Hyperscale Data, Inc 10-Q for FY2025 Q1
Hyperscale Data, Inc. (GPUS)
About this 10-Q
Hyperscale Data, Inc filed this 10-Q on May 20, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $25.02M
- down 34.8% from $38.37M a year earlier
- Net loss
- $4.21M
- compared with net income of $3.72M a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the quarterly period ended |
||
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
| For the transition period from ________ to ________. | ||
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip code)
(
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| PD | ||||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Smaller reporting company | |
| 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. ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
At May 19, 2025, the registrant had outstanding shares of Class A common stock and shares of Class B common stock.
HYPERSCALE DATA, INC.
TABLE OF CONTENTS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Investment in promissory notes and other, related party | ||||||||
| Loans receivable, current | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Intangible assets, net | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Investments in common stock and equity securities, related party | ||||||||
| Investments in other equity securities | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Operating lease liability, current | ||||||||
| Notes payable, current | ||||||||
| Notes payable, related party, current | ||||||||
| Convertible notes payable, current | ||||||||
| Guarantee liability | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Operating lease liability, non-current | ||||||||
| Notes payable, non-current | ||||||||
| TOTAL LIABILITIES | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(Unaudited)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ par value - shares authorized; and shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively (liquidation preference of $ | ||||||||
| Class A Common Stock, $ par value – shares authorized; and shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | ||||||||
| Class B Common Stock, $ par value – shares authorized; and shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Treasury stock, at cost | ( | ) | ||||||
| TOTAL HYPERSCALE DATA STOCKHOLDERS’ EQUITY | ||||||||
| Non-controlling interest | ( | ) | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue, crane operations | $ | $ | ||||||
| Revenue, crypto assets mining | ||||||||
| Revenue, hotel and real estate operations | ||||||||
| Revenue, lending and trading activities | ( | ) | ||||||
| Revenue, other | ||||||||
| Total revenue | ||||||||
| Cost of revenue, crane operations | ||||||||
| Cost of revenue, crypto assets mining | ||||||||
| Cost of revenue, hotel and real estate operations | ||||||||
| Cost of revenue, lending and trading activities | ||||||||
| Cost of revenue, other | ||||||||
| Total cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Research and development | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| (Loss) income from operations | ( | ) | ||||||
| Other income (expense): | ||||||||
| Interest and other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on conversion of investment in equity securities to marketable equity securities | ||||||||
| (Loss) gain on extinguishment of debt | ( | ) | ||||||
| Loss from investment in unconsolidated entity | ( | ) | ||||||
| Gain on deconsolidation of subsidiary | ||||||||
| Provision for loan losses, related party | ( | ) | ||||||
| (Loss) gain on the sale of fixed assets | ( | ) | ||||||
| Total other expense, net | ||||||||
| (Loss) income before income taxes | ( | ) | ||||||
| Income tax provision (benefit) | ( | ) | ||||||
| Net (loss) income from continuing operations | ( | ) | ||||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net (loss) income | ( | ) | ||||||
| Net loss (income) attributable to non-controlling interest | ( | ) | ||||||
| Net (loss) income attributable to Hyperscale Data, Inc. | ( | ) | ||||||
| Preferred dividends | ( | ) | ( | ) | ||||
| Net (loss) income available to common stockholders | $ | ( | ) | $ | ||||
| Basic net (loss) income per common share: | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | ( | ) | ||||||
| Net (loss) income per common share | $ | ( | ) | $ | ||||
| Diluted net (loss) income per common share: | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | ( | ) | ||||||
| Net (loss) income per common share | $ | ( | ) | $ | ||||
| Weighted average common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Comprehensive (loss) income | ||||||||
| Net (loss) income available to common stockholders | $ | ( | ) | $ | ||||
| Foreign currency translation adjustment | ||||||||
| Other comprehensive income | ||||||||
| Total comprehensive (loss) income | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months Ended March 31, 2025
| Preferred Stock | Class A Common | Class B Common | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series C | Series D | Series E | Series F | Series G | Stock | Stock | Additional | Other | Non- | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| Par | Par | Par | Par | Par | Par | Paid-In | Accumulated | Comprehensive | Controlling | Treasury | Stockholders’ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Interest | Stock | Equity | |||||||||||||||||||||||||||||||||||||||
| BALANCES, January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||
| Issuance of Series G preferred stock, related party | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of warrants issued in connection with Series G preferred stock, related party | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock for cash | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class B common stock dividend | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for conversion of debt | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Hyperscale Data | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series A preferred dividends ($0.62 per share) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series C preferred dividends ($23.57 per share) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series D preferred dividends ($1.06 per share) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series E preferred dividends ($0.57 per share) | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of subsidiary | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| BALANCES, March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months Ended March 31, 2024
| Preferred Stock | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series C | Series D | Class A Common Stock | Additional | Other | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Par | Par | Par | Paid-In | Accumulated | Comprehensive | Non-Controlling | Treasury | Stockholders’ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Interest | Stock | Equity | |||||||||||||||||||||||||||||||||||||||||||
| BALANCES, January 1, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
| Issuance of Series C preferred stock, related party for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair value of warrants issued in connection with Series C preferred stock, related party | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for cash | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Financing cost in connection with sales of Class A common stock | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of subsidiary stock to non-controlling interests | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of RiskOn International Inc. (“ROI”) convertible note | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Hyperscale Data | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A preferred dividends ($0.63 per share) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series C preferred dividends ($25.53 per share) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Series D preferred dividends ($0.81 per share) | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interest | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Hyperscale Data Class A common stockholders ($5.70 per share) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Distribution of ROI investment in White River Energy Corp. (“White River”) to ROI stockholders | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to non-controlling interest of deconsolidated subsidiary | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| BALANCES, March 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Net loss from discontinued operations | ( | ) | ||||||
| Net (loss) income from continuing operations | ( | ) | ||||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Amortization of right-of-use assets | ||||||||
| Stock-based compensation | ||||||||
| Losses (gains) on the sale of fixed assets | ( | ) | ||||||
| Realized losses (gains) on the sale of crypto assets | ( | ) | ||||||
| Change in fair value of crypto assets | ||||||||
| Revenue, crypto assets mining | ( | ) | ( | ) | ||||
| Proceeds from the sale of crypto assets | ||||||||
| Realized gains on sale of marketable securities | ( | ) | ||||||
| Unrealized losses (gains) on marketable securities | ( | ) | ||||||
| Unrealized losses (gains) on investments in common stock, related parties | ( | ) | ||||||
| Income from cash held in trust | ( | ) | ||||||
| Provision for loan losses | ||||||||
| Loss (gain) on extinguishment of debt | ( | ) | ||||||
| Gain on deconsolidation of subsidiary | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Marketable equity securities | ( | ) | ||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Cash decrease upon deconsolidation of subsidiary | ( | ) | ||||||
| Investments in loans receivable | ( | ) | ||||||
| Investments in non-marketable equity securities | ( | ) | ||||||
| Proceeds from the sale of fixed assets | ||||||||
| Investment in notes receivable, related party | ( | ) | ||||||
| Payments (proceeds) from notes receivable, related party | ( | ) | ||||||
| Other | ( | ) | ( | ) | ||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by investing activities from discontinued operations | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
HYPERSCALE DATA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from financing activities: | ||||||||
| Gross proceeds from sales of Class A common stock | $ | $ | ||||||
| Financing cost in connection with sales of Class A common stock | ( | ) | ||||||
| Proceeds from sales of Series D preferred stock | ||||||||
| Proceeds from sales of Series G preferred stock and warrants, related party | ||||||||
| Proceeds from subsidiaries’ sale of stock to non-controlling interests | ||||||||
| Distribution to Circle 8 non-controlling interest | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Payments on notes payable | ( | ) | ( | ) | ||||
| Payments on convertible notes payable, related party | ( | ) | ||||||
| Proceeds (payments) on notes payable, related party | ( | ) | ||||||
| Payments of preferred dividends | ( | ) | ( | ) | ||||
| Proceeds from sales of convertible notes | ||||||||
| Payments on convertible notes | ( | ) | ( | ) | ||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash used in financing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents from continuing operations | ||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of period - continuing operations | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period - discontinued operations | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | ||||||||
| Less cash and cash equivalents and restricted cash of discontinued operations at end of period | ( | ) | ||||||
| Cash and cash equivalents and restricted cash of continued operations at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest - continuing operations | $ | $ | ||||||
| Cash paid during the period for interest - discontinued operations | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Settlement of accounts payable with crypto assets | $ | $ | ||||||
| Settlement of interest payable with crypto assets | $ | $ | ||||||
| Settlement of note payable with crypto assets | $ | $ | ||||||
| Conversion of convertible notes payable into shares of Class A common stock | $ | $ | ||||||
| Conversion of debt and equity securities to marketable securities | $ | $ | ||||||
| Exchange of related party advances for investment in other equity securities, related party | $ | $ | ||||||
| Recognition of new operating lease right-of-use assets and lease liabilities | $ | $ | ||||||
| Remeasurement of Ault Disruptive Technologies Corporation temporary equity | $ | $ | ||||||
| Notes payable exchanged for convertible notes payable | $ | $ | ||||||
| Dividend of ROI investment in White River to ROI shareholders | $ | $ | ||||||
| Redeemable non-controlling interests in equity of subsidiaries paid with cash and marketable securities held in trust account | $ | $ | ||||||
| Dividend paid in TurnOnGreen common stock in additional paid-in capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-7 |
1. DESCRIPTION OF BUSINESS
Hyperscale Data, Inc., a Delaware corporation (“Hyperscale Data” or the “Company”) is a diversified holding company pursuing growth by acquiring and developing undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and/or operates data centers at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence (“AI”) ecosystems and other industries, and provides products and services that support a diverse range of industries, including crane rental services, hotel operations, defense, industrial, an AI software platform and a social gaming platform. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary.
