GPUS 8-K
Hyperscale Data, Inc. (GPUS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 19, 2025, Hyperscale Data, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). As of April 30, 2025, the record date for the Meeting, the Company had outstanding and entitled to vote (i) 1,706,356 shares of its Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), (ii) 4,995,709 shares of its Class B Common Stock, par value $0.001 per share, (iii) 50,000 shares of its Series C Convertible Preferred Stock and (iv) 960 shares of its Series G Convertible Preferred Stock issued and outstanding, which together constitute all of the outstanding voting capital stock of the Company.
At the Meeting, the stockholders voted on seven proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 2, 2025. At the Meeting, stockholders approved the proposals that were presented for a vote. The table below sets forth the number of votes cast for and against, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.
Proposal One: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of the Company’s 60,000 shares of Series B Preferred Stock into the Company’s Class A Common Stock, pursuant to the Securities Purchase Agreement dated March 31, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,042,907 | 40,310 | 847 | 0 |
Proposal Two: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of the SJC Exchange Note in the principal amount of $4,909,410.96 into Class A Common Stock, which SJC Exchange Note was issued to the holder on March 21, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,043,732 | 39,424 | 908 | 0 |
Proposal Three: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of the A&R Forbearance Note in the principal amount of $3,500,000 into Class A Common Stock, which A&R Forbearance Note was issued pursuant to the Forbearance Agreement dated February 25, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,043,589 | 39,534 | 941 | 0 |
Proposal Four: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of the Orchid Exchange Note in the principal amount of $4,193,314.54 into Class A Common Stock, which Orchid Exchange Note was issued pursuant to the Exchange Agreement dated March 14, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,043,672 | 39,490 | 902 | 0 |
Proposal Five: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of the Orchid Convertible Note in the principal amount of $1,650,000 into Class A Common Stock, which Orchid Convertible Note was issued to the holder on April 1, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,044,248 | 38,792 | 1,024 | 0 |
Proposal Six: Approval of, pursuant to Rule 713(a) of the NYSE American, the conversion of Target Capital Convertible Note in the principal amount of $3,750,000 into Class A Common Stock, which Target Capital Convertible Note was issued to the holder on April 15, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,043,875 | 39,254 | 935 | 0 |
Proposal Seven: Approval of, pursuant to pursuant to Rule 713(a) of the NYSE American, the conversion of the Secure Net Capital Convertible Note in the principal amount of $1,250,000 into Class A Common Stock, which Secure Net Capital Convertible Note was issued to the holder on April 15, 2025.
| For | Against | Abstain | Broker Non-Votes | |||
| 43,043,775 | 39,349 | 940 | 0 |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYPERSCALE DATA, INC. | ||
| Dated: May 19, 2025 | /s/ Kenneth S. Cragun | |
| Kenneth S. Cragun | ||
| Chief Financial Officer |