Filing Analysis
Hyperscale Data, Inc. is implementing a 1-for-5 reverse stock split for both its Class A and Class B common stock, effective August 24, 2026. The move aims to consolidate outstanding shares and will result in a new CUSIP number for the trading security.
🚩 Red Flags
- Reverse stock split (often used to prevent delisting due to low share price)
- Significant reduction in total shares outstanding
📋 Key Facts
- The Class A Reverse Stock Split ratio is set at 1-for-5.
- Class A shares will be reduced from approximately 679,910,173 to approximately 135,982,034 shares.
- Class B shares will be reduced from approximately 23,878,628 to approximately 4,775,727 shares.
- The split becomes effective in Delaware at 11:59 PM ET on August 24, 2026.
- Trading on the NYSE American will resume on a split-adjusted basis on August 25, 2026, under a new CUSIP (09175M 879).
- All options, warrants, and similar instruments will be proportionally adjusted.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is set for August 31, 2026, with payment scheduled for September 10, 2026.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: August 31, 2026.
- Payment date for both dividends: September 10, 2026.
Hyperscale Data, Inc. has announced a planned reverse stock split via a press release issued on August 13, 2026.
🚩 Red Flags
- Planned reverse stock split: Often used to combat low share prices and avoid delisting from exchanges like NYSE American.
📋 Key Facts
- Company announced a planned reverse stock split on August 13, 2026.
- The announcement was made via a press release (Exhibit 99.1).
- The filing is categorized under Item 7.01 (Regulation FD Disclosure).
Hyperscale Data, Inc. has implemented a Bitcoin-backed DeFi financing strategy using the Morpho Protocol to borrow against its digital asset treasury. As of August 2, 2026, the company has $30 million in outstanding variable-rate borrowings used to fund AI data center development and working capital.
🚩 Red Flags
- Use of highly volatile collateral (Bitcoin) for debt obligations.
- Risk of liquidation if the value of pledged Bitcoin falls below required maintenance thresholds.
- Exposure to smart contract/protocol risk inherent in decentralized finance (DeFi) lending.
📋 Key Facts
- Established an overcollateralized digital asset borrowing facility via Morpho Protocol (DeFi).
- As of August 2, 2026, approximately $30 million is outstanding under these borrowings.
- Borrowings are secured by Bitcoin holdings and carry a variable interest rate of approximately 4.9%.
- Proceeds are earmarked for the development of a Michigan AI data center campus and general working capital.
- The financing strategy aims to retain long-term exposure to Bitcoin while accessing liquidity.
Hyperscale Data, Inc. issued an 8-K to announce the release of its 2027 financial guidance and a corresponding investor presentation. The company also scheduled an investor conference call for August 4, 2026, to discuss these projections and underlying business assumptions.
📋 Key Facts
- Company issued 2027 financial guidance via press release on August 4, 2026.
- An investor conference call was scheduled for August 4, 2026, to discuss the guidance and planned business activities.
- The company provided a corporate presentation (Exhibit 99.1) containing nonpublic information for the call.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is July 31, 2026, with payment scheduled for August 10, 2026.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: July 31, 2026.
- Payment date for both dividends: August 10, 2026.
Hyperscale Data, Inc. filed a Regulation FD disclosure to publicize a corporate presentation containing nonpublic information. The filing is intended to ensure compliance with fair disclosure requirements regarding the release of company prospects.
📋 Key Facts
- The company intends to publicize a 'Corporate Presentation' (Exhibit 99.1).
- The presentation may contain nonpublic information subject to Regulation FD.
- Filing date: June 26, 2026.
Hyperscale Data, Inc. (via its subsidiary Alliance Cloud Services, LLC) entered into a Master Services Agreement to provide 20 MW of AI computing capacity at its Michigan facility. The contract features significant upfront cash inflows and potential long-term revenue scaling up to $3 billion.
🚩 Red Flags
- Customer identity is not disclosed, making it impossible to verify the creditworthiness or scale of the counterparty.
- Significant portion of total contract value ($1.8B difference) is contingent upon future options and expansion rights rather than guaranteed revenue.
📋 Key Facts
- Agreement executed on June 23, 2026, with an unnamed customer.
- Total deployment: ~20 MW of AI computing capacity in Dowagiac, Michigan, delivered in two phases (10 MW each).
- Phase 1 target delivery: September 21, 2026; Phase 2 target delivery: End of 2026.
- Up-front non-recurring service charge (NRC) of $5,000,000 due on execution date.
- Cash security deposit of $5,600,000 required at execution.
- Total contract value estimated at $1.2 billion over a 10-year term (plus two 5-year extensions).
- Potential total contract value increases to $3 billion if the customer exercises a right of first offer for an additional 32 MW.
- The Customer has a right of first offer on an additional 32 MW of capacity.
Hyperscale Data, Inc. has entered into an At-the-Market (ATM) issuance agreement to sell up to $300 million of Class A common stock. Additionally, the company announced cash dividends for its Series D and Series E preferred stockholders.
🚩 Red Flags
- Significant potential dilution: A $300 million ATM offering is substantial for a micro-cap company and can create prolonged downward pressure on the stock price.
- Multiple 8-K items in a single filing (1.01 and 7.01), combining a massive equity raise with preferred dividend payments.
📋 Key Facts
- Entered into an ATM Sales Agreement with Spartan Capital Securities, LLC on June 18, 2026.
- Aggregate offering price of common stock is up to $300,000,000.
- The offering utilizes an existing shelf registration statement (No. 333-291595) effective since December 11, 2025.
- Announced a cash dividend of $0.2708333 per share for 13.00% Series D Cumulative Redeemable Preferred Stock.
- Announced a cash dividend of $0.20833 per share for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock.
- Dividend record date is June 30, 2026, with payment on July 10, 2026.
Hyperscale Data, Inc. issued a press release announcing advanced negotiations for a master services agreement at its Michigan data center. The potential agreement involves providing 20 megawatts of power and is estimated to be worth over $1.0 billion over a 20-year term.
🚩 Red Flags
- The announcement is based on 'advanced negotiations' rather than a signed, binding contract, creating execution risk.
📋 Key Facts
- Announcement date: June 15, 2026
- Project location: Michigan data center
- Capacity: 20 megawatts of power
- Estimated value: In excess of $1.0 billion
- Estimated duration: 20 years
- Status: Advanced negotiations (not yet executed)
Hyperscale Data, Inc. entered into a Pre-Paid Advance Agreement (PPA) with YA II PN, Ltd. (Yorkville) on June 11, 2026, receiving net proceeds of $15,000,520 in exchange for a face value advance of $15,958,000.
🚩 Red Flags
- Death spiral characteristics: The variable pricing mechanism (90% of VWAP) allows the lender to profit from a declining share price, creating significant dilution risk.
- Aggressive amortization terms: The requirement for monthly cash payments of $2.5M plus a 10% premium in the event of a Registration or Exchange Cap event could create severe liquidity pressure.
- High default interest: Interest jumps from 4% to 18% upon default.
📋 Key Facts
- Net proceeds received: $15,000,520 (94% of the $15,958,000 face amount).
- Interest rate: 4% annually, increasing to 18% upon default.
- Repayment mechanism: Yorkville can offset the balance by purchasing Class A common stock at the lower of $0.2153 or 90% of the 5-day VWAP (Floor price: $0.10).
- Amortization trigger: If shares are not eligible for sale for 10 days or the Exchange Cap is hit, the company must make monthly cash payments of up to $2.5M plus 10% premium and interest.
- Prepayment: Company can prepay in cash if VWAP is below $0.2153, subject to a 10% prepayment premium.
Hyperscale Data, Inc. terminated its amended and restated At-the-Market (ATM) Issuance Sales Agreement with Spartan Capital Securities, LLC and Wilson-Davis & Co., Inc., effective June 8, 2026.
📋 Key Facts
- Termination of ATM agreement dated January 16, 2026
- Approximately 137.6 million shares of Common Stock were sold under the ATM
- Gross proceeds raised were approximately $24.7 million
- Average sale price per share was approximately $0.1793
- Termination effective date is June 8, 2026
Hyperscale Data, Inc. announced the declaration of cash dividends for its Series D and Series E Cumulative Redeemable Perpetual Preferred Stock. The dividends are scheduled for payment on June 10, 2026, to shareholders of record as of May 31, 2026.
📋 Key Facts
- Series D Preferred Stock dividend is $0.2708333 per share.
- Series E Preferred Stock dividend is $0.20833 per share.
- The record date for both dividends is May 31, 2026.
- The payment date for both dividends is June 10, 2026.
- The announcement was disclosed under Item 7.01 (Regulation FD Disclosure).
Hyperscale Data, Inc., through its subsidiary Omnipresent Robotics LLC, entered into a definitive agreement with Singapore-based AGIBOT PTE. LTD. to purchase up to 143 intelligent robots for approximately $13.4 million. The agreement allows the company to resell the products under its own brand and includes plans to establish a robot data collection center.
🚩 Red Flags
- Delayed disclosure of the initial partnership (April 15) until the definitive Appendix was signed on May 9.
📋 Key Facts
- Agreement signed on May 9, 2026, supplementing a prior Partner Agreement from April 15, 2026.
- Total purchase price for 143 intelligent robot products is approximately $13.4 million.
- Omnipresent Robotics is authorized to white-label and resell AGIBOT products under its own brand.
- The agreement includes the establishment of a robot data collection center.
- The company initially viewed the April 15 agreement as a non-material memorandum of understanding but now classifies the relationship as a material definitive agreement.