The Company has the following reportable segments:
| • | Energy and Infrastructure (“Energy”) – crane operations; |
| • | Technology and Finance (“Fintech”) – commercial lending, activist investing, and stock trading; |
| • | Sentinum, Inc. (“Sentinum”) – crypto assets mining operations and colocation and hosting services for the emerging artificial intelligence ecosystems and other industries; |
| • | TurnOnGreen – commercial electronics solutions; |
| • | ROI – AI software platform and a social gaming platform; and |
| • | Ault Global Real Estate Equities, Inc. (“AGREE”) – hotel operations and other commercial real estate holdings. |
2. LIQUIDITY AND FINANCIAL CONDITION
As
of March 31, 2025, the Company had cash and cash equivalents of $
The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared based on the assumption that the Company will continue as a going concern and that contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
In making this assessment management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow and cash usage forecasts, as well as obligations and debts. Although management has a long history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources beyond the Company’s direct control that management expects to be available within the next 12 months.
Management expects that the Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of March 31, 2025, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities and selling its crypto assets, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to curtail or cease its operations altogether.
| F-8 |
3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) as amended, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. The condensed consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited 2024 financial statements contained in the above referenced 2024 Annual Report. Results of the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
Prior Period Revision - Statement of Cash Flows
For the three months ended March 31, 2025, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within notes payable activity of the financing activities section of the consolidated statement of cash flows. The Company has corrected these line items for the three months ended March 31, 2024 for comparability purposes.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies previously disclosed in the 2024 Annual Report.
Reclassifications
Certain prior period amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation, including the discontinued operations presentation of Gresham Worldwide, Inc. (“GIGA”) and AGREE financial results. These reclassifications had no effect on previously reported results of operations.
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its condensed consolidated financial statements.
On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The Company will adopt ASU 2023-09 as required for the year ending December 31, 2025. The Company is currently evaluating the impact of the new requirement for its income tax disclosure.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.
| F-9 |
4. DECONSOLIDATION OF SUBSIDIARIES AND GIGA DISCONTINUED OPERATIONS
Deconsolidation of Avalanche International Corp. (“AVLP”)
On
March 28, 2025, AVLP, a majority-owned subsidiary of the Company, filed a voluntary petition for liquidation under Chapter 7 of the U.S.
Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and the Company no longer maintained
a controlling financial interest. Accordingly, the Company deconsolidated AVLP effective as of the petition date. In connection with the
deconsolidation, the Company recognized a gain of $
Presentation of GIGA as Discontinued Operations
On August 14, 2024, GIGA filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. 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 and its subsidiaries effective on the petition date.
In connection with the Chapter 11 reorganization process, the Company concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift that will have a significant effect on the Company’s operations and financial results. As a result, the Company has presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.
The following table presents the results of GIGA operations:
| Schedule of operations | ||||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue, products | $ | $ | ||||||
| Cost of revenue, products | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Research and development | ||||||||
| Selling and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ||||||
| Other income (expense): | ||||||||
| Interest and other income | ||||||||
| Interest expense | ( | ) | ||||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ||||||
| Income tax benefit | ( | ) | ||||||
| Net loss | ( | ) | ||||||
| Net loss attributable to non-controlling interest | ||||||||
| Net loss available to common stockholders | $ | $ | ( | ) | ||||
| F-10 |
The cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below:
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | $ | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of intangibles | ||||||||
| Stock-based compensation | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Lease liabilities | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Payments on notes payable | ( | ) | ||||||
| Cash contributions from parent | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents and restricted cash | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
5. CHANGE IN PLAN OF SALE OF AGREE HOTEL PROPERTIES
On April 30, 2024, the Company had a change in plan of sale for its four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the not to sell. For presentation purposes, the assets and liabilities previously held for sale were reclassified in the accompanying financial statements back to their original asset and liability groups at their previous carrying values.
| F-11 |
6. REVENUE DISAGGREGATION
The following tables summarize disaggregated customer contract revenues and the source of the revenue for the three months ended March 31, 2025 and 2024. Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which are not considered to be revenues from contracts with customers under GAAP. Revenue is presented by reportable segment. The “Holding Co.” column includes revenue that is not allocated to a specific reportable segment but is generated within the holding company entity. While not a separate reportable segment, Holding Co. is included in the table below to reconcile to total consolidated revenue.
The Company’s disaggregated revenues consisted of the following for the three months ended March 31, 2025:
| TurnOnGreen | Fintech | Sentinum | AGREE | Energy | ROI | Holding Co. | Total | |||||||||||||||||||||||||
| Primary Geographical Markets | ||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||
| Middle East and other | ||||||||||||||||||||||||||||||||
| Revenue from contracts with customers | ( | ) | ||||||||||||||||||||||||||||||
| Revenue, lending and trading activities (North America) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Major Goods or Services | ||||||||||||||||||||||||||||||||
| Power supply units and systems | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue from
mined crypto assets at Sentinum owned and operated facilities | ||||||||||||||||||||||||||||||||
| Hotel and real estate operations | ||||||||||||||||||||||||||||||||
| Crane rental | ||||||||||||||||||||||||||||||||
| Other | ( | ) | ||||||||||||||||||||||||||||||
| Revenue from contracts with customers | ( | ) | ||||||||||||||||||||||||||||||
| Revenue, lending and trading activities | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total revenue | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||||||||||||||
| Goods and services transferred at a point in time | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Services transferred over time | ||||||||||||||||||||||||||||||||
| Revenue from contracts with customers | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||
The Company’s disaggregated revenues consisted of the following for the three months ended March 31, 2024:
| TurnOnGreen | Fintech | Sentinum | AGREE | Energy | ROI | Holding Co. | Total | |||||||||||||||||||||||||
| Primary Geographical Markets | ||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||||||||
| Middle East and other | ||||||||||||||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||||||||||||||
| Revenue, lending and trading activities (North America) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Major Goods or Services | ||||||||||||||||||||||||||||||||
| Power supply units and systems | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue from mined crypto assets at Sentinum owned
and operated facilities | ||||||||||||||||||||||||||||||||
| Revenue from Sentinum crypto mining equipment hosted at third-party facilities | ||||||||||||||||||||||||||||||||
| Hotel and real estate operations | ||||||||||||||||||||||||||||||||
| Crane rental | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Revenue from contracts with customers | ||||||||||||||||||||||||||||||||
| Revenue, lending and trading activities | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||||||||||||||
| Goods and services transferred at a point in time | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Services transferred over time | ||||||||||||||||||||||||||||||||
| Revenue from contracts with customers | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| F-12 |
7. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2025 (no material financial instruments that were measured at fair value on a recurring basis at December 31, 2024):
| Fair value, assets measured on recurring basis | ||||||||||||||||
| Fair Value Measurement at March 31, 2025 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Embedded conversion feature liabilities | $ | $ | $ | $ | ||||||||||||
The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks.
