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. |
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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