Hyperscale Data, Inc. announced on May 7, 2026, that it is exploring a wide range of strategic and financial alternatives to enhance stockholder value. The evaluation includes potential share repurchases, tender offers, strategic partnerships, and divestitures.
📋 Key Facts
- Announced evaluation of strategic and financial options on May 7, 2026.
- Potential actions include share repurchases, issuer tender offers, and structured capital return programs.
- Other options being considered are strategic partnerships, financings, acquisitions, and divestitures.
- The announcement was made via a press release furnished as Exhibit 99.1.
Hyperscale Data, Inc. announced that its Executive Chairman, Milton C. Ault, will present at the Consensus 2026 conference on May 7, 2026. The presentation focuses on the market structure for tokenized assets and Real World Assets (RWAs) on the Ault Blockchain.
📋 Key Facts
- Executive Chairman Milton C. Ault speaking at Consensus 2026 on May 7, 2026
- Session title: 'What Gets Traded: Silver, RWAs, and the Market Structure for Tokenized Assets on Ault Blockchain'
- Company furnished a Corporate Presentation (Exhibit 99.1) and a Press Release (Exhibit 99.2)
- The filing was made under Item 7.01 Regulation FD Disclosure
Hyperscale Data, Inc. issued a press release on April 30, 2026, providing revised preliminary financial information for the first quarter ended March 31, 2026. This filing indicates a modification to previously reported or expected preliminary results for the period.
🚩 Red Flags
- The disclosure of 'revised' preliminary financial information suggests that initial internal estimates or previously communicated preliminary figures were inaccurate or required significant adjustment.
📋 Key Facts
- The company reported revised preliminary financial results for the three months ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The company's Class A Common Stock (GPUS) and 13.00% Series D Preferred Stock (GPUS PD) are listed on the NYSE American.
- The press release was issued on the same day as the filing, April 30, 2026.
Hyperscale Data, Inc. announced an investor conference call for April 21, 2026, to discuss the launch of intelligent AI robotics and data collection by its subsidiary, Omnipresent Robotics, LLC. The company furnished an investor presentation as part of the Regulation FD disclosure.
📋 Key Facts
- Investor conference call held on April 21, 2026
- Focus on subsidiary Omnipresent Robotics, LLC
- Launch of intelligent AI robotics and data collection initiatives
- Investor presentation furnished as Exhibit 99.1
Hyperscale Data, Inc. amended its Certificate of Incorporation to increase authorized Class A common shares by 400%, from 500 million to 2.5 billion. The company also announced a strategic robotics partnership via its subsidiary and declared dividends for two series of preferred stock.
🚩 Red Flags
- Massive 5x increase in authorized shares typically signals significant impending shareholder dilution.
- High cost of capital evidenced by 13% and 10% preferred dividend obligations.
📋 Key Facts
- Authorized Class A common stock increased from 500,000,000 to 2,500,000,000 shares effective April 16, 2026.
- Subsidiary Omnipresent Robotics, LLC entered a strategic partnership with AGIBOT PTE. LTD. for AI data collection and robotic systems.
- Declared a cash dividend of $0.2708333 per share for 13.00% Series D Preferred Stock.
- Declared a cash dividend of $0.20833 per share for 10.00% Series E Preferred Stock.
- Dividends are payable on May 11, 2026, to holders of record as of April 30, 2026.
Hyperscale Data, Inc. stockholders approved a reverse stock split and a massive five-fold increase in authorized Class A common shares from 500 million to 2.5 billion. The meeting also authorized the conversion of $100 million in Series H Preferred stock and equity grants to company insiders.
🚩 Red Flags
- Reverse stock split approval (often used to maintain listing or facilitate further dilution).
- 500% increase in authorized share count (from 500M to 2.5B) signaling extreme future dilution risk.
- Approval of equity issuances to insiders (directors and officers) alongside dilutive structural changes.
- Initial failure to reach a quorum for the special meeting.
📋 Key Facts
- Stockholders approved a reverse stock split ratio between 1-for-2 and 1-for-5 to be determined by the Board.
- Authorized Class A Common Stock increased from 500,000,000 to 2,500,000,000 shares.
- Approved the conversion of up to 100,000 shares of Series H Preferred into Class A Common Stock for a total price of up to $100,000,000.
- Approved equity issuances to directors and executive officers pursuant to NYSE American Rule 711.
- The Special Meeting was reconvened on April 10, 2026, after an initial adjournment on March 18, 2026, due to a lack of quorum.
Hyperscale Data, Inc. announced its unaudited preliminary financial results for the first quarter ended March 31, 2026, via a press release on April 7, 2026.
📋 Key Facts
- The filing reports preliminary financial information for the three months ended March 31, 2026.
- The information was disclosed under Item 2.02 (Results of Operations and Financial Condition).
- The company's Class A Common Stock (GPUS) and 13.00% Series D Preferred Stock (GPUS PD) are listed on the NYSE American.
- The report was signed by Chief Financial Officer Kenneth S. Cragun.
Hyperscale Data, Inc. announced cash dividends for its 13.00% Series D and 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock. The dividends are scheduled for payment on April 10, 2026, to holders of record as of March 31, 2026.
🚩 Red Flags
- The high coupon rates (13.00% and 10.00%) on the preferred stock suggest a high cost of capital for the company.
📋 Key Facts
- Cash dividend of $0.2708333 per share for 13.00% Series D Cumulative Redeemable Preferred Stock.
- Cash dividend of $0.20833 per share for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock.
- Record date for both dividends is March 31, 2026.
- Payment date for both dividends is April 10, 2026.
- The announcement was made via a press release on March 20, 2026.
Hyperscale Data, Inc. adjourned its Special Meeting of Stockholders originally scheduled for March 18, 2026, due to the absence of a quorum. The meeting has been rescheduled for April 10, 2026, to vote on proposals previously outlined in the company's March 3, 2026, proxy statement.
🚩 Red Flags
- Lack of shareholder engagement or difficulty reaching a quorum can sometimes indicate challenges in passing specific corporate actions, common in micro-cap companies with high retail ownership.
📋 Key Facts
- The Special Meeting convened on March 18, 2026, but failed to reach a quorum.
- The meeting is adjourned to April 10, 2026, at 9:00 a.m. Pacific Time.
- The record date for stockholders entitled to vote remains January 22, 2026.
- The company will continue to solicit proxies during the adjournment period.
- No changes were made to the proposals to be voted upon.
Hyperscale Data, Inc. issued a press release on March 11, 2026, announcing its preliminary financial results for the fiscal year ended December 31, 2025, and providing revenue guidance for the 2026 fiscal year.
📋 Key Facts
- The company reported preliminary financial results for the twelve-month period ended December 31, 2025.
- Management provided forward-looking guidance regarding the company's 2026 revenue.
- The disclosure was made under Item 2.02 (Results of Operations and Financial Condition).
- The press release was furnished as Exhibit 99.1 to the 8-K filing.
Hyperscale Data, Inc. entered into an At-the-Market (ATM) Issuance Sales Agreement to sell up to $35.4 million of its 13% Series D Cumulative Redeemable Perpetual Preferred Stock. The offering will be conducted through Wilson-Davis & Co., Inc. as the sales agent.
🚩 Red Flags
- Issuance of high-yield (13%) preferred stock often indicates a need for immediate liquidity or an expensive cost of capital.
- Potential dilution to common shareholders through the issuance of new equity securities.
📋 Key Facts
- Company entered into an At-the-Market (ATM) Issuance Sales Agreement on February 13, 2026.
- The offering involves up to $35,400,000 of 13% Series D Cumulative Redeemable Perpetual Preferred Stock.
- Sales agent is Wilson-Davis & Co., Inc.
- The sale will be conducted under an existing shelf registration statement (Form S-3) filed on November 17, 2025.
- The preferred stock carries a 13% dividend rate.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is February 28, 2026, with payment scheduled for March 10, 2026.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: February 28, 2026.
- Payment date for both dividends: March 10, 2026.
Hyperscale Data, Inc. announced the appointment of Michael 'Mickey' Lorber to its Board of Directors and as Chairman of the Audit Committee, effective January 19, 2026. The move includes an expansion of the Board size from six to seven members.
🚩 Red Flags
- Compensation structure for new director is tied to specific regulatory/stockholder approvals, indicating potential volatility or pending governance changes.
📋 Key Facts
- Michael 'Mickey' Lorber appointed to the Board and Audit Committee (Chairman) effective Jan 19, 2026.
- Mr. Lorber is a former Audit Partner at Baker Tilly US, LLP and Squar Milner, LLP with extensive experience in U.S. GAAP and internal controls.
- Board size increased from six to seven members.
- Non-employee director annual compensation increased to $55,000; Lead Independent Director and Audit Committee Chair receive an additional $10,000.
- Mr. Lorber granted 250,000 Class A Common Stock options at an exercise price of $0.297 per share.
- Option vesting is contingent upon stockholder and NYSE American approval.
Hyperscale Data, Inc. has amended its previously disclosed At-the-Market (ATM) offering to add Wilson-Davis & Co., Inc. as an additional sales agent alongside Spartan Capital Securities, LLC.
🚩 Red Flags
- Ongoing use of an ATM offering can lead to significant shareholder dilution in micro-cap companies.
📋 Key Facts
- The company is increasing the number of agents for its $50,000,000 ATM offering.
- Original Sales Agreement was dated December 19, 2025, with Spartan Capital Securities, LLC.
- Amended and Restated Sales Agreement (dated January 16, 2026) adds Wilson-Davis & Co., Inc. as an additional agent.
- The offering is conducted under a Form S-3 shelf registration statement declared effective on December 11, 2025.
