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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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 2, 2024 (the “Execution Date”), Third Avenue Apartments LLC, (“Third Avenue”) a wholly owned indirect subsidiary of Hyperscale Data, Inc. (the “Company”) entered into a contract of sale (the “Agreement”) with a third party (the “Purchaser”). Pursuant to the Agreement, Third Avenue agreed to sell to the Purchaser the real estate property in St. Petersburg, Florida (the “Property”) for $13.2 million (the “Purchase Price”). The closing of the sale of the Property is expected to occur on or before December 31, 2024, subject to the completion of due diligence and the satisfaction of various closing conditions set forth in the Agreement. The Purchaser has the right to terminate the Agreement for any or no reason within 60 days of the Execution Date. The Company is obligated to pay $11 million of the Purchase Price into the segregated account for the benefit of its senior secured lenders, pursuant to the loan and guaranty agreement, dated as of December 14, 2023, entered into, by among others, Third Avenue and the Company (the “Secured Loan”), in order to release the Property from the Secured Loan.
The foregoing description of the terms of the Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Form of Agreement, which is annexed here as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Contract of Sale, dated October 2, 2024, by and between Third Avenue and the Purchaser. | |
| 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: October 3, 2024 | /s/ Henry Nisser | |
|
Henry Nisser President and General Counsel |
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