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):  February 26, 2025

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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:

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. o

As previously reported in the Current Report on Form 8-K filed by Hyperscale Data, Inc., a Delaware corporation (the “Company”) on July 18, 2024, the Company entered into a note purchase agreement with an institutional investor (the “Investor”) pursuant to which the Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor, a $5,390,000 10% OID Convertible Promissory Note for $4,900,000 (the “Old Note”), which transaction closed on July 19, 2024. The Old Note had a maturity date of October 19, 2024.

As previously reported in the Current Report on Form 8-K filed by the Company on December 10, 2024,  the Company and the Investor entered into a Forbearance Agreement (the “Forbearance Agreement”) pursuant to which the Investor agreed to forebear through the close of business on December 31, 2024, from exercising the rights and remedies it is entitled to under the Old Note, and any and all transaction documents related thereto, in consideration for the Company’s agreement to issue a convertible promissory note in the amount of $853,067.93 (the “Forbearance Note”), which transaction closed on December 10, 2024.

On February 25, 2025, the Company and the Investor entered into an amended and restated forbearance agreement (the “A&R 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 to under the Old Note, and any and all transaction documents related thereto, in consideration for the Company’s agreement to issue the A&R Forbearance Note (as hereinafter defined).

Description of the A&R Forbearance Note

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”), consisting of (i) the amount then due under the Forbearance Note of $887,985.29, (ii) a forbearance extension fee of $311,916.67 and (iii) a true-up amount of $2,300,098.04. Subject to the approval by the NYSE American LLC (“NYSE”) and the Company’s stockholders (the “Stockholder Approval”), the A&R Forbearance Note shall be convertible into shares of class A common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Conversion Shares”), at a conversion price equal to $2.00 (the “Conversion Price”). The A&R Forbearance Note will accrue interest at the rate of 18% per annum and mature on May 15, 2025.

The A&R Forbearance Note is convertible at any time after NYSE approval of the Supplemental Listing Application and Stockholder Approval into shares of Common Stock at the Conversion Price, subject to adjustment. The Company may not issue Conversion Shares to the extent such issuances would be prohibited in accordance with the rules and regulations of the NYSE unless the Company first obtains Stockholder Approval.

The A&R Forbearance Note contains standard and customary events of default including, but not limited to, failure to pay amounts due under the A&R Forbearance Note when required, default in covenants, bankruptcy events and suspension or delisting from trading of our Common Stock on an eligible exchange.

The foregoing descriptions of the terms of the A&R Forbearance Note and the A&R Forbearance Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the form of A&R Forbearance Note and A&R Forbearance Agreement which are annexed here as Exhibits 4.1 and 10.1 and are incorporated herein by reference.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The A&R Forbearance Note described in this Current Report on Form 8-K was offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

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.

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