- The total aggregate offering price of the ATM program is up to $50,000,000.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is January 31, 2026, with payment scheduled for February 10, 2026.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: January 31, 2026.
- Payment date for both dividends: February 10, 2026.
Hyperscale Data, Inc. held its 2025 Annual Meeting of Stockholders on December 29, 2025. The company successfully elected six directors and approved several key shareholder proposals, including the ratification of its independent auditor.
📋 Key Facts
- Annual Meeting held on December 29, 2025.
- Six director nominees (Milton C. Ault, III; William B. Horne; Henry C. Nisser; Robert O. Smith; Jeffrey A. Bentz; Mordechai Rosenberg) were elected to hold office until the next annual meeting.
- CBIZ CPAs P.C. was ratified as the independent registered public accounting firm for fiscal year 2025.
- Shareholders approved a non-binding advisory vote on executive compensation (Say-on-Pay).
- Shareholders approved the frequency of Say-on-Pay votes to be every three years.
- The 2025 Stock Incentive Plan was approved by stockholders.
Hyperscale Data, Inc. entered into an At-the-Market (ATM) issuance sales agreement with Spartan Capital Securities, LLC to sell up to $50 million of its Class A common stock.
🚩 Red Flags
- Potential for significant shareholder dilution through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can signal a need for liquidity.
📋 Key Facts
- Entered into Sales Agreement on December 19, 2025, with Spartan Capital Securities, LLC as the agent.
- The offering size is an aggregate price of up to $50,000,000 in Class A common stock.
- Sales will be conducted via an 'at the market' (ATM) offering pursuant to a shelf registration statement on Form S-3.
- The company retains control over sales parameters, including volume, timing, and minimum price.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is set for December 31, 2025, with payments scheduled for January 12, 2026.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: December 31, 2025.
- Payment date for both dividends: January 12, 2026.
Hyperscale Data, Inc. entered into a Note Purchase Agreement to borrow $12.768 million via secured convertible promissory notes with JGB Capital and affiliates. The deal includes significant collateralization requirements involving Bitcoin and real estate.
🚩 Red Flags
- Highly dilutive convertible notes with a low floor price ($0.30) that is explicitly protected against reverse stock splits.
- Significant collateral requirement: $15.96M in Bitcoin must be held in a controlled account, which may impact liquidity/treasury management.
- Subordination of existing obligations (ACS obligation to Ault Lending subordinated to Investors).
- The conversion price mechanism is heavily weighted in favor of the investors via the floor price protection.
📋 Key Facts
- Total principal amount: $12,768,000 (includes $768,000 original issue discount).
- Interest rate: 12.5% per annum, payable monthly in arrears.
- Maturity date: November 30, 2027.
- Conversion Price: Lower of $0.3235 or 85% of the 3-day VWAP, subject to a Floor Price of $0.30 (Floor Price is not adjusted for reverse stock splits).
- Collateral: The company must establish a 'Crypto Account' containing Bitcoin with a U.S. dollar value of $15,960,000.
- Real Estate Collateral: A Second Priority Future Advance Mortgage was executed on property in Dowagiac, Michigan.
- Redemption Right: Investors can require redemption of up to $250,000 of principal monthly if the conversion price falls below the Floor Price.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is set for November 30, 2025, with payment scheduled for December 10, 2025.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record Date: November 30, 2025.
- Payment Date: December 10, 2025.
Hyperscale Data, Inc. has amended a previously reported July 2025 Securities Purchase Agreement with Ault & Company, Inc. involving the sale of up to $100 million in Series H Convertible Preferred Stock. The amendment significantly delays the closing date for this massive issuance.
🚩 Red Flags
- Significant delay in capital infusion: The $100M funding event is now pushed out at least until late 2027.
- Complex conversion triggers: The closing is contingent on the company being able to issue common stock to all holders of convertible instruments, suggesting potential structural or regulatory hurdles regarding share issuance.
- Potential dilution: The $100M in Series H Preferred Stock is convertible into Class A Common Stock, representing massive potential dilution for existing shareholders.
📋 Key Facts
- Amendment to a Securities Purchase Agreement (SPA) originally dated July 31, 2025.
- The original deal involved up to $100,000,000.00 in Series H Convertible Preferred Stock being sold to Ault & Company, Inc.
- New closing date is set for the later of December 31, 2027, or one year after the company enables common stock issuance for all convertible instrument holders.
- The Purchaser (Ault & Company, Inc.) has the right to extend the closing date by an additional 90 days.
Hyperscale Data, Inc. issued a press release under Item 7.01 to disclose estimated total assets, net assets, and per-share values as of October 31, 2025. The company specifically highlighted its cash and Bitcoin holdings totaling $122 million.
📋 Key Facts
- Disclosed estimated total assets and net assets as of October 31, 2025.
- Reported combined value of cash and Bitcoin holdings at $122 million as of October 31, 2025.
- The disclosure was made via a press release under Regulation FD (Item 7.01).
Hyperscale Data, Inc. reported significant conversions of preferred stock and convertible notes into Class A Common Stock during October 2025. This resulted in the issuance of millions of new shares, significantly increasing the total outstanding share count.
🚩 Red Flags
- Significant dilution for existing shareholders due to large-scale conversion of preferred and debt into common equity.
- High volume of share issuance (10 million+ shares in a single month) suggests aggressive debt/preferred stock servicing through equity rather than cash.
📋 Key Facts
- Issued 7,500,000 shares of Class A Common Stock via conversion of 3,000 shares of Series B Convertible Preferred Stock (Oct 24-28, 2025).
- Issued 2,500,000 shares of Class A Common Stock upon conversion of $1,000,000 principal and accrued interest under a convertible note (Oct 28, 2025).
- Total Class A Common Stock outstanding as of October 30, 2025: 323,826,710 shares.
- The issuances were made in reliance on Section 4(a)(2) exemption from registration.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is set for October 31, 2025, with payment scheduled for November 10, 2025.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: October 31, 2025.
- Payment date for both dividends: November 10, 2025.
Hyperscale Data, Inc. reported significant equity issuances resulting from the conversion of preferred stock and convertible debt into Class A Common Stock between late September and early October 2025.
🚩 Red Flags
- Significant dilution: The issuance of over 11 million new shares represents a substantial increase in the float.
- Debt-to-equity conversion: Conversion of convertible notes into common stock often indicates liquidity constraints or an inability to service debt with cash, leading to equity dilution.
📋 Key Facts
- Issued 8,750,000 shares of Class A common stock via conversion of 3,500 shares of Series B Convertible Preferred Stock (Sept 29 - Oct 7, 2025).
- Issued 256 shares of Class A common stock via conversion of Class B common stock.
- Issued 2,264,155 shares of Class A common stock upon conversion of $905,662 in principal and accrued interest under a convertible note (Oct 7, 2025).
- Total outstanding Class A Common Stock as of October 9, 2025: 188,945,811 shares.
- All issuances were made in reliance on Section 4(a)(2) exemption from registration.
Hyperscale Data, Inc. reported the conversion of preferred and common stock into Class A common stock between September 18 and September 26, 2025. This resulted in the issuance of over 9.5 million new shares of Class A common stock.
🚩 Red Flags
- Significant dilution potential due to the conversion of a large volume of preferred stock into common equity.
- The scale of the Series B conversion (nearly 9.5M shares) relative to total outstanding shares suggests high-leverage convertible instruments are being utilized.
📋 Key Facts
- Issued 9,512,105 shares of Class A Common Stock via conversion of ~3,804.84 shares of Series B Convertible Preferred Stock (Sept 18-26, 2025).
- Issued 1 share of Class A Common Stock upon conversion of Class B common stock on September 22, 2025.
- Total Class A Common Stock outstanding as of September 26, 2025: 109,215,633 shares.
Hyperscale Data, Inc. announced a massive distribution of 20 million shares of Class B Common Stock to existing shareholders across multiple classes of stock.
🚩 Red Flags
- Significant potential dilution: The issuance of 20 million new shares will significantly increase the total share count and dilute existing Class A holders if not offset by a corresponding increase in value/assets.
- Complex capital structure: Multiple series of convertible preferred stock (B, C, G, H) being involved suggests a highly complex equity structure often seen in distressed or heavily financed micro-caps.
📋 Key Facts
- Distribution of 20,000,000 shares of Class B Common Stock.
- Recipients include holders of Class A Common Stock, Class B Common Stock, Series B, C, G, and H Convertible Preferred Stock (on an as-converted basis).
- Record date for the distribution is October 6, 2025.
- Payment date for the distribution is October 31, 2025.
Hyperscale Data, Inc. reported the conversion of preferred stock into 8.7 million shares of Class A common stock and announced upcoming cash dividends for its Series D and Series E preferred stock.
🚩 Red Flags
- Significant dilution potential due to the conversion of preferred stock into a large volume (8.7M) of common shares.
- The high ratio of common shares issued per preferred share converted suggests highly dilutive terms in the Series B Preferred Stock structure.
📋 Key Facts
- Issued 8,700,000 shares of Class A Common Stock via conversion of ~3,505.32 shares of Series B Convertible Preferred Stock (Aug 26 – Sep 15, 2025).
- Issued 260 shares of Class A Common Stock via conversion of Class B common stock (Aug 29 – Sep 12, 2025).
- Total Class A Common Stock outstanding as of Sept 17, 2025: 58,872,039 shares.
- Announced dividend for 13.00% Series D Cumulative Redeemable Preferred Stock at $0.2708333 per share.
- Announced dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock at $0.20833 per share.