The changes in Level 3 fair value hierarchy during the three months ended March 31, 2025 and 2024 were as follows:
| Schedule of changes in fair value hierarchy | ||||||||||||||||
| Level 3 Balance at Beginning of Period | Fair Value Adjustments | Grants | Level 3 Balance at End of Period | |||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||
| Embedded conversion feature liabilities | $ | $ | $ | $ | ||||||||||||
| Level 3 Balance at Beginning of Period | Fair Value Adjustments | Grants | Level 3 Balance at End of Period | |||||||||||||
| Three months ended March 31, 2024 | ||||||||||||||||
| Warrant liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
| Embedded conversion feature liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
8. CRYPTO ASSETS
The following table presents revenue from mined crypto assets for the three months ended March 31, 2025 and 2024:
| Schedule of revenue from crypto assets | ||||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from mined crypto assets at Sentinum owned and operated facilities | $ | $ | ||||||
| Revenue from Sentinum crypto mining equipment hosted at third-party facilities | ||||||||
| Revenue, crypto assets mining | $ | $ | ||||||
The following table presents the activities of the crypto assets (included in prepaid expenses and other current assets) for the three months ended March 31, 2025 and 2024:
| Schedule of activities of the crypto assets | ||||||||
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | $ | ||||||
| Additions of mined crypto assets | ||||||||
| Sale of crypto assets | ( | ) | ( | ) | ||||
| Payments to vendors with crypto assets | ( | ) | ( | ) | ||||
| Payment of notes payable with crypto assets | ( | ) | ||||||
| Payment of interest payable with crypto assets | ( | ) | ||||||
| Realized (losses) gains on sale of crypto assets | ( | ) | ||||||
| Unrealized (loss) gain on crypto assets | ( | ) | ||||||
| Balance at March 31 | $ | $ | ||||||
| F-13 |
9. PROPERTY AND EQUIPMENT, NET
At March 31, 2025 and December 31, 2024, property and equipment consisted of:
| Schedule of property and equipment | ||||||||
| March 31, 2025 | December 31, 2024 | |||||||
| Building, land and improvements | $ | $ | ||||||
| Crypto assets mining equipment | ||||||||
| Crane rental equipment | ||||||||
| Computer, software and related equipment | ||||||||
| Aircraft | ||||||||
| Other property and equipment | ||||||||
| Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Summary of depreciation expense:
| Schedule of depreciation | ||||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Depreciation expense | $ | $ | ||||||
10. INTANGIBLE ASSETS, NET
At March 31, 2025 and December 31, 2024, intangible assets consisted of:
| Schedule of intangible asset | ||||||||||
| Useful Life | March 31, 2025 | December 31, 2024 | ||||||||
| Definite lived intangible assets: | ||||||||||
| Customer list | $ | $ | ||||||||
| Trade names | ||||||||||
| Developed technology | ||||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||
| Total definite-lived intangible assets | $ | $ | ||||||||
Certain of the Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite-lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives.
Summary of amortization expense:
| Schedule of amortization expense | ||||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Amortization expense | $ | $ | ||||||
As
of March 31, 2025,
| Schedule of estimated amortization expense | ||||
| 2025 (remainder) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ |
| F-14 |
11. INVESTMENTS – RELATED PARTIES
Investments in Alzamend Neuro, Inc. (“Alzamend”), Ault & Company, Inc. (“Ault & Company”) and GIGA at March 31, 2025 and December 31, 2024, were comprised of the following:
Investment in Promissory Notes, Related Parties – Ault & Company and GIGA
| Schedule of investment | ||||||||||||
| Interest | March 31, | December 31, | ||||||||||
| Rate | Due Date | 2025 | 2024 | |||||||||
| Promissory note and accrued interest receivable, Ault & Company, in default | $ | $ | ||||||||||
| Promissory note and accrued interest receivable, GIGA | ||||||||||||
| Other | ||||||||||||
| Allowance for credit losses | ( |
) | ( |
) | ||||||||
| Total investment in promissory notes and other, related parties | $ | $ | ||||||||||
Summary of interest income, related party, recorded within interest and other income on the condensed consolidated statement of operations:
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Interest income, related party | $ | $ | ||||||
At each reporting date, the Company applies its judgment to evaluate the collectability of the note receivable and makes a provision based on the assessed amount of expected credit loss. This judgment is based on parameters such as interest rates, market conditions and creditworthiness of the creditor.
The Company determined that the collectability of certain notes receivables is doubtful based on information available.
Investment in Alzamend Series B Convertible Preferred Stock, Warrants and Common Stock, Related Parties – Alzamend
| Schedule of investment in common stock | ||||||||||||
| Investments in Common Stock, Related Parties at March 31, 2025 | ||||||||||||
| Cost | Gross Unrealized Losses | Fair value | ||||||||||
| Common shares | $ | $ | ( | ) | $ | |||||||
| Alzamend series B convertible preferred stock, warrants | ||||||||||||
| $ | $ | ( | ) | $ | ||||||||
| Investments in Common Stock, Related Parties at December 31, 2024 | ||||||||||||
| Cost | Gross Unrealized Losses | Fair value | ||||||||||
| Common shares | $ | $ | ( | ) | $ | |||||||
| Alzamend series B convertible preferred stock, warrants | ||||||||||||
| $ | $ | ( | ) | $ | ||||||||
| F-15 |
The following tables summarize the changes in the Company’s investments in Alzamend common stock during the three months ended March 31, 2025 and 2024:
| Schedule of investment in warrants and common stock | ||||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Balance at January 1 | $ | $ | ||||||
| Investment in common stock of Alzamend | ||||||||
| Unrealized loss in common stock of Alzamend | ( | ) | ||||||
| Balance at March 31 | $ | $ | ||||||
Ault Lending, LLC (“Ault Lending”) Investment in Alzamend Series B Convertible Preferred Stock and Warrants
| Schedule of investment in warrants and preferred stock | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Investment in Alzamend preferred stock | $ | $ | ||||||
| Total investment in other investments securities, related party | $ | $ | ||||||
In connection with a securities purchase agreement entered into with Alzamend in January 2024, Ault Lending purchased 2,100 shares of Alzamend Series B Convertible Preferred Stock and warrants to purchase 0.2 million shares of Alzamend common stock with a five-year term and an exercise price of $12.00 per share for a total purchase price of $2.1 million.
The Company has elected to account for investment in other investments securities, related party, using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments.
Messrs. Ault, Horne and Nisser
are each paid $
12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Other current liabilities at March 31, 2025 and December 31, 2024 consisted of:
| Schedule of other current liabilities | ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued payroll and payroll taxes | ||||||||
| Interest payable | ||||||||
| Accrued legal | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
13. DIVIDEND PAYABLE IN TURNONGREEN COMMON STOCK
In March 2024, the Company,
in connection with a planned distribution of its common stock holdings of TurnOnGreen, announced the distribution to its stockholders
of million shares of TurnOnGreen common stock and warrants to purchase million shares of TurnOnGreen common stock, which
resulted in an adjustment to additional paid in capital and increase to non-controlling interest of $
14. ROI Transfers of White River Common Stock
In January 2024, ROI announced that it had concluded that, for regulatory reasons, ROI would be unable to effect the distribution of its shares of common stock of White River as contemplated by a registration statement previously filed by White River.
