 million; |
| --- | --- |
| · | Sentinum revenue: $30.6 million from crypto mining<br>and $0.9 million from real estate leases; |
| --- | --- |
| · | ACG revenue: $77.3 million across energy, fintech,<br>hotels and technology investments; and |
| --- | --- |
| · | Giga-tronics defense unit (deconsolidated and<br>discontinued operations): $41.6 million in revenue. |
| --- | --- |
Giga-tronics
On August 14, 2024, Giga-tronics, Inc. (“Giga-tronics”), filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed Giga-tronics under the control of the bankruptcy court, which oversees its reorganization and restructuring process. Prior to the bankruptcy, Hyperscale Data consolidated Giga-tronics as a majority owned subsidiary. The Company assessed the inherent uncertainties associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was appropriate to deconsolidate Giga-tronics and its subsidiaries effective on the petition date. Based on the latest restructuring plans submitted to the bankruptcy court, the Company anticipates that it will regain control of Giga-tronics upon successful completion of the plan. If successful, the Company would again consolidate Giga-tronics in its financial statements. There can be no assurances that the restructuring plan will be successful or that the Company will regain control of Giga-tronics.
Strategic Growth in AI Data Centers
Hyperscale Data is working to rapidly advance its AI Data Center. The 34.5-acre facility, including 617,000 square feet of infrastructure, is designed to support HPC and AI applications at scale. The Company recently announced several initiatives and agreements in principle, which if successful, would enable ACS to increase its power capacity at the Data Center from approximately 30 megawatts (“MW”) to approximately 340 MW.
Corporate Transformation: Moving Toward anAI-Focused Future
As previously announced, Hyperscale Data plans to divest itself of ACG by December 31, 2025. Post-separation, Hyperscale Data will operate exclusively as an HPC and AI data center company, led by Chief Executive Officer William B. Horne, President and General Counsel Henry Nisser, and Chief Financial Officer Kenneth S. Cragun.
William B. Horne, Chief Executive Officer of Hyperscale Data, commented, “The separation of Hyperscale Data and ACG marks a pivotal moment for our company and its stockholders. By focusing solely on AI-driven infrastructure, we believe Hyperscale Data will unlock tremendous value. The Data Center is a cornerstone of this transformation, and we expect it to position us at the forefront of the AI revolution. With this transition, we are confident in our ability to drive long-term growth and create a compelling opportunity for our investors.”
The completion of the power upgrades is subject to a number of risks and uncertainties, one or more which could result in the project being curtailed, delayed or terminated, including, but not limited to: failure to agree upon terms and execute definitive agreements; the inability of the Company to raise sufficient funds to pay for the power upgrades; failure to obtain regulatory consents and approvals; the inability to obtain sufficient easements, rights-of-way and land rights necessary to the work to be performed, and other presently unforeseen events or conditions.
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 subsidiaries, Hyperscale Data owns and operates the 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 subsidiary, ACG, is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Hyperscale Data intends to completely divest itself of ACG on or about December 31, 2025, at which time, it would solely be an owner and operator of data centers to support HPC services. Until that happens, the Company provides, through ACG and its wholly and majority-owned subsidiaries and strategic investments, 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, 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 240, Las Vegas, NV 89141.
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