- Dividend record date: September 30, 2025; Payment date: October 10, 2025.
Hyperscale Data, Inc. completed the first tranche of a Series H convertible preferred stock sale to Ault & Company, Inc., an affiliate of the company. The transaction involved 4,000 shares for $4,000,000, with a total potential offering capacity of up to $100 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the registrant.
- Potential massive dilution: The agreement allows for up to $100 million in additional convertible preferred stock issuances.
- Convertible nature of securities often leads to downward pressure on common stock price upon conversion.
📋 Key Facts
- Sold 4,000 shares of Series H Convertible Preferred Stock on September 2, 2025.
- Transaction value: $4,000,000.
- Purchaser is Ault & Company, Inc., which is an affiliate of the company.
- The agreement allows for additional purchases up to a total of $100 million in Series H Convertible Preferred Stock.
Hyperscale Data, Inc. entered into an At-the-Market (ATM) issuance sales agreement with Wilson-Davis & Co., Inc. to sell up to $125 million of Class A common stock.
🚩 Red Flags
- Potential significant dilution for existing shareholders due to the large $125M equity issuance capacity.
- The use of an ATM offering often indicates a need for immediate liquidity or capital to fund operations/growth.
📋 Key Facts
- Entered into Sales Agreement on August 29, 2025.
- Aggregate offering price: up to $125,000,000.
- Sales agent is Wilson-Davis & Co., Inc.
- The offering will be conducted via an 'at the market' (ATM) method pursuant to a shelf registration statement on Form S-3 declared effective on August 28, 2025.
Hyperscale Data, Inc. has filed a Certificate of Designation to establish the terms for its Series H Convertible Preferred Stock. This follows a previously announced $100 million financing agreement with Ault & Company, Inc.
🚩 Red Flags
- Significant potential dilution: The issuance of up to $100M in convertible preferred stock can lead to massive dilution for existing common shareholders upon conversion.
- Complex capital structure: Use of convertible preferred stock is often a sign of high-cost financing used by companies with limited access to traditional debt.
📋 Key Facts
- The company is issuing up to 100,000 shares of Series H convertible preferred stock.
- Total potential financing amount is up to $100,000,000.00.
- The purchaser in the transaction is Ault & Company, Inc.
- The Series H Preferred Stock is convertible into Class A common stock.
- A Certificate of Designation was filed with the Secretary of State of Delaware on August 27, 2025.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is August 31, 2025, with payment scheduled for September 10, 2025.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: August 31, 2025.
- Payment date for both dividends: September 10, 2025.
Hyperscale Data, Inc. issued a press release announcing unaudited preliminary financial information for the three months ended June 30, 2025.
📋 Key Facts
- Report date: August 4, 2025
- Reporting period: Three months ended June 30, 2025
- Nature of disclosure: Unaudited preliminary financial information via press release (Exhibit 99.1)
Hyperscale Data, Inc. reported significant equity conversions involving Class A Common Stock between July 24 and July 31, 2025. These issuances resulted from the conversion of Class B common stock, Series B Convertible Preferred Stock, and an outstanding convertible note.
🚩 Red Flags
- Significant dilution potential due to the large volume of share issuances (over 3 million shares) in a single week.
- Heavy reliance on convertible instruments (Preferred Stock and Notes) which are being converted into common equity, often indicating a need for liquidity or debt management.
📋 Key Facts
- Issued 5 shares of Class A Common Stock via conversion of Class B common stock on July 24, 2025.
- Issued 2,890,755 shares of Class A Common Stock via conversion of ~1,689.50 shares of Series B Convertible Preferred Stock between July 25 and July 31, 2025.
- Issued 200,265 shares of Class A Common Stock via conversion of ~$117,771 in outstanding convertible notes on July 30, 2025.
- Total Class A Common Stock outstanding as of July 31, 2025: 25,353,782 shares.
Hyperscale Data, Inc. entered into a Securities Purchase Agreement with an affiliate, Ault & Company, Inc., to issue up to 100,000 shares of Series H Convertible Preferred Stock for up to $100,000,000.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is identified as an affiliate of the company.
- Highly dilutive terms: Conversion price includes a floor as low as $0.10 per share, which may be significantly below current market value.
- Dividend penalty: Dividend rate increases from 9.5% to 12% if the company fails to pay dividends in arrears.
- Restrictive covenants: The company is prohibited from entering into other financing (except bank loans) at a price per share less than the conversion price for up to four years.
📋 Key Facts
- Execution Date: July 31, 2025
- Total potential financing amount: Up to $100,000,000.00
- Security type: Series H Convertible Preferred Stock (convertible into Class A Common Stock)
- Conversion Price: Greater of $0.10 floor price or 105% of the VWAP (subject to adjustments)
- Dividend Rate: 9.5% cumulative cash dividends, payable monthly; rate increases to 12% if dividends are in arrears
- The Purchaser is an affiliate of the Company.
- Requires Stockholder Approval for conversions exceeding 19.99% of outstanding shares.
Hyperscale Data, Inc. reported several equity conversions occurring between July 16 and July 22, 2025. These transactions involved the conversion of convertible notes and preferred stock into Class A Common Stock.
🚩 Red Flags
- Significant dilution: The issuance of over 2.9 million new shares in a single week represents a notable increase in the common share count.
- Convertible debt/preferred stock activity suggests heavy reliance on complex capital structures rather than traditional cash financing.
📋 Key Facts
- Issued 620,000 shares of Class A Common Stock via conversion of $527,511 in outstanding convertible notes (July 16–22).
- Issued 2,325,000 shares of Class A Common Stock via conversion of Series B Convertible Preferred Stock (July 17–22).
- Issued 2,874 shares of Class A Common Stock via conversion of Class B Common Stock (July 17–22).
- Total Class A Common Stock outstanding as of July 23, 2025: 22,262,757 shares.
Hyperscale Data, Inc. filed an 8-K to announce the release of its unaudited revenue results for the three months ended June 30, 2025.
📋 Key Facts
- The filing pertains to Item 2.02: Results of Operations and Financial Condition.
- Reported data covers the three-month period ending June 30, 2025.
- The information was released via a press release dated July 17, 2025.
Hyperscale Data, Inc. reported significant equity conversions involving Series B Preferred Stock and convertible notes between July 10 and July 15, 2025. The company also announced cash dividends for its Series D and Series E preferred stock.
🚩 Red Flags
- Significant dilution: The issuance of over 2.6 million new shares in a single week represents a notable increase in the common share count.
- Debt-to-equity conversion: Conversion of convertible notes into equity often indicates a desire to reduce cash debt obligations or is triggered by specific price/time conditions.
📋 Key Facts
- Issued 2,525,000 shares of Class A Common Stock via conversion of ~2,290.14 shares of Series B Convertible Preferred Stock (July 10-15).
- Issued 19 shares of Class A Common Stock upon conversion of Class B Common Stock on July 11, 2025.
- Issued 100,000 shares of Class A Common Stock upon conversion of $94,628 in outstanding convertible notes on July 15, 2025.
- Total Class A Common Stock outstanding as of July 15, 2025: 19,314,883 shares.
- Announced dividend for 13.00% Series D Preferred Stock at $0.2708333 per share (Record date: July 31, 2025; Payment date: August 11, 2025).
- Announced dividend for 10.00% Series E Preferred Stock at $0.20833 per share (Record date: July 31, 2025; Payment date: August 11, 2025).
Hyperscale Data, Inc. reported multiple conversions of preferred stock and convertible notes into Class A Common Stock between July 2 and July 9, 2025. This resulted in the issuance of over 1.7 million new shares, increasing the total outstanding common stock to 16,689,864 shares.
🚩 Red Flags
- Significant dilution for existing shareholders due to multiple equity conversions in a single week.
- Conversion of debt (convertible notes) into equity often suggests the company is using its stock as currency to settle obligations, which can be a sign of liquidity constraints.
📋 Key Facts
- Issued 1,117,133 shares of Class A Common Stock via conversion of Series B Convertible Preferred Stock (July 2-8, 2025).
- Issued 183 shares of Class A Common Stock via conversion of Class B Common Stock (July 2-8, 2025).
- Issued 427,565 shares of Class A Common Stock upon conversion of $440,381 in outstanding convertible notes (July 9, 2025).
- Total Class A Common Stock outstanding as of July 9, 2025: 16,689,864 shares.
Hyperscale Data, Inc. reported significant dilution through the conversion of multiple debt instruments into Class A Common Stock between June 23 and July 1, 2025. The company issued over 8.5 million shares during this period, significantly increasing the total outstanding share count.
🚩 Red Flags
- Massive equity dilution: The issuance of ~8.5 million new shares in a single week represents a significant portion of the total share structure.
- Debt-for-equity swaps: Multiple large conversions of convertible notes suggest the company is using equity to settle debt obligations, often a sign of liquidity constraints or an inability to service debt with cash.
📋 Key Facts
- Issued 2,820,792 shares of Class A Common Stock via conversion of $4,180,525 in convertible notes (June 23 - July 1).
- Issued 3,042,581 shares of Class A Common Stock upon conversion of Series B Convertible Preferred Stock (June 24 - July 1).
- Issued 2,670,153 shares of Class A Common Stock via conversion of $2,799,152 in convertible notes (June 26 - July 1).
- Total outstanding Class A Common Stock as of July 1, 2025: 15,144,926 shares.
- Issued 110 shares via conversion of Class B Common Stock on June 24.
Hyperscale Data, Inc. reported significant equity dilution through the conversion of various preferred stock and convertible notes into Class A Common Stock between June 16 and June 20, 2025.