During the quarter ended March
31, 2024,
In conjunction with the transfers
to non-controlling interests, ROI converted a portion of their White River’s Series A Convertible Preferred Stock into common stock
and recorded a non-cash $
| F-16 |
15. NOTES PAYABLE
Notes payable at March 31, 2025 and December 31, 2024, were comprised of the following:
| Collateral | Guarantors | Interest rate | Effective rate | Due date | March 31, 2025 | December 31, 2024 | ||||||||||||
| AGREE secured construction loans, in default | - | $ | $ | |||||||||||||||
| Circle 8 revolving credit facility | value of $29.3 million | - | ||||||||||||||||
| Circle 8 equipment financing notes | book value of $4.1 million | - | through | |||||||||||||||
| 15% term notes | - | Milton C. Ault, III | - | |||||||||||||||
| ROI promissory note, in default | - | - | ||||||||||||||||
| Other ($2.6 million in default) | - | - | - | - | - | |||||||||||||
| Total notes payable | $ | $ | ||||||||||||||||
| Less: | ||||||||||||||||||
| Unamortized debt discounts | ( | ) | ||||||||||||||||
| Total notes payable, net | $ | $ | ||||||||||||||||
| Less: current portion | ( | ) | ( | ) | ||||||||||||||
| Notes payable – long-term portion | $ | $ | ||||||||||||||||
Amendment to AGREE Secured Construction Loans
The AGREE secured construction
loans with an original due date of January 1, 2025, were amended on February 2, 2025, whereby
Notes Payable Maturities
Principal maturities of the Company’s notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of March 31, 2025 were:
| Schedule of maturities | ||||
| Year | ||||
| 2025 (remainder) | $ | |||
| 2026 | ||||
| 2027 | ||||
| $ | ||||
Interest Expense
| Schedule of interest expense | ||||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Contractual interest expense | $ | $ | ||||||
| Forbearance fees | ||||||||
| Amortization of debt discount | ||||||||
| Total interest expense | $ | $ | ||||||
16. NOTES PAYABLE, RELATED PARTY
Notes payable, related party at March 31, 2025 and December 31, 2024, were comprised of the following:
| Schedule of notes payable, related party | ||||||||||||
| Interest rate | Due date | March 31, 2025 | December 31, 2024 | ||||||||
| Notes from officers – TurnOnGreen, in default | Past due | $ | $ | |||||||||
| Other related party advances | No interest | Upon demand | ||||||||||
| Total notes payable | $ | $ | ||||||||||
| F-17 |
Summary of interest expense, related party, recorded within interest expense on the condensed consolidated statement of operations:
| Schedule of interest expense, related party | ||||||||
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Interest expense, related party | $ | $ | ||||||
17. CONVERTIBLE NOTES
Convertible notes payable at March 31, 2025 and December 31, 2024, were comprised of the following:
| Schedule of convertible notes payable | ||||||||||||||||
| Conversion price per share | Interest rate | Effective rate(1) | Due date | March 31, 2025 | December 31, 2024 | |||||||||||
| SJC convertible promissory note | 75% of 5-day VWAP | $ | $ | |||||||||||||
| ROI senior secured convertible note, in default | $ | OID Only | ||||||||||||||
| Orchid convertible promissory note | 75% of 5-day VWAP | |||||||||||||||
| 10% original issue discount (“OID”) convertible promissory note | $ | |||||||||||||||
| Forbearance convertible promissory note, in default | $ | |||||||||||||||
| Convertible promissory note – OID only, in default | 90% of 5-day VWAP | OID Only | ||||||||||||||
| AVLP convertible promissory notes, principal | $ | - | ||||||||||||||
| Fair value of embedded conversion options | ||||||||||||||||
| Total convertible notes payable | ||||||||||||||||
| Less: unamortized debt discounts | ||||||||||||||||
| Total convertible notes payable, net of financing cost, long-term | $ | $ | ||||||||||||||
| Less: current portion | ( | ) | ( | ) | ||||||||||||
| Convertible notes payable, net of financing cost – long-term portion | $ | $ | ||||||||||||||
| (1) |
Orchid Convertible Promissory Notes
On
February 5, 2025, the Company entered into an exchange agreement with an institutional investor, pursuant to which the Company issued
to the investor a convertible promissory note in the principal face amount of $
On
March 14, 2025, the Company entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor
a convertible promissory note in the principal face amount of $
Forbearance Convertible Promissory Note
In
February 2025, the Company and an institutional investor (the “Investor”) entered into an amended and restated forbearance
agreement pursuant to which the Investor agreed to forebear through the close of business on
| F-18 |
SJC Convertible Promissory Note
On
March 21, 2025, the Company entered into an exchange agreement with an institutional investor, pursuant to which the Company issued to
the investor a convertible promissory note in the principal face amount of $
Embedded Derivatives
The Company identified embedded derivative features within certain convertible promissory notes issued during the quarter ended March 31, 2025, that required bifurcation and separate accounting as derivative liabilities under ASC 815. Specifically, the embedded conversion options associated with the Orchid convertible promissory notes and the SJC convertible promissory note were determined to meet the criteria for derivative classification.
The fair value of the embedded derivative liabilities was estimated using a Monte Carlo simulation model. The model incorporates key assumptions including the Company’s stock price, risk-free interest rate, expected volatility, credit-risk adjusted discount rate, and the specific terms of each conversion feature (including floor price, cap, and VWAP-based pricing). Due to the significant use of unobservable inputs, these derivative liabilities are classified within Level 3 of the fair value hierarchy.
The following table summarizes the key inputs used in the valuation of the embedded derivatives at inception:
| Schedule of valuation of the embedded derivatives | ||||
| Assumption | Orchid Note (March 14, 2025) | SJC Note (March 21, 2025) | ||
| Valuation technique | Monte Carlo Simulation | Monte Carlo Simulation | ||
| Risk-free interest rate | ||||
| Expected volatility | ||||
| Credit-risk adjusted rate | ||||
| Time to maturity (years) | ||||
| Stock price at valuation date | $ | $ | ||
| Dividend yield |
The Monte Carlo simulation utilized 100,000 iterations and incorporated conversion mechanics, including the floor price and the VWAP-based conversion price as defined in each agreement. The incremental value attributable to the conversion feature was isolated to determine its impact on the overall fair value of the embedded option.
The fair value of the embedded derivative liabilities at inception and as of March 31, 2025 was as follows:
| · | Orchid Note: $1.0 million; and |
| · | SJC Note: $1.3 million. |
Loss on Extinguishment of Convertible Notes
During the three months ended March 31, 2025, the Company recognized a total net loss on extinguishment of convertible notes of $4.6 million. This amount includes:
| · | A gain of $0.3 million resulting from the conversion of $0.7 million of convertible notes into 0.2 million shares of Class A common stock, which had a fair value of $0.4 million at the time of conversion; |
| · | A loss of $2.6 million related to the issuance of the A&R Forbearance Note. The A&R Forbearance Note, with a principal amount of $3.5 million, was determined to be substantially different from the original note due to significant changes in terms, including the addition of a conversion feature and increased principal amount. As such, extinguishment accounting was applied, and a loss was recognized based on the difference between the value of the A&R Forbearance Note and the net carrying amount of the original note; |
| F-19 |
| · | A loss of $1.0 million related to the Orchid convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and |
| · | A loss of $1.3 million related to the SJC convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized. |
Contractual Maturities
Principal maturities of the Company’s convertible notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of March 31, 2025 were:
| Schedule of contractual maturities | ||||
| Year | Principal | |||
| 2025 | $ | |||
| $ | ||||
18. COMMITMENTS AND CONTINGENCIES
Contingencies
Litigation Matters
The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.
Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of a loss related to such matters.
Arena Litigation
Arena Investors, LP (ROI Litigation)
On May 30, 2024, Arena Investors, LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v. Ault Alliance, Inc. and RiskOn International, Inc., Index No. 652792/2024.
This litigation relates to
the $
The ROI Complaint asserts
a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others,
the Company and Arena, and seeks damages in the amount of in excess of $
The ROI Complaint also asserts a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI.
On July 31, 2024, the Company and ROI filed a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant, in its entirety, as against ROI.
On or about January 21, 2025, the Court entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and granting the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI.
On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses.
| F-20 |
Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has recorded the unpaid portion of the notes. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.
Other Litigation Matters
With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
The Company had accrued loss
contingencies related to litigation matters of $
19. STOCKHOLDERS’ EQUITY
Class A Common Stock
Class A common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company.
Class B Common Stock
The Class B common stock is identical to the Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B common stock is convertible at any time into Class A common stock on a one-for-one basis.
Preferred Stock
Preferred stock as of March 31, 2025 consisted of the following:
| Schedule of preferred stock | ||||||||||||||||||||
| Par Value Per Share | Stated Value Per Share | Shares Authorized | Liquidation Preference | Shares Issued and Outstanding at March 31, 2025 | ||||||||||||||||
| Series A Convertible Preferred Stock | $ | $ | $ | |||||||||||||||||
| Series B Convertible Preferred Stock | $ | $ | ||||||||||||||||||
| Series C Convertible Preferred Stock | $ | $ | ||||||||||||||||||
| Series D Cumulative Redeemable Perpetual Preferred Stock | $ | $ | ||||||||||||||||||
| Series E Redeemable Perpetual Preferred Stock | $ | $ | ||||||||||||||||||
| Series F Exchangeable Preferred Stock | $ | $ | ||||||||||||||||||
| Series G Convertible Preferred Stock | $ | $ | ||||||||||||||||||
| Unallocated | ||||||||||||||||||||
| Total | $ | |||||||||||||||||||
| F-21 |
Preferred stock as of December 31, 2024 consisted of the following:
| Par Value Per Share | Stated Value Per Share | Shares Authorized | Liquidation Preference | Shares Issued and Outstanding at December 31, 2024 | ||||||||||||||||
| Series A Convertible Preferred Stock | $ | $ | $ | |||||||||||||||||
| Series C Convertible Preferred Stock | $ | $ | ||||||||||||||||||
| Series D Cumulative Redeemable Perpetual Preferred Stock | $ | $ | ||||||||||||||||||
| Series E Redeemable Perpetual Preferred Stock | $ | $ | ||||||||||||||||||
| Series F Exchangeable Preferred Stock | $ | $ | ||||||||||||||||||
| Series G Convertible Preferred Stock | $ | $ | ||||||||||||||||||
| Unallocated | ||||||||||||||||||||
| Total | $ | |||||||||||||||||||
The Company is authorized to issue 25.0 million shares of preferred stock, $0.001 par value. As of March 31, 2024, the rights, preferences, privileges and restrictions on the remaining authorized 18.3 million shares of preferred stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares.
