UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 |