🚩 Red Flags
- Massive dilution: The issuance of ~3.46 million new shares against an existing float of 6.61 million represents a ~52% increase in the total share count in a single week.
- Heavy reliance on convertible debt/preferred stock to fund operations, suggesting potential liquidity constraints or high cost of capital.
- The scale of conversion relative to the outstanding shares suggests significant downward pressure on share price.
📋 Key Facts
- Issued 1,401,422 shares of Class A Common Stock via conversion of ~2,016.07 shares of Series B Convertible Preferred Stock (June 16-20).
- Issued 1,811,216 shares of Class A Common Stock upon conversion of $2,996,479 in outstanding convertible notes (June 16-20).
- Issued 247,000 shares of Class A Common Stock via conversion of $479,557 in an outstanding convertible note (June 16-17).
- Total new shares issued during the period: 3,459,638 shares.
- As of June 20, 2025, total Class A Common Stock outstanding is 6,611,290 shares.
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: 13.00% Series D and 10.00% Series E. The record date is set for June 30, 2025, with payment scheduled for July 10, 2025.
📋 Key Facts
- Dividend for 13.00% Series D Cumulative Redeemable Preferred Stock: $0.2708333 per share.
- Dividend for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock: $0.20833 per share.
- Record date for both dividends: June 30, 2025.
- Payment date for both dividends: July 10, 2025.
Hyperscale Data, Inc. announced that Executive Chairman Milton C. Ault, III will resign from his executive role, though he will remain on the Board of Directors. The resignation is tied to the planned divestiture of the company's wholly owned subsidiary, Ault Capital Group, Inc., expected by year-end 2025.
🚩 Red Flags
- Executive leadership transition occurring alongside a major planned divestiture (ACG), which may signal significant structural changes or shifts in business focus.
📋 Key Facts
- Milton C. Ault, III will resign as Executive Chairman effective upon the divestiture of Ault Capital Group, Inc. (ACG).
- Ault will remain a director of the Company following his resignation from the executive role.
- The company expects to complete the divestiture of ACG on or about December 31, 2025.
- The announcement was made via press release on June 17, 2025.
Hyperscale Data, Inc. reported multiple issuances of Class A Common Stock through the conversion of preferred stock and convertible notes between June 5 and June 12, 2025.
🚩 Red Flags
- Dilution: Significant issuance of common stock through various conversion mechanisms.
- Debt Conversion: The company is using equity to settle convertible note obligations, which can indicate liquidity constraints or a preference for preserving cash over equity value.
📋 Key Facts
- Issued 205,000 shares of Class A Common Stock via conversion of Series B Convertible Preferred Stock (June 9–12, 2025).
- Issued 359 shares of Class A Common Stock via conversion of Class B Common Stock (June 5–11, 2025).
- Issued 145,000 shares of Class A Common Stock upon conversion of $281,521 in outstanding convertible notes (June 5, 2025).
- Total Class A Common Stock outstanding as of June 12, 2025: 3,151,372 shares.
Hyperscale Data, Inc. via its subsidiary Sentinum, Inc., entered into a hosting services agreement for Bitcoin mining operations providing access to 20MW of energy capacity. The deal involves an initial setup fee and deposit to be paid via Bitcoin rewards.
🚩 Red Flags
- Revenue model is highly dependent on Bitcoin price and network difficulty (payment via 'Earned BTC').
- Service Provider holds significant operational control via the ability to curtail load during high demand.
- The agreement term is relatively short (one year) with automatic renewals, providing less long-term certainty for infrastructure planning.
📋 Key Facts
- Agreement dated June 9, 2025, between Sentinum, Inc. (subsidiary) and an unnamed Service Provider.
- Provides access to approximately 20 megawatts of energy capacity for Bitcoin mining.
- Plan to deploy approximately 6,800 S19j miners at the facility.
- Initial fees include a $10 per miner setup fee ($68,000 total) and an $800,000 initial deposit.
- Total Initial Fees ($868,000) to be paid using 'Earned BTC' (Bitcoin rewards/transaction fees).
- Revenue share: 70% of Earned BTC to Sentinum; 30% to Service Provider after fees are covered.
- The Service Provider has the right to curtail electrical load during high grid demand, with net profits from energy sales split 50/50.
Hyperscale Data, Inc. has entered into a settlement agreement with its defense affiliate, Gresham Worldwide, Inc., and Gresham's senior secured lenders regarding Gresham's Chapter 11 bankruptcy proceedings. The agreement aims to have Gresham emerge from bankruptcy as a subsidiary of Hyperscale Data by October 1, 2025.
🚩 Red Flags
- Involvement in complex bankruptcy restructuring/settlement with a defense affiliate.
- Significant uncertainty regarding the final outcome pending court approval.
- Potential for significant dilution or debt restructuring impact on the parent company's balance sheet upon reconsolidation.
📋 Key Facts
- Settlement agreement entered into on June 6, 2025.
- Gresham Worldwide, Inc. is currently in Chapter 11 bankruptcy proceedings.
- Gresham is expected to emerge as a subsidiary of Hyperscale Data on or before October 1, 2025.
- The agreement is subject to court approval.
- Company issued pro forma financial information regarding the reconsolidation of Gresham.
Hyperscale Data, Inc. has extended the maturity date of a $3.5 million convertible promissory note to June 30, 2025, following its original expiration on May 15, 2025. Additionally, the company reported significant equity dilution via the conversion of Series B Preferred Stock into Class A Common Stock.
🚩 Red Flags
- Imminent liquidity risk: The $3.5 million note matures in less than 30 days (June 30, 2025) and has already required one extension.
- Significant dilution: The issuance of over 573k shares represents a substantial portion of the total outstanding common stock (approx. 20% of the float).
- Forbearance context: The existence of an 'A&R Forbearance Note' indicates the company was already in default or near-default status prior to this amendment.
📋 Key Facts
- The $3.5 million A&R Forbearance Note maturity date was extended from May 15, 2025, to June 30, 2025.
- Between May 22, 2025, and June 3, 2025, the company issued 573,416 shares of Class A Common Stock upon conversion of Series B Preferred Stock.
- As of June 3, 2025, total Class A Common Stock outstanding is 2,801,001 shares.
- The extension was executed via an amendment to the existing forbearance agreement with an institutional investor.
Hyperscale Data, Inc. has mutually agreed to terminate a significant Purchase Agreement with Orion Equity Partners, LLC. This agreement previously allowed for the sale of up to $25 million in Series D Preferred Stock over a 36-month term.
🚩 Red Flags
- Significant reduction in potential capital infusion (only ~$3.45M of the planned $25M has been utilized/realized)
- Termination of a major financing vehicle may indicate liquidity constraints or difficulty meeting milestones required for further tranches
📋 Key Facts
- Termination date: May 28, 2025
- Original agreement date: June 24, 2024
- Total potential capacity under original agreement: $25,000,000 of Series D Cumulative Redeemable Perpetual Preferred Stock
- Shares already sold: 261,778 Preferred Shares
- Net proceeds received to date: approximately $3,450,000
Hyperscale Data, Inc. announced cash dividends for two classes of preferred stock: Series D and Series E. The announcement includes a payment of deferred dividends for the Series E Preferred Stock.
🚩 Red Flags
- The Series E dividend includes a 'previously deferred' dividend from April 2025, which may indicate temporary liquidity constraints or cash flow management issues in the prior month.
📋 Key Facts
- Series D Cumulative Redeemable Perpetual Preferred Stock dividend: $0.2708333 per share.
- Series E 10.00% Cumulative Redeemable Perpetual Preferred Stock dividend: $0.41666 per share.
- The Series E dividend includes a previously deferred dividend for the month ended April 30, 2025, plus the May 2025 dividend.
- Record date for both dividends is May 31, 2025.
- Payment date for both dividends is June 10, 2025.
Hyperscale Data, Inc. held a special meeting where shareholders approved seven proposals to convert various preferred stock and convertible notes into Class A Common Stock. These conversions involve significant debt obligations totaling over $19 million in principal value.
🚩 Red Flags
- Massive potential dilution: The approval of seven different conversions indicates a significant influx of new common shares will enter the float.
- Debt-for-equity swaps as survival mechanism: Multiple notes issued in Q1/Q2 2025 (Feb, March, April) suggest the company is aggressively converting debt to equity, often a sign of liquidity constraints or an attempt to clean up the balance sheet due to inability to repay cash.
- High frequency of recent financing: Five major note issuances occurred within a ~60-day window (Feb 25 - April 15), indicating rapid capital needs.
📋 Key Facts
- Special Meeting of Stockholders held on May 19, 2025.
- Approval of conversion of 60,000 shares of Series B Preferred Stock into Class A Common Stock (March 31, 2025 agreement).
- Approval of SJC Exchange Note conversion ($4,909,410.96) issued March 21, 2025.
- Approval of A&R Forbearance Note conversion ($3,500,000) issued February 25, 2025.
- Approval of Orchid Exchange Note conversion ($4,193,314.54) issued March 14, 2025.
- Approval of Orchid Convertible Note conversion ($1,650,000) issued April 1, 2025.
- Approval of Target Capital Convertible Note conversion ($3,750,000) issued April 15, 2025.
- Approval of Secure Net Capital Convertible Note conversion ($1,250,000) issued April 15, 2025.
Hyperscale Data, Inc. issued an 8-K to announce unaudited revenue results for the first quarter ended March 31, 2025, and provided financial guidance for the full fiscal year ending December 31, 2025.
📋 Key Facts
- Reported unaudited revenue for the three months ended March 31, 2025.
- Provided projected revenue guidance for the fiscal year ending December 31, 2025.