$50.0 Million Securities Purchase Agreement for Sale of Series B Convertible Preferred Stock
On March 31, 2025, the
Each share of Series B Preferred Stock has a stated value of $1,000 and is convertible into shares of Class A common stock at a conversion price equal the lesser of a 25% discount to the Company’s volume weighted average price during the five trading days immediately prior to (A) the date of execution of the securities purchase agreement or (B) the date of conversion into shares of Class A common stock, but not greater than $10 per share. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, the Company may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.
Subsequent Event – Series B Convertible Preferred Stock Amendment
On April 23, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock. The amendment, which was approved by the Board of Directors on April 22, 2025, became effective upon filing with the Secretary of State of the State of Delaware. The amendment revised the definition of “Conversion Price” to the greater of (i) the Floor Price and (ii) 75% of the Company’s lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions.
20. INCOME TAXES
The Company calculates its
interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and Accounting Standards Codification (“ASC”)
Topic 740, Income Taxes. The effective tax rate (“ETR”) from continuing operations was
| F-22 |
The following table presents the calculation of basic and diluted net income per share for the three months ended March 31, 2024:
| Schedule of basic and diluted net income per share | ||||
| For the Three Months Ended March 31, 2024 | ||||
| Numerator: | ||||
| Net income from continuing operations | $ | |||
| Less: net income attributable to non-controlling interest, continuing operations | ( | ) | ||
| Less: Preferred stock dividends | ( | ) | ||
| Numerator for basic earnings per share (“EPS”) - Net income (loss) from continuing operations attributable to Hyperscale Data, Inc. | ||||
| Numerator for basic EPS - Net loss from discontinued operations attributable to Hyperscale Data, Inc. | ( | ) | ||
| Effect of dilutive securities: | ||||
| Interest expense associated with convertible notes, continuing operations | ||||
| Series C convertible preferred stock dividend | ||||
| Numerator for diluted EPS - Net income from continuing operations attributable to Hyperscale Data, Inc., after the effect of dilutive securities | ||||
| Numerator for diluted EPS - Net loss from discontinued operations attributable to Hyperscale Data, Inc. | $ | ( | ) | |
| Denominator: | ||||
| Denominator for basic EPS - Weighted average shares of common stock outstanding | ||||
| Effect of dilutive securities: | ||||
| Warrants | ||||
| Convertible notes | ||||
| Series C convertible preferred stock | ||||
| Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities | ||||
| Basic net income (loss) per share from: | ||||
| Continuing operations | $ | |||
| Discontinued operations | ( | ) | ||
| Basic net income per share | $ | |||
| Diluted net income (loss) per share from: | ||||
| Continuing operations | $ | |||
| Discontinued operations | ( | ) | ||
| Diluted net income per share | $ | |||
For the three ended March 31, 2025, net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for the three months ended March 31, 2025, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for the period. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at March 31, 2025:
| Schedule of anti-dilutive securities | ||||
| March 31, | ||||
| 2025 | ||||
| Convertible preferred stock | ||||
| Convertible notes | ||||
| Class B common stock | ||||
| Warrants | ||||
| Total | ||||
| F-23 |
22. SEGMENT AND CUSTOMERS INFORMATION
The Company had the following reportable segments as of March 31, 2025 and 2024; see Note 1 for a brief description of the Company’s business.
The following data presents the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended March 31, 2025:
| Schedule of operating segments | ||||||||||||||||||||||||||||||||
| TurnOnGreen | Fintech | Sentinum | AGREE | Energy | ROI | Holding Co. | Total | |||||||||||||||||||||||||
| Revenue, crane operations | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue, crypto assets mining | ||||||||||||||||||||||||||||||||
| Revenue, hotel and real estate operations | ||||||||||||||||||||||||||||||||
| Revenue, lending and trading activities | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Revenue, other | ( | ) | ||||||||||||||||||||||||||||||
| Total revenue | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||
| Selling and marketing | ||||||||||||||||||||||||||||||||
| General and administrative | ( | ) | ||||||||||||||||||||||||||||||
| Total operating expenses | ( | ) | ||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ( | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest and other income | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | ( | ) | ||||||||||||||||||||||||||||||
| Gain on deconsolidation of subsidiary | ||||||||||||||||||||||||||||||||
| Loss on the sale of fixed assets | ( | ) | ||||||||||||||||||||||||||||||
| Total other expense, net | ||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | ( | ) | |||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest expense | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Capital expenditures for the year ended March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment identifiable assets as of March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| F-24 |
The following data presents the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended March 31, 2024:
| TurnOnGreen | Fintech | Sentinum | AGREE | Energy | ROI | Holding Co. | Total | |||||||||||||||||||||||||
| Revenue, crane operations | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Revenue, crypto assets mining | ||||||||||||||||||||||||||||||||
| Revenue, hotel and real estate operations | ||||||||||||||||||||||||||||||||
| Revenue, lending and trading activities | ||||||||||||||||||||||||||||||||
| Revenue, other | ||||||||||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Research and development | ||||||||||||||||||||||||||||||||
| Selling and marketing | ||||||||||||||||||||||||||||||||
| General and administrative | ( | ) | ||||||||||||||||||||||||||||||
| Total operating expenses | ( | ) | ||||||||||||||||||||||||||||||
| (Loss) income from operations | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||
| Interest and other income | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||||||||||
| Gain on conversion of investment in equity securities to marketable equity securities | ||||||||||||||||||||||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||||||||||||||||||
| Loss from investment in unconsolidated entity | ( | ) | ||||||||||||||||||||||||||||||
| Provision for loan losses, related party | ( | ) | ||||||||||||||||||||||||||||||
| Gain on the sale of fixed assets | ||||||||||||||||||||||||||||||||
| Total other expense, net | ||||||||||||||||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||||||||||||||
| Depreciation and amortization expense | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest expense | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Capital expenditures for the three months ended March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment identifiable assets as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| F-25 |
23. CONCENTRATIONS OF CREDIT AND REVENUE RISK
Significant customers are those that represent more than 10% of the Company’s total revenue or accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:
| Schedule of concentrations of credit and revenue risk | ||||||||
| Accounts Receivable | Revenue | |||||||
| March 31, | December 31, | For the Three Months Ended March 31, | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Customer A | * | * | ||||||
| Customer B | * | * | ||||||
| Customer C | * | * | ||||||
| * | less than 10% |
24. SUBSEQUENT EVENTS
Issuances of Series D Preferred Stock
From April 1, 2025 through May 12, 2025, the Company issued a total of shares of its Series D preferred stock for the settlement of ELOC advances totaling $ million.
