UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): March 27, 2025
HYPERSCALE DATA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-12711 | 94-1721931 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, $0.001 par value | GPUS | NYSE American | ||
| American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On March 27, 2025, Hyperscale Data, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”). As of January 28, 2025, the record date for the Meeting, the Company had outstanding and entitled to vote (i) 1,259,893 shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”) issued and outstanding, (ii) 4,998,597 shares of its Class B Common Stock, par value $0.001 per share issued and outstanding, (iii) 50,000 shares of its Series C Convertible Preferred Stock issued and outstanding and (iv) 860 shares of its Series G Convertible Preferred Stock (the “Series G 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 one proposal, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 24, 2025. At the Meeting, stockholders approved the proposal that was 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 the matter voted upon by the Company’s stockholders.
Proposal One: Approval of, pursuant to Rule 713(a) and (b) of the NYSE American, of the conversion of the Company’s 25,000 shares of the Series G Preferred Stock into the Company’s Class A Common Stock and warrants to purchase shares of Class A Common Stock, for a total purchase price of up to $25,000,000, pursuant to the Securities Purchase Agreement dated December 21, 2024.
| For | Against | Abstain | Broker Non-Votes | ||||
| 138,996 | 27,268 | 5,279 | 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: March 27, 2025 | /s/ Henry Nisser | |
|
Henry Nisser President and General Counsel |