- The filing includes a press release (Exhibit 99.1) containing the specific financial data and guidance.
Hyperscale Data, Inc. announced base salary increases for its CEO and President, effective May 1, 2025.
🚩 Red Flags
- Significant executive compensation increase in a micro-cap context without accompanying revenue or profit growth metrics (though specific financial performance was not provided in this filing).
📋 Key Facts
- CEO William B. Horne's annual base salary increased to $500,000, effective May 1, 2025.
- President and General Counsel Henry C.W. Nisser's annual base salary increased to $400,000, effective May 1, 2025.
- The increases were approved by the Compensation Committee of the Board of Directors on April 30, 2025.
Hyperscale Data, Inc. has dismissed its independent auditor, Marcum LLP, and engaged CBIZ CPAs P.C. for the fiscal year ending December 31, 2025. The dismissal follows a period where previous audits included going concern warnings and disclosures of material weaknesses in internal controls.
🚩 Red Flags
- Going concern language present in FY 2023 and FY 2024 audit reports.
- Material weaknesses identified in internal control over financial reporting (specifically regarding segregation of duties, user access controls, and program change management).
- Inadequate accounting resources to handle complex transactions (consolidation, related party transactions, fair value estimates).
- Auditor change occurring alongside existing material weakness disclosures.
📋 Key Facts
- Dismissed Marcum LLP on April 29, 2025.
- Engaged CBIZ CPAs P.C. as the new independent registered public accounting firm for fiscal year 2025.
- Previous audits (FY 2023 and FY 2024) included explanatory paragraphs regarding substantial doubt about the Company's ability to continue as a going concern.
- The Company disclosed material weaknesses in internal control over financial reporting related to accounting resources, segregation of duties, user access controls, and program change management for revenue recognition and digital assets.
Hyperscale Data, Inc. amended the conversion terms of its Series B Convertible Preferred Stock following a $50 million securities purchase agreement with SJC Lending, LLC. The amendment introduces a significant downward floor price for conversion into common stock.
🚩 Red Flags
- Significant downward conversion floor ($0.40) which poses a high risk of massive dilution to existing common shareholders.
- The $50 million offering size is highly material for a micro-cap company (implied by the context of such structured preferred stock).
- Potential 'death spiral' characteristics: The conversion price is tied to 75% of the VWAP, which can lead to rapid dilution if the stock price declines.
📋 Key Facts
- Company entered into a Securities Purchase Agreement with SJC Lending, LLC on March 31, 2025.
- The agreement involves the sale of up to 50,000 shares of Series B Convertible Preferred Stock for a total purchase price of up to $50,000,000.00.
- Amendment to 'Conversion Price' effective as of April 23, 2025.
- New Conversion Price is the greater of (i) a floor price of $0.40 per share or (ii) 75% of the lowest VWAP over the five trading days prior to conversion (capped at $10.00).
- The amendment was approved by unanimous vote of the Board of Directors on April 22, 2025.
Hyperscale Data, Inc. announced cash dividends for Series D and Series E Preferred Stock, while simultaneously electing to defer the monthly dividend for the Series E Preferred Stock for April 2025.
🚩 Red Flags
- Dividend Deferral: The company is exercising its right to defer monthly dividends on Series E Preferred Stock, which can be a sign of liquidity management or cash flow constraints.
- Cumulative Dividend Structure: Frequent use of cumulative redeemable perpetual preferred stock often indicates the company relies heavily on complex debt-like equity to fund operations.
📋 Key Facts
- Series D Preferred Stock dividend: $0.2708333 per share.
- Series E Preferred Stock dividend (for deferred March 2025 period): $0.20833 per share.
- Record date for both dividends: April 30, 2025.
- Payment date for both dividends: May 12, 2025.
- The Board elected to defer the Series E Preferred Stock dividend for the month ending April 30, 2025.
Hyperscale Data, Inc. entered into a $5 million convertible promissory note agreement with Target Capital 14 LLC and Secure Net Capital LLC on April 15, 2025. The transaction involves significant discounts and punitive default terms that pose substantial dilution and liquidity risks.
🚩 Red Flags
- Extremely short maturity date (September 30, 2025) creates immediate refinancing risk.
- Significant dilution potential due to the 20% original issue discount and conversion features.
- Punitive default terms: 10% principal increase plus a 10% cash penalty upon Event of Default.
- Conversion price includes a $0.40 floor, which may be significantly higher than current market value depending on stock performance.
- Requirement to file a resale registration statement within 15 days and have it effective within 60-75 days creates tight regulatory deadlines.
📋 Key Facts
- Issued $5,000,000 in aggregate principal face amount of convertible promissory notes to two investors.
- Total cash consideration received is $4,000,000 (representing a 20% original issue discount).
- Notes mature on September 30, 2025, representing a very short-term maturity window.
- Conversion price is the greater of a $0.40 floor or 80% of the lowest closing price over the 5 trading days prior to conversion.
- Default triggers include failure to file required reports or delisting from an approved market; default increases principal by 10% and requires a 10% cash penalty.
- Company is prohibited from entering into variable rate transactions until notes are extinguished.
Hyperscale Data, Inc. reported the closing of a recent tranche in a series of equity sales to an affiliate, Ault & Company, Inc. The transaction involves Series G convertible preferred stock and warrants that could lead to significant dilution.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Significant potential dilution: Warrants for 162,217 shares have already been issued/linked to existing sales, and the total commitment reaches $25 million.
- Convertible securities: Use of convertible preferred stock often leads to 'death spiral' dilution if not structured carefully.
📋 Key Facts
- On April 10, 2025, the company sold 100 shares of Series G convertible preferred stock and warrants for $100,000.
- Aggregate sales to date (as of April 10, 2025) total $960,000 for 960 shares of preferred stock and warrants for 162,217 common shares.
- The Purchaser, Ault & Company, Inc., has the right to purchase up to an additional $25 million in Series G Convertible Preferred Stock and Warrants.
- The transaction was conducted via a Securities Purchase Agreement originally dated December 21, 2024.
Hyperscale Data, Inc. issued a $110,000 convertible promissory note to Jorico, LLC on April 8, 2025. The note features a high interest rate and a conversion mechanism that could lead to significant equity dilution.
🚩 Red Flags
- High interest rate (15%-18%) indicates high cost of capital and potential liquidity stress.
- Short-term maturity date (September 30, 2025) creates significant near-term refinancing or repayment risk.
- Convertible note with a floor price ($0.45) and VWAP-based conversion suggests potential for significant dilution to existing shareholders.
- The need for a 'Supplemental Listing Application' (SLAP) implies the company may currently be non-compliant with exchange listing requirements regarding share structure or minimum bid price.
📋 Key Facts
- Issued a convertible promissory note with a principal face amount of $110,000 to Jorico, LLC on April 8, 2025.
- The transaction involved $100,000 in cash paid by the Investor to the Company.
- Interest rate is 15% per annum, increasing to 18% upon an event of default.
- Note matures on September 30, 2025 (short-term maturity).
- Conversion price is the greater of $0.45 or 75% of the VWAP (subject to a floor price) following NYSE American approval of a Supplemental Listing Application.
Hyperscale Data, Inc. issued a $1.65 million convertible promissory note to Orchid Finance LLC on April 1, 2025, following a $1.5 million cash advance. The note features a high interest rate and a conversion mechanism that includes a floor price of $0.40.
🚩 Red Flags
- High interest rate (15%-18%) suggests high perceived risk or distressed financing needs.
- Short maturity date (September 30, 2025) creates significant near-term refinancing or repayment pressure.
- Convertible note includes a 'Floor Price' of $0.40, which protects the lender from dilution in low-stock price scenarios.
- The transaction is an unregistered sale of equity securities (Item 3.02).
📋 Key Facts
- Issued a convertible promissory note with a principal face amount of $1,650,000 to Orchid Finance LLC on April 1, 2025.
- The note was issued in consideration for a previously made $1,500,000 advance from the Investor.
- Interest rate is 15% per annum, increasing to 18% upon an event of default.
- Maturity date is set for September 30, 2025 (6-month term).
- Conversion price is the greater of $0.40 or 75% of the 5-day VWAP prior to conversion/closing.
- Issuance of shares is subject to a 19.99% aggregate cap without stockholder approval.
Hyperscale Data, Inc. entered into a $50 million Securities Purchase Agreement with SJC Lending LLC to issue up to 50,000 shares of Series B Convertible Preferred Stock. The deal features highly dilutive terms, including a significant conversion discount and high cumulative dividends.
🚩 Red Flags
- Highly dilutive conversion terms (25% discount with a very low floor price of $0.40)
- Significant dividend burden: 15% cumulative annual dividend that accrues regardless of earnings
- Restrictive covenants: 90-day standstill on issuing other equity and 1-year prohibition on variable rate transactions
- Right of First Refusal (ROFR) granted to SJC Lending LLC for all future capital raises for 2 years, potentially limiting future financing flexibility
- Complex structure involving multiple tranches and potential conversion of existing Series G stock exceeding 19.99%
📋 Key Facts
- Total potential transaction value: $50,000,000.00
- Security type: Series B Convertible Preferred Stock (convertible to Class A Common)
- Initial Tranche Closing: $2,000,000 for 2,000 shares of Series B Preferred Stock
- Conversion Price: Lesser of a 25% discount to VWAP or $10.00 per share (Floor Price of $0.40)
- Dividend Rate: 15% annual cumulative cash dividend; Company may elect to pay in PIK shares for the first two years
- SJC Lending LLC holds a Right of First Refusal on all future equity/debt offerings for 2 years
- The transaction is structured via up to 49 separate tranche closings
Hyperscale Data, Inc. has established a new class of Series B Convertible Preferred Stock via a Certificate of Designation filed on March 31, 2025. This issuance includes highly dilutive conversion terms and significant cumulative dividend obligations.
