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
___________________________________________________________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| American |
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
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between June 23, 2025 and July 1, 2025, Hyperscale Data, Inc. (the “Company”) issued an aggregate of 2,820,792 shares of Class A Common Stock upon conversion of $4,180,525 of outstanding convertible notes. Between June 24, 2025 and July 1, 2025, the Company issued an aggregate of 3,042,581 shares of Class A Common Stock upon conversion of approximately 3,093.27 shares of Series B Convertible Preferred Stock. On June 24, 2025, the Company issued an aggregate of 110 shares of Class A Common Stock upon conversion of an equal number of shares of Class B Common 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.
Between June 26, 2025 and July 1, 2025, the Company issued an aggregate of 2,670,153 shares of Class A Common Stock upon conversion of $2,799,152 of an outstanding convertible note. The Class A Common Stock were offered and sold in reliance upon an exemption from the registration requirements under Section 3(a)(9) under the Securities Act.
As of July 1, 2025, the Company had 15,144,926 shares of Class A Common Stock outstanding.
| 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). |
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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: July 1, 2025 |
/s/ Henry Nisser |
|
Henry Nisser President and General Counsel |
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