Sale of Series G Preferred Stock
On April 10, 2025, the Company
sold to Ault & Company shares of Series G Preferred Stock and Series G Warrants to purchase
10% OID Convertible Promissory Note
Between April 9, 2025 and May 5, 2025,
the Company issued shares of Class A common stock upon the conversion of $
Orchid Convertible Promissory Note
Between April 24, 2025 and May 5, 2025,
the Company issued shares of Class A common stock upon the conversion of $
April 1, 2025 Convertible Promissory Note
On April 1, 2025, the Company
issued to an institutional investor a convertible promissory note in the principal face amount of $
| F-26 |
April 15, 2025 Convertible Promissory Note
On April 15, 2025, the Company
entered into securities purchase agreements (the “Agreements”) with institutional investors (the “Investors”),
pursuant to which the Company issued to the Investors convertible promissory notes in the aggregate principal face amount of $5.0 million
(the “Notes”) in aggregate gross consideration of $
The Notes have an aggregate
principal face amount of $
May 13, 2025 OID Only Term Note
On May 13,
2025, the Company entered into an OID only term note agreement with an institutional investor with a principal amount of $
| F-27 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
In this quarterly report on Form 10-Q (the “Quarterly Report”), the “Company,” “Hyperscale Data,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation. Hyperscale Data is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through our wholly and majority owned subsidiaries and strategic investments, we own and/or operate data centers at which we mine Bitcoin and offers colocation and hosting services for the emerging artificial intelligence (“AI”) ecosystems and other industries, and provides products and services that support a diverse range of industries, including crane rental services, hotel operations, defense, industrial, an AI software platform and a social gaming platform. In addition, we extend credit to select entrepreneurial businesses through a licensed lending subsidiary.
Recent Events and Developments
On February 5, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $1.9 million (the “February 2025 Convertible Note”), in exchange for the cancellation of an outstanding term note we issued to the investor in April 2024. That note had an outstanding principal amount and accrued but unpaid interest of $1.9 million. The February 2025 Convertible Note accrued interest at the rate of 15% per annum, unless an event of default (as defined in the February 2025 Convertible Note) occurs, at which time the February 2025 Convertible Note would accrue interest at 18% per annum. The February 2025 Convertible Note was to mature on May 5, 2025. The February 2025 Convertible Note was convertible into shares of Class A common stock at a fixed conversion price of $4.00 per share.
In February 2025, we and an institutional investor (the “Investor”) entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for our agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and our stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum and matures on May 15, 2025.
On March 14, 2025, we entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.2 million in exchange for the cancellation of (i) a term note issued by us on May 16, 2024, with outstanding principal and accrued but unpaid interest of $0.7 million, (ii) a term note issued by us on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by us on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on June 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.
On March 21, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by us on January 14, 2025, with outstanding principal and accrued but unpaid interest of $2.6 million, (ii) a promissory note issued by us on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by us on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by us on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Exchange Note) occurs, at which time the note would accrue interest at 18% per annum. The Exchange Note will mature on December 31, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share.
| 1 |
On March 31, 2025, we entered into a securities purchase agreement with an institutional investor pursuant to which we agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings, provided, however, that the investor has the ability, exercisable in its sole discretion, to purchase any number of shares of Series B Preferred Stock prior to the dates of the tranche closings provided for in the securities purchase agreement. The initial tranche closing, which is expected to close promptly after the investor has converted out of the Exchange Note, will consist of the sale and issuance to the investor of 2,000 shares of Series B Preferred Stock for an aggregate of $2.0 million. Pursuant to the securities purchase agreement, provided certain closing conditions have been met, the investor shall purchase up to 4,800 shares of Series B Preferred Stock on a monthly basis, with the investor being required to purchase 1,000 shares per month.
Each share of Series B Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A common stock at a at a conversion price equal to the greater of (i) $0.40 (the “Floor Price”) and (ii) 75% of our lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150.00 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, we may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.
On April 1, 2025, we issued to an institutional investor a convertible promissory note in the principal face amount of $1.7 million in consideration for an advance we received of $1.5 million. The note accrues interest at the rate of 15% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.
On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
On April 15, 2025, we issued to two accredited investors convertible promissory notes in the aggregate principal face amount of $5 million in aggregate gross consideration of $4 million in cash paid by the investors, prior to placement agent fees and expenses of approximately $460,000. The notes were issued with an original issue discount of twenty percent (20%), or $1 million. The notes do not accrue interest unless an event of default (as defined in the notes) occurs, at which time the notes would accrue interest at 20% per annum. The notes will mature on September 30, 2025. The notes are convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
On May 13, 2025, the we entered into an OID only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor.
Presentation of GIGA as Discontinued Operations
On August 14, 2024, our majority owned subsidiary, Gresham Worldwide, Inc. (“GIGA”), filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. We 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 and its subsidiaries effective on the petition date. We recognized a gain on deconsolidation of GIGA of $2.0 million included in net gain (loss) from discontinued operations.
In connection with the Chapter 11 reorganization process, we concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift that will have a significant effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.
| 2 |
Change in Plan of Sales of AGREE Hotel Properties
On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the not to sell.
For presentation purposes, the assets and liabilities previously held for sale as of December 31, 2023, were reclassified in the December 31, 2023 balance sheet in the accompanying financial statements back to their original asset and liability groups at their previous carrying values. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the year ended December 31, 2024.
Deconsolidation of Avalanche International Corp. (“AVLP”)
On March 28, 2025, AVLP, a majority-owned subsidiary of our, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the condensed consolidated statement of operations for the three months ended March 31, 2025. We evaluated the criteria for discontinued operations and determined that the operations of AVLP did not meet the requirements for such classification.
General
As a holding company, our business objective is to increase stockholder value through developing and growing our subsidiaries. Under the strategy we have adopted, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize stockholder value. We anticipate returning value to stockholders after satisfying our debt obligations and working capital needs.
From time to time, we engage in discussions with other companies interested in our subsidiaries or partner companies, either in response to inquiries or as part of a process we initiate. To the extent we believe that a subsidiary or partner company’s further growth and development can best be supported by a different ownership structure or if we otherwise believe it is in our stockholders’ best interests, we will seek to sell all or a portion of our position in the subsidiary or partner company. These sales may take the form of privately negotiated sales of stock or assets, mergers and acquisitions, public offerings of the subsidiary or partner company’s securities and, in the case of publicly traded partner companies, sales of their securities in the open market. Our plans may include taking subsidiaries or partner companies public through rights offerings and directed share subscription programs. We will continue to consider these (or similar) initiatives and the sale of certain subsidiary or partner company interests in secondary market transactions to maximize value for our stockholders.
In recent years, we have provided capital and relevant expertise to fuel the growth of businesses in AI software platform, social gaming platform, equipment rental services, defense, industrial and hotel operations. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support.
We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141. Our phone number is 949-444-5464 and our website address is https://hyperscaledata.com/.
| 3 |
Results of Operations
Results of Operations for the Three Months Ended March 31, 2025 and 2024
The following table summarizes the results of our operations for the three months ended March 31, 2025 and 2024.
