8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): June

20, 2025

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

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:

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. ¨

Between June 16, 2025 and June 20, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 1,401,422 shares of Class A Common Stock upon conversion of approximately 2,016.07 shares of Series B Convertible Preferred Stock. Between June 16, 2025 and June 20, 2025, the Company issued an aggregate of 1,811,216 shares of Class A Common Stock upon conversion of $2,996,479 of outstanding convertible notes. The shares of Class A Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

Between June 16, 2025 and June 17, 2025, the Company issued an aggregate of 247,000 shares of Class A Common Stock upon conversion of an aggregate of $479,557 of an outstanding convertible note. The Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 3(a)(9) under the Securities Act.

As of June 20, 2025, the Company had 6,611,290 shares of Class A Common Stock outstanding.

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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.

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