🚩 Red Flags
- Highly dilutive conversion terms: The 25% discount to VWAP combined with a very low floor price ($0.40) creates significant dilution risk for common shareholders.
- Heavy dividend burden: A 15% cumulative cash/PIK dividend that accrues regardless of earnings or funds availability is a major drain on capital.
- Liquidation preference: Series B holds senior status over multiple other preferred classes (A, D, E, F), increasing the risk to common equity in liquidation scenarios.
📋 Key Facts
- Established 60,000 shares of Series B Convertible Preferred Stock with a stated value of $1,000.00 per share.
- Conversion price is the lesser of a 25% discount to VWAP (5-day prior) or a maximum of $10.00 per share, subject to a floor price of $0.40.
- Dividend rate is 15% annually ($150.00 per share), payable monthly in arrears and cumulative.
- The company may elect to pay dividends in Common Stock (PIK) for the first two years.
- Series B ranks senior over Series A, D, E, and F Preferred Stock but is pari passu with Series C and G.
Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) filed an amendment to its 8-K disclosing a Third Amendment to a Securities Purchase Agreement with its affiliate, Ault & Company, Inc. The amendment extends the closing date for the final tranche of a $75 million financing.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- History of reverse stock splits: Filing mentions splits effective January 16, 2024, and November 20, 2024.
- Dilutive financing structure: Use of convertible preferred stock and warrants for a large $75M financing program.
📋 Key Facts
- The filing is an Amendment No. 3 to previous 8-Ks regarding a Securities Purchase Agreement dated November 6, 2023.
- The Third Amendment (dated March 30, 2025) extends the 'Termination Date' from December 31, 2024, to March 31, 2025.
- The Purchaser, Ault & Company, Inc., has an affiliate relationship with the Company.
- The total financing amount was increased from $50 million to $75 million via a First Amendment on March 25, 2024.
- As of March 30, 2025, the Purchaser had already purchased 50,000 shares of Series C Convertible Preferred Stock for $50 million.
Hyperscale Data, Inc. announced that stockholders approved a proposal to convert 25,000 shares of Series G Preferred Stock into Class A Common Stock and warrants for a total purchase price of up to $25,000,000.
🚩 Red Flags
- Potential significant dilution of existing Class A Common Stock shareholders due to the conversion and issuance of warrants.
- The transaction involves a large sum ($25M) relative to the company's likely micro-cap scale, indicating heavy reliance on preferred stock financing.
📋 Key Facts
- Special Meeting held on March 27, 2025.
- Stockholders approved the conversion of 25,000 shares of Series G Preferred Stock into Class A Common Stock and warrants.
- The transaction is pursuant to a Securities Purchase Agreement dated December 21, 2024.
- Total potential purchase price for the conversion/warrants is up to $25,000,000.
- Voting results: 138,996 votes For, 27,268 Against, and 5,279 Abstentions.
Hyperscale Data, Inc. entered into an Exchange Agreement with SJC Lending, LLC to issue a $4.91 million convertible promissory note in exchange for the cancellation of several existing notes held by Steve J. Caspi.
🚩 Red Flags
- Significant debt restructuring involving an insider (Steve J. Caspi) via SJC Lending, LLC (Related-party transaction).
- High interest rate of 15% (rising to 18%) indicates high perceived credit risk.
- Short maturity date: The note matures in less than 9 months (December 31, 2025), creating significant liquidity pressure.
- Convertible features at a potential deep discount ($0.40 floor) pose substantial dilution risk to existing shareholders.
📋 Key Facts
- The Company issued a convertible promissory note with a principal face amount of $4,909,410.96 to SJC Lending, LLC on March 21, 2025.
- The Note accrues interest at 15% per annum (increasing to 18% upon default) and matures on December 31, 2025.
- Conversion price is the greater of a $0.40 floor price or 75% of the VWAP over five trading days prior to conversion/closing, capped at $10.00.
- The transaction involves the cancellation of four previous notes (Note 1-4) totaling approximately $4,909,410 in principal and accrued interest.
- Issuance is subject to a 19.99% shareholder approval threshold per NYSE rules.
Hyperscale Data, Inc. announced cash dividends for its Series D and Series E Preferred Stock, while simultaneously electing to defer the March 2025 dividend for the Series E Preferred Stock.
🚩 Red Flags
- Dividend Deferral: The company is already utilizing its right to defer monthly dividends on Series E Preferred Stock (the filing notes they can defer up to 12 consecutive months).
- Liquidity/Cash Flow Signal: While the company is paying out some dividends, the decision to defer a portion of their preferred obligations often signals cash management constraints or a desire to preserve capital.
📋 Key Facts
- Series D Preferred Stock dividend: $0.2708333 per share.
- Series E Preferred Stock dividend (for Feb 28, 2025): $0.20833 per share.
- Record date for both dividends: March 31, 2025.
- Payment date for both dividends: April 10, 2025.
- The Board of Directors elected to defer the Series E Preferred Stock dividend for the month ending March 31, 2025.
Hyperscale Data, Inc. entered into an exchange agreement with Orchid Finance LLC to issue a $4.19 million convertible promissory note in exchange for the cancellation of three existing notes totaling approximately $4.20 million in principal and interest.
🚩 Red Flags
- Extremely short maturity date: The note matures on June 30, 2025, which is only ~3.5 months from the filing date.
- High interest rate: 15% standard / 18% default rate indicates high perceived credit risk.
- Potential massive dilution: Conversion price includes a floor of $0.40 and a significant discount (75% of VWAP).
- Debt restructuring/Refinancing: The company is replacing existing debt with new convertible debt, suggesting liquidity pressure.
📋 Key Facts
- New Convertible Promissory Note principal amount: $4,193,314.54
- Interest rate: 15% per annum (increases to 18% upon default)
- Maturity date: June 30, 2025
- Conversion price: Greater of $0.40 floor or 75% of the 5-day VWAP prior to conversion/closing
- The transaction cancels three previous notes (Note 1, Note 2, and Note 3) issued in May 2024 and February 2025.
- Conversion is subject to NYSE American approval via a Supplemental Listing Application (SLAP).
Hyperscale Data, Inc. has received a listing extension from the NYSE American until June 18, 2026, to regain compliance with stockholders' equity requirements. The company previously fell below the $6 million minimum equity threshold due to reported losses.
🚩 Red Flags
- Delisting notice/non-compliance with NYSE American standards
- Significant equity deficiency ($2.2M actual vs. $6M required)
- History of net losses in 5 of the most recent fiscal years
- Risk of delisting if progress on the compliance plan is not met by June 18, 2026
📋 Key Facts
- The Company was notified on December 18, 2024, of non-compliance regarding NYSE American listing standards.
- Non-compliance is due to stockholders' equity being approximately $2.2 million (below the required $6 million) as reported in the 10-Q for the period ended September 30, 2024.
- The deficiency stems from net losses in five of the most recent fiscal years ended December 31, 2023.
- The NYSE American granted a listing extension until June 18, 2026, based on a submitted compliance plan.
- The company remains subject to periodic review by the Exchange during this extension period.
Hyperscale Data, Inc. announced the issuance of a press release containing preliminary financial results for the twelve-month period ended December 31, 2024.
📋 Key Facts
- Report date: March 3, 2025
- Reporting period: Twelve-month period ended December 31, 2024
- The filing is an announcement of preliminary financial results under Item 2.02.
- Preliminary results are provided via a press release attached as Exhibit 99.1.
Hyperscale Data, Inc. entered into an amended and restated forbearance agreement with an institutional investor to address defaulted debt obligations. The company issued a new $3.5 million convertible promissory note with a high 18% interest rate maturing in May 2025.
🚩 Red Flags
- High-interest debt (18% APR) indicating distressed financing terms.
- Repeated forbearance agreements (July 2024, Dec 2024, Feb 2025) suggest a continuous liquidity crisis and inability to meet original repayment schedules.
- The 'true-up' amount of $2.3M represents a significant increase in the debt obligation due to previous defaults or missed terms.
- Short maturity date (May 15, 2025) creates an immediate looming liquidity cliff.
- Conversion price of $2.00 is subject to NYSE and stockholder approval, creating uncertainty around dilution and listing status.
📋 Key Facts
- Entered into an A&R Forbearance Agreement on February 25, 2025.
- Issued a new $3.5 million convertible promissory note (A&R Forbearance Note) to the existing institutional investor.
- The $3.5M principal consists of $887,985.29 in due amounts, a $311,916.67 extension fee, and a $2,300,098.04 true-up amount.
- The note carries an 18% annual interest rate and matures on May 15, 2025.
- Conversion price is set at $2.00 per share, subject to NYSE approval and stockholder approval.
- The agreement includes standard events of default including bankruptcy or delisting.
Hyperscale Data, Inc. announced cash dividends for Series D and Series E Preferred Stock, while simultaneously electing to defer the February 2025 dividend for the Series E Preferred Stock.
🚩 Red Flags
- Dividend Deferral: The company is utilizing its right to defer monthly dividends on Series E Preferred Stock (permitted up to 12 consecutive months), which often indicates liquidity constraints or a desire to preserve cash.
📋 Key Facts
- Series D Preferred Stock dividend: $0.2708333 per share.
- Series E Preferred Stock dividend (for Jan 2025 deferred amount): $0.20833 per share.