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue, crane operations | $ | 13,769,000 | $ | 12,918,000 | ||||
| Revenue, crypto assets mining | 5,198,000 | 11,447,000 | ||||||
| Revenue, hotel and real estate operations | 3,665,000 | 3,308,000 | ||||||
| Revenue, lending and trading activities | (28,000 | ) | 9,099,000 | |||||
| Revenue, other | 2,417,000 | 1,593,000 | ||||||
| Total revenue | 25,021,000 | 38,365,000 | ||||||
| Cost of revenue, crane operations | 8,247,000 | 7,715,000 | ||||||
| Cost of revenue, crypto assets mining | 7,031,000 | 8,544,000 | ||||||
| Cost of revenue, hotel and real estate operations | 2,844,000 | 2,817,000 | ||||||
| Cost of revenue, lending and trading activities | - | - | ||||||
| Cost of revenue, other | 1,616,000 | 1,101,000 | ||||||
| Total cost of revenue | 19,738,000 | 20,177,000 | ||||||
| Gross profit | 5,283,000 | 18,188,000 | ||||||
| Operating expenses | ||||||||
| Research and development | 129,000 | 111,000 | ||||||
| Selling and marketing | 2,334,000 | 4,048,000 | ||||||
| General and administrative | 9,204,000 | 10,372,000 | ||||||
| Total operating expenses | 11,667,000 | 14,531,000 | ||||||
| (Loss) income from operations | (6,384,000 | ) | 3,657,000 | |||||
| Other income (expense): | ||||||||
| Interest and other income | 240,000 | 523,000 | ||||||
| Interest expense | (3,839,000 | ) | (5,631,000 | ) | ||||
| Gain on conversion of investment in equity securities to marketable equity securities | - | 17,900,000 | ||||||
| (Loss) gain on extinguishment of debt | (4,569,000 | ) | 1,405,000 | |||||
| Loss from investment in unconsolidated entity | - | (667,000 | ) | |||||
| Gain on deconsolidation of subsidiary | 10,049,000 | - | ||||||
| Provision for loan losses, related party | - | (3,068,000 | ) | |||||
| (Loss) gain on the sale of fixed assets | (161,000 | ) | 68,000 | |||||
| Total other expense, net | 1,720,000 | 10,530,000 | ||||||
| (Loss) income before income taxes | (4,664,000 | ) | 14,187,000 | |||||
| Income tax provision (benefit) | 59,000 | (1,000 | ) | |||||
| Net (loss) income from continuing operations | (4,723,000 | ) | 14,188,000 | |||||
| Net loss from discontinued operations | - | (3,336,000 | ) | |||||
| Net (loss) income | (4,723,000 | ) | 10,852,000 | |||||
| Net loss (income) attributable to non-controlling interest | 518,000 | (7,135,000 | ) | |||||
| Net (loss) income attributable to Hyperscale Data, Inc. | (4,205,000 | ) | 3,717,000 | |||||
| Preferred dividends | (1,966,000 | ) | (1,260,000 | ) | ||||
| Net (loss) income available to common stockholders | $ | (6,171,000 | ) | $ | 2,457,000 | |||
| Comprehensive loss | ||||||||
| Net (loss) income available to common stockholders | $ | (6,171,000 | ) | $ | 2,457,000 | |||
| Other comprehensive (loss) income | ||||||||
| Foreign currency translation adjustment | 6,000 | 63,000 | ||||||
| Other comprehensive income | 6,000 | 63,000 | ||||||
| Total comprehensive (loss) income | $ | (6,165,000 | ) | $ | 2,520,000 | |||
| 4 |
Revenues
Revenues by business category for the three months ended March 31, 2025 and 2024 were as follows:
| For the Three Months Ended March 31, | Increase | |||||||||||||||
| 2025 | 2024 | (Decrease) | % | |||||||||||||
| Sentinum, Inc. (“Sentinum”) | ||||||||||||||||
| Revenue, crypto assets mining | $ | 5,198,000 | $ | 11,447,000 | $ | (6,249,000 | ) | -55 | % | |||||||
| Revenue, commercial real estate leases | 516,000 | 302,000 | 214,000 | 71 | % | |||||||||||
| Energy | ||||||||||||||||
| Revenue, crane operations | 13,769,000 | 12,918,000 | 851,000 | 7 | % | |||||||||||
| Other | 29,000 | 39,000 | (10,000 | ) | -26 | % | ||||||||||
| AGREE | 3,149,000 | 3,006,000 | 143,000 | 5 | % | |||||||||||
| TurnOnGreen | 1,592,000 | 1,225,000 | 367,000 | 30 | % | |||||||||||
| Fintech | ||||||||||||||||
| Revenue, lending and trading activities | (28,000 | ) | 9,099,000 | (9,127,000 | ) | -100 | % | |||||||||
| Other | 796,000 | 329,000 | 467,000 | 142 | % | |||||||||||
| Total revenue | $ | 25,021,000 | $ | 38,365,000 | $ | (13,344,000 | ) | -35 | % | |||||||
Sentinum
Revenues from Sentinum’s crypto assets mining operations decreased $6.2 million to $5.2 million for the three months ended March 31, 2025, compared to $11.4 million for the three months ended March 31, 2024. The decrease was due primarily to a $3.7 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities coupled with a $2.6 million decline in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $5.2 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due to the April 2024 Bitcoin halving event that occurred on the Bitcoin network and a 42% increase in the average Bitcoin mining difficulty level, partially offset by a 74% increase in the average Bitcoin price for the three months ended March 31, 2025, compared to the corresponding period in 2024.
Energy
Energy revenues from Circle 8’s crane operations increased by $0.9 million, or 7%, for the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by reduced pricing pressure and improved utilization of the crane fleet relative to the prior-year period.
Fintech
Revenues from our lending and trading activities decreased $9.1 million to approximately $0 for the three months ended March 31, 2025, compared to the same period in 2024. On February 14, 2024, RiskOn International, Inc. (“ROI”) transferred 2.5 million shares of White River Energy Corp. (“White River”) common stock with a recorded value of $0.5 million and a fair value of $7.5 million at the date of transfer to Ault Lending, LLC (“Ault Lending”). As of March 31, 2024, the 2.5 million shares of White River common stock held by Ault Lending had a fair value of $9.4 million and Ault Lending recorded an unrealized gain of $8.9 million during the quarter ended March 31, 2024 included in revenue from lending and trading activities.
Revenues from our trading activities for the three months ended March 31, 2025 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings.
TurnOnGreen
TurnOnGreen’s revenues increased by $0.4 million, to $1.6 million for the three months ended March 31, 2025, compared to $1.2 million in the corresponding period in 2024. This rise was primarily due to higher sales from a single customer in the defense industry during the three months ended March 31, 2025.
| 5 |
Other
Other revenues increased by $0.5 million, to $0.8 million for the three months ended March 31, 2025, compared to $0.3 million in the corresponding period in 2024. This rise was primarily due to higher corporate aircraft charter revenue from third parties.
Gross Margins
Gross margins declined to 21% for the three months ended March 31, 2025, compared to 47% for the same period in 2024. The decrease was primarily driven by the performance of our lending and trading activities, which negatively impacted gross margins in the current period but contributed favorably in the prior-year period. In both periods, gross margins were further pressured by low or negative gross margin contributions from our crypto asset mining operations. Excluding the impact of lending and trading activities as well as crypto asset mining, adjusted gross margins were 36% and 35% for the three months ended March 31, 2025 and 2024, respectively.
Research and Development
Research and development expenses remained consistent at $0.1 million for both the three months ended March 31, 2025 and 2024.
Selling and Marketing
Selling and marketing expenses were $2.3 million for the three months ended March 31, 2025, compared to $4.0 million for the three months ended March 31, 2024, a decrease of $1.7 million, or 42%. The decrease was primarily the result of a $1.6 million decrease in sales and marketing expenses at ROI from lower advertising and promotion costs.
General and Administrative
General and administrative expenses were $9.2 million for the three months ended March 31, 2025, compared to $10.4 million for the three months ended March 31, 2024, a decrease of $1.2 million, or 11% primarily due to lower professional fees, lower stock compensation and lower salaries and benefits expense.
Other Expense, Net
Other expense, net was $4.0 million for the three months ended March 31, 2025, compared to other expense, net of $10.5 million for the three months ended March 31, 2024.
Interest and other income totaled $0.2 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively.
Interest expense was $6.4 million for the three months ended March 31, 2025, compared to $5.6 million for the three months ended March 31, 2024. Interest expense for the three months ended March 31, 2025 included contractual interest of $3.8 million, amortization of debt discount of $0.1 million and forbearance and extension fees of $12,000. Interest expense for the three months ended March 31, 2024 included amortization of debt discount of $2.1 million, contractual interest of $2.0 million and forbearance and extension fees of $1.5 million.
For the three months ended March 31, 2024, we recognized a noncash gain of $17.9 million related to the conversion of White River common stock by ROI into marketable equity securities. During the period, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer. In connection with these transfers, ROI converted a portion of its White River Series A convertible preferred stock into common stock. No such gains were recognized during the three months ended March 31, 2025.
During the three months ended March 31, 2025, we recognized a total net loss on extinguishment of convertible notes of $4.6 million. This amount includes:
| · | A gain of $0.3 million resulting from the conversion of $0.7 million of convertible notes into 0.2 million shares of Class A common stock, which had a fair value of $0.4 million at the time of conversion; |
| · | A loss of $2.6 million related to the issuance of the A&R Forbearance Note. The A&R Forbearance Note, with a principal amount of $3.5 million, was determined to be substantially different from the original note due to significant changes in terms, including the addition of a conversion feature and increased principal amount. As such, extinguishment accounting was applied, and a loss was recognized based on the difference between the value of the A&R Forbearance Note and the net carrying amount of the original note; |
| 6 |
| · | A loss of $1.0 million related to the Orchid convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and |
| · | A loss of $1.3 million related to the SJC convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized. |
During the three months ended March 31, 2024, ROI investors converted $2.3 million of ROI senior secured convertible notes with a fair value of $0.9 million at the time of conversion. As a result, ROI recognized a $1.4 million gain on extinguishment of debt.
Loss from investment in unconsolidated entity was $0.7 million for the three months ended March 31, 2024, representing our share of losses from our equity method investment in Algorhythm Holdings, Inc.
On March 28, 2025, AVLP, a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the condensed consolidated statement of operations for the three months ended March 31, 2025.
During the three months ended March 31, 2024, we recorded a $3.1 million loan loss reserve related to the promissory note from Ault & Company, Inc. (“Ault & Company”), due to uncertainties surrounding collection. The reserve was recorded within provision for loan losses – related party.
