UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 3”) amends and restates (i) the Current Report on Form 8-K (the “Original Form 8-K”) filed by Hyperscale Data, Inc., a Delaware corporation formerly known as Ault Alliance, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on November 7, 2023, (ii) the Current Report on Form 8-K/A filed on March 26, 2024 (the “March 2024 Form 8-K”) and (iii) the Current Report on Form 8-K/A filed on September 17, 2024 (the “September 2024 Form 8-K”) and with the Original Form 8-K, the “Prior Forms 8-K”) filed by the Company with the Commission on March 31, 2025 disclosing an amendment to the Agreement (as defined below) dated March 30, 2025.
This Amendment No. 3 is filed solely for the purpose of disclosing an Amendment dated March 30, 2025 (the “Third Amendment”) to the Securities Purchase Agreement dated November 6, 2023 (the “Agreement” and as amended, the “Amended Agreement”), entered into by and between the Company and Ault & Company, Inc., a Delaware corporation (the “Purchaser”), to provide for an extension of the closing date of the final tranche of the Financing (as defined below).
Other than the foregoing, this Third Amendment speaks as of the original date of the Original Form 8-K and does not reflect events that may have occurred subsequent to the date of the Original Form 8-K, except for (i) the reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which was effective as of January as of January 16, 2024 and November 20, 2024, (ii) closings of the Financing that occurred since the Execution Date (as defined below), (iii) adjustment to the Conversion Price (as defined below) upon an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, (iv) removal of Item 7.01 and the referenced press release of the Original Form 8-K, and (v) the contents of the September 2024 Form 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 6, 2023 (the “Execution Date”), the Company entered into the Agreement with the Purchaser, pursuant to which the Company agreed to sell to the Purchaser up to 50,000 shares of Series C convertible preferred stock (the “Series C Convertible Preferred Stock”), and Series C Warrants to purchase shares of Common Stock, in one or more closings, for a total purchase price of up to $50,000,000.00 (the “Financing”).
On March 25, 2024, the Company and the Purchaser entered into the First Amendment, pursuant to which the total amount of the Financing was increased to $75,000,000.00, with the COD and the Series C Warrants being amended accordingly.
The Purchaser is an affiliate of the Company.
On March 30, 2025, the Company and the Purchaser entered into the Third Amendment. Pursuant to the Second Amendment, the “Termination Date” was amended from December 31, 2024 to March 31, 2025, in each case subject to the right of the Purchaser to extend such date for an additional ninety (90) days. As of March 30, 2025, the Purchaser had purchased an aggregate of 50,000 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $50 million.
The foregoing description of the Third Amendment as well as the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Second Amendment filed hereto as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Amendment to the Securities Purchase Agreement, dated March 30, 2025. | |
| 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: March 31, 2025 |
/s/ Henry Nisser | |
|
Henry Nisser President and General Counsel |
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