- Record date for both dividends: February 28, 2025.
- Payment date for both dividends: March 10, 2025.
- The Board elected to defer the Series E Preferred Stock dividend for the month ending February 28, 2025.
Hyperscale Data, Inc. announced the effectiveness of an amendment to its Series G Convertible Preferred Stock certificate. The amendment adjusts the 'Voting Floor Price' from $5.38 to $6.244.
🚩 Red Flags
- Adjustment of 'Voting Floor Price' suggests a modification to conversion or voting rights terms, often used to protect preferred holders in volatile micro-cap environments.
- The transaction involves a significant amount ($25M) relative to typical micro-cap scales, indicating high potential dilution for common shareholders.
📋 Key Facts
- Amendment to Certificate of Designations for Series G Convertible Preferred Stock became effective on February 10, 2025.
- The 'Voting Floor Price' was increased from $5.38 to $6.244.
- The amendment follows a Securities Purchase Agreement with Ault & Company, Inc. dated December 21, 2024.
- The original agreement involved the sale of up to 25,000 shares of Series G Preferred Stock and warrants for up to $25,000,000.00.
Hyperscale Data, Inc. entered into an agreement with Orchid Finance LLC to exchange an existing term note for a new $1.925 million convertible promissory note. The new note carries a 15% interest rate and matures in just three months on May 5, 2025.
🚩 Red Flags
- Extremely short maturity window: The debt matures in less than 3 months (May 5, 2025), creating significant near-term liquidity pressure.
- High interest rate: 15% non-default / 18% default rate is characteristic of distressed financing.
- Conversion price dependency: Conversion is contingent upon NYSE American approval of a Supplemental Listing Application (SLAP).
- Debt restructuring/refinancing: Replacing an old note with a new one under similar terms often indicates difficulty in securing traditional financing.
📋 Key Facts
- Closing Date of transaction: February 5, 2025
- Principal amount of Note: $1,925,141.71
- Interest rate: 15% per annum (increases to 18% upon default)
- Maturity date: May 5, 2025
- Conversion price: Fixed at $4.00 per share (subject only to stock split adjustments)
- The transaction replaces an existing term note issued on April 29, 2024 with the same principal amount.
Hyperscale Data, Inc. announced cash dividends for its Series D and Series E Preferred Stock. The company also elected to defer the January 2025 dividend for the Series E Preferred Stock.
🚩 Red Flags
- Dividend deferral: The company exercised its right to defer a monthly dividend on Series E Preferred Stock.
- Cumulative/Redeemable structure: High-yield preferred dividends (13% and 10%) represent significant cash outflows for a micro-cap.
📋 Key Facts
- Series D Preferred Stock dividend: $0.2708333 per share.
- Series E Preferred Stock dividend: $0.15278 per share (prorated amount for December 2024).
- Record date for both dividends is January 31, 2025.
- Payment date for both dividends is February 10, 2025.
- The Board of Directors elected to defer the Series E Preferred Stock dividend for the month ending January 31, 2025.
Hyperscale Data, Inc. announced a recent closing of a securities purchase involving Series G convertible preferred stock and warrants with Ault & Company, Inc., an affiliate of the company. The agreement allows for total potential investments up to $25 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Potential significant dilution: The agreement includes warrants for a large number of common shares and convertible preferred stock.
- High potential capital raise ($25M) via convertible instruments often used by micro-caps to bridge liquidity gaps.
📋 Key Facts
- On January 6, 2025, the company closed a sale of 365 shares of Series G convertible preferred stock and warrants to purchase 61,676 common shares for $365,000.
- Aggregate investment by Purchaser (Ault & Company, Inc.) as of Jan 6, 2025, is $860,000 for 860 preferred shares and warrants for 145,319 common shares.
- The agreement allows the Purchaser to purchase up to an additional $25 million in Series G Convertible Preferred Stock and Warrants.
- The transaction was conducted with Ault & Company, Inc., which is identified as an affiliate of the company.
Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) filed an amendment to correct terms regarding a $25 million financing agreement with its affiliate, Ault & Company, Inc. The deal involves the issuance of Series G Convertible Preferred Stock and warrants.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the company.
- Highly dilutive terms: Conversion floor price as low as $0.10 per share represents extreme dilution risk for existing shareholders.
- Restrictive covenants: Prohibits entering into other financing at prices below conversion price for 4 years (unless conventional bank loans).
- Dividend penalty: Dividend rate increases from 9.5% to 12% if the company fails to pay dividends in arrears.
📋 Key Facts
- Total financing amount: up to $25,000,000.00
- Securities issued: Up to 25,000 shares of Series G Convertible Preferred Stock and Series G Warrants.
- Conversion Price: Greater of $0.10 or the lesser of $6.74 (105% of VWAP) or 105% of recent VWAP.
- Dividend Rate: 9.5% cumulative cash dividends, increasing to 12% if payments are in arrears.
- Warrant Exercise Price: $5.92 per share for 4,224,400 warrant shares.
- The Purchaser (Ault & Company, Inc.) is an affiliate of the Company.
Hyperscale Data, Inc. completed the first tranche of a series of equity sales to an affiliate, Ault & Company, Inc., involving Series G convertible preferred stock and warrants. The transaction raised $495,000, with a total potential offering capacity of up to $25 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Potential significant dilution: The issuance includes warrants for 83,643 shares of common stock and convertible preferred stock.
- High potential for future dilution: The agreement allows for up to $25 million in subsequent closings.
📋 Key Facts
- Date of transaction: January 3, 2025
- Purchaser: Ault & Company, Inc. (identified as an affiliate of the Company)
- Amount raised in this tranche: $495,000
- Securities issued: 495 shares of Series G convertible preferred stock and warrants to purchase 83,643 shares of common stock
- Total potential offering amount under the Agreement: up to $25 million
Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) filed an amendment to correct warrant terms regarding a $25 million financing from its affiliate, Ault & Company, Inc. The deal involves the issuance of Series G Convertible Preferred Stock and warrants, featuring highly dilutive conversion terms and significant protective provisions.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the company.
- Highly dilutive conversion terms: Conversion price includes a floor as low as $0.10, which represents extreme dilution for existing shareholders.
- Restrictive covenants: Prohibits entering into other financing at prices lower than the conversion price for four years (unless conventional bank debt).
- Preferential liquidation rights: Series G ranks senior over Series A, D, E, and F preferred stock.
- Dividend obligations: 9.5% cumulative dividends that accrue regardless of earnings or cash availability.
📋 Key Facts
- Total financing amount: Up to $25,000,000.00.
- Securities issued: Up to 25,000 shares of Series G Convertible Preferred Stock and associated warrants.
- Conversion Price: Greater of a $0.10 floor price or 105% of the VWAP (capped at $6.74).
- Dividend Rate: 9.5% cumulative cash dividends, payable monthly; rate increases to 12% if payments are in arrears.
- Warrant Exercise Price: $5.92 per share with a five-year term.
- Purchaser (Ault & Company, Inc.) is an affiliate of the Company.
- Transaction requires stockholder approval for issuances exceeding 19.99% of outstanding common stock.
Hyperscale Data, Inc. received a delisting notice from the NYSE American due to failing to meet minimum stockholders' equity requirements ($2.2M reported vs. $6M required) and cumulative net losses over five fiscal years. The company is required to submit a compliance plan by January 17, 2025.
🚩 Red Flags
- Delisting notice from NYSE American
- Failure to meet minimum stockholders' equity requirements ($2.2M vs $6M requirement)
- History of net losses in 5 of the most recent fiscal years
- Significant related-party transactions: Ault & Company, Inc. (an affiliate) has purchased $50 million in Series C Preferred Stock and Warrants to date.
📋 Key Facts
- NYSE American notified the company on December 18, 2024, of non-compliance with listing standards.
- Stockholders' equity was reported at approximately $2.2 million as of September 30, 2024.
- The company has reported losses in five of its most recent fiscal years ended December 31, 2023.
- A compliance plan must be submitted by January 17, 2025, to avoid delisting procedures.
- The company has an 18-month window (until June 18, 2026) to demonstrate regained compliance if the plan is accepted.
Hyperscale Data, Inc. entered into a Securities Purchase Agreement with an affiliate, Ault & Company, Inc., to issue up to $25 million in Series G Convertible Preferred Stock and warrants. The deal features highly dilutive terms, including a low conversion floor price of $0.10 and significant dividend obligations.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the company.
- Extreme dilution risk: The conversion floor price of $0.10 represents a massive potential dilution compared to current trading levels (implied by the voting floor price of $5.38).
- High dividend burden: 9.5% cumulative dividends that accrue regardless of earnings or cash availability.
- Restrictive covenants: Prohibits certain financing and variable rate debt for up to four years.
📋 Key Facts
- Total financing amount: Up to $25,000,000.00.
- Security type: Series G Convertible Preferred Stock and Series G Warrants.
- Conversion Price: Greater of $0.10 per share (Floor Price) or 105% of the VWAP (subject to a $6.74 cap).
- Dividend Rate: 9.5% cumulative cash dividends, payable monthly in arrears; rate increases to 12% if dividends are missed.
- Warrant Exercise Price: $5.92 per share with a five-year term.
- The Purchaser (Ault & Company, Inc.) is an affiliate of the Company.
Hyperscale Data, Inc. announced a dividend payment for its Series D Preferred Stock but simultaneously disclosed the deferral of the monthly cash dividend for its 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock.
🚩 Red Flags
- Dividend Deferral: The decision to defer the Series E Preferred Stock dividend is a significant liquidity signal, suggesting potential cash flow constraