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): June 4, 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 190, Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| 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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, on February 25, 2025, Hyperscale Data, Inc. (the “Company”) entered into an amended and restated forbearance agreement with an institutional investor (the “Investor”) pursuant to which the Company issued to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), which matured on May 15, 2025.
On June 3, 2025, the Company and the Investor entered into an amendment to the A&R Forbearance Note (the “Amendment”), pursuant to which the maturity date of the A&R Forbearance Note was extended until June 30, 2025, with an effective date as of May 15, 2025.
The foregoing description of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between May 22, 2025 and June 3, 2025, the Company issued an aggregate of 573,416 shares of Class A Common Stock upon conversion of approximately 2,088.5883 shares of Series B Convertible Preferred Stock. The shares of Class A Common Stock were issued in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended. As of June 3, 2025, the Company had 2,801,001 shares of Class A Common Stock outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Form of Amendment. | |
| 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). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYPERSCALE DATA, INC. | |
| Dated: June 4, 2025 | /s/ Henry Nisser |
| Henry Nisser | |
| President and General Counsel |
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Exhibit 10.1
HYPERSCALE DATA, Inc.
Amendment To
Amended and Restated Convertible Promissory Note
This amendment (the “Amendment”), dated as June 3, 2025 to the Amended and Restated Convertible Promissory Note dated February 25, 2025 (the “Note”), issued to Esousa Group Holdings LLC (“Esousa”) by Hyperscale Data, Inc. (“HDI”) in the original principal amount of $3.5 million. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Note.
WHEREAS, the Maturity Date of the Note was May 15, 2025.
WHEREAS, HDI and Esousa desire to amend the Note in certain respects to extend the Maturity Date to June 30, 2025.
NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:
1. Section 24(n) of the Note is hereby deleted and replaced in its entirety by the following:
“(n) ‘Maturity Date’ shall mean June 30, 2025.”
2. 6. Notwithstanding the date of execution hereunder, this Amendment shall be deemed effective as of May 15, 2025, and Esousa confirms and acknowledges that no Event of Default occurred under the Note as a result of any lapse of time between May 15, 2025 and the date of execution of this Amendment.
3. This Amendment shall be binding on the Holder and all of its successors, heirs, personal representatives and assigns and permitted transferees.
4. Except as amended hereby, the Note shall remain unmodified and is hereby ratified in all respects.
5. This Amendment may be executed and delivered (including by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
Agreed this 3rd day of June, 2025.
| HYPERSCALE DATA, INC. | ESOUSA GROUP HOLDINGS LLC | ||||
| By: | By: | ||||
| William B. Horne Chief Executive Officer |
Michael Wachs Managing Member | ||||