Income Tax Provision
Our effective tax rate from continuing operations was 1.3% for the three months ended March 31, 2025, compared to 0.0% for the same period in 2024. We recorded an income tax provision of $0.1 million for the three months ended March 31, 2025, and recognized an income tax benefit of $1,000 for the three months ended March 31, 2024.
Liquidity and Capital Resources
As of March 31, 2025, we had cash and cash equivalents of $4.2 million, excluding restricted cash of $20.4 million, compared to $4.5 million in cash and cash equivalents and $20.5 million in restricted cash as of December 31, 2024. The decrease in cash and cash equivalents was primarily driven by cash used in operating activities, debt repayments, and purchases of property and equipment. These outflows were partially offset by cash inflows from financing activities, including the sale of preferred stock and proceeds from notes payable and convertible notes.
Net cash used in operating activities totaled $4.0 million for the three months ended March 31, 2025, compared to $10.2 million for the three months ended March 31, 2024. Cash used in operating activities for the three months ended March 31, 2025 included $5.2 million proceeds from the sale of crypto assets from our Sentinum crypto assets mining operations, offset by operating losses and changes in working capital. Net cash used in operating activities for the three months ended March 31, 2024 included $0.6 million cash used in operating activities from discontinued operations.
Net cash used in investing activities was $1.2 million for the three months ended March 31, 2025, compared to net cash used in investing activities of $1.7 million for the three months ended March 31, 2024. Net cash used investing activities for the three months ended March 31, 2025 included capital expenditures of $2.8 million partially offset by proceeds from collections on notes receivable, related party of $1.9 million. Net cash used in investing activities for the three months ended March 31, 2024 included $1.4 million cash provided by investing activities from discontinued operations.
Net cash provided by financing activities was $4.7 million for the three months ended March 31, 2025, compared to $13.0 million for the three months ended March 31, 2024, and primarily reflects the following transactions:
| · | $17.9 million gross proceeds from notes payable, offset by $13.8 million payments on notes payable; |
| · | $1.9 million gross proceeds from sales of Series D preferred stock; |
| 7 |
| · | $1.9 million payments of preferred dividends; |
| · | $0.9 million gross proceeds from sales of Series G preferred stock, related party; and |
| · | $0.3 million payments on convertible notes payable. |
Net cash provided by financing activities for the three months ended March 31, 2024 included $0.5 million cash used in financing activities from discontinued operations.
Financing Transactions Subsequent to March 31, 2025
Sales of Series G Preferred Stock and Warrants
In April 2025, we sold to Ault & Company 100 shares of Series G preferred stock and Series G warrants to purchase 16,898 shares of Class A common stock, for an aggregate purchase price of $0.1 million.
Issuances of Series D Preferred Stock
From April 1, 2025 through May 15, 2025, we issued a total of 52,700 shares of our Series D preferred stock for the settlement of equity line of credit advances totaling $0.6 million.
April 2025 Convertible Promissory Note
On April 1, 2025, we issued to an institutional investor, a convertible promissory note in the principal face amount of $1.7 million (the “April 2025 Note”) in consideration for an advance of $1.5 million previously made by the investor to us (the “Transaction”). The April 2025 Note has a principal face amount of $1.7 million and was issued with an OID of 10%. The April 2025 Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the April 2025 Note) occurs, at which time the April 2025 Note would accrue interest at 18% per annum. The April 2025 Note will mature on September 30, 2025. The April 2025 Note is convertible into shares of our class A common stock at any time after NYSE approval of the SLAP at a conversion price equal to the greater of (i) $0.40 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of 75% of the VWAP (as defined in the April 2025 Note) of the Class A common stock during the five trading days immediately prior to the closing date or the date of conversion.
April 8, 2025 Convertible Note
On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest daily VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
April 15, 2025 Convertible Promissory Notes
On April 15, 2025, we entered into securities purchase agreements (the “Agreements”) with institutional investors (the “Investors”), pursuant to which we issued to the Investors convertible promissory notes in the aggregate principal face amount of $5.0 million (the “Notes”) in aggregate gross consideration of $4.0 million in cash paid by the Investors to us, prior to placement agent fees and expenses of approximately $0.5 million (the “Transaction”).
The Notes have an aggregate principal face amount of $5.0 million and were issued with an original issue discount of 20%, or $1.0 million. The Notes do not accrue interest unless an event of default at which time the Notes would accrue interest at 20% per annum. The Notes will mature on September 30, 2025. The Notes are convertible into shares (the “Conversion Shares”) of the Company’s class A common stock at any time after NYSE American approval of the supplemental listing application at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
May 13, 2025 OID Only Term Note
On May 13, 2025, we entered into an OID only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor.
| 8 |
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates previously disclosed in the 2024 Annual Report.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable for a smaller reporting company.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon our evaluation, each of our principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting was not effective as of the end of the period covered by this Quarterly Report because the Company has not yet completed its remediation of the material weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the end of its most recent fiscal year.
Management has identified the following material weaknesses:
| 1. | We do not have sufficient resources in our accounting department, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting, related party transactions, fair value estimates, accounting contingencies and analysis of financial instruments for proper classification in the consolidated financial statements, in a timely manner; |
| 2. | Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness; |
| 3. | Our primary user access controls (i.e., provisioning, de-provisioning, privileged access and user access reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively. We did not design and/or implement sufficient controls for program change management to certain financially relevant systems affecting our processes; and |
| 4. | The Company did not design and/or implement user access controls to ensure appropriate segregation of duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition and crypto assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) crypto assets mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue. |
| 9 |
Planned Remediation
Management continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding our IT systems and applications. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) enhancing design and documentation related to both user access and change management processes and control activities; and (ii) developing and communicating additional policies and procedures to govern the area of IT change management. In order to achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis:
| · | Engaging a third-party specialist to assist management with improving the Company’s overall control environment, focusing on change management and access controls; |
| · | Implementing new applications and systems that are aligned with management’s focus on creating strong internal controls; and |
| · | Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong Sarbanes Oxley and internal control backgrounds. |
We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Despite the existence of these material weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Changes in Internal Controls over Financial Reporting.
Except as detailed above, during the fiscal quarter ended March 31, 2025, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
| 10 |
PART II — OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
Litigation Matters
The Company is involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.
Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of a loss related to such matters.
Arena Litigation
Arena Investors, LP (ROI Litigation)
On May 30, 2024, Arena Investors, LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v. Ault Alliance, Inc. and RiskOn International, Inc., Index No. 652792/2024.
The ROI Complaint asserts a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others, the Company and Arena, and seeks damages in the amount of in excess of $3.75 million, plus interest, attorneys’ fees, costs, expenses, and disbursements.
The ROI Complaint also asserts a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI.
On July 31, 2024, the Company and ROI filed a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant, in its entirety, as against ROI.
On or about January 21, 2025, the Court entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and granting the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI.
On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses.
Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has recorded the unpaid portion of the notes. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.
Other Litigation Matters
With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
| 11 |
| ITEM 1A. | RISK FACTORS |
There are no updates or changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
None.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None of the Company’s
directors and officers
| ITEM 6. | EXHIBITS |
| 12 |
| 13 |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 14 |
SIGNATURES
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 thereunto duly authorized.
Dated: May 20, 2025
| HYPERSCALE DATA, INC. | |||
| By: | /s/ William B. Horne | ||
| William B. Horne | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
| By: | /s/ Kenneth S. Cragun | ||
| Kenneth S. Cragun | |||
| Chief Financial Officer | |||
| (Principal Accounting Officer) | |||
15
EXHIBIT 31.1
CERTIFICATION
I, William B. Horne, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hyperscale Data, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 20, 2025
| /s/ William B. Horne | |
| Name: William B. Horne | |
| Title: Chief Executive Officer | |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Kenneth S. Cragun, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hyperscale Data, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 20, 2025
| /s/ Kenneth S. Cragun | |
| Name: Kenneth S. Cragun | |
| Title: Chief Financial Officer | |
| (Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Hyperscale Data, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: May 20, 2025 | ||
| By: /s/ William B. Horne | ||
| Name: William B. Horne | ||
| Title: Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 20, 2025 | ||
| By: /s/ Kenneth S. Cragun | ||
| Name: Kenneth S. Cragun | ||
| Title: Chief Financial Officer | ||
| (Principal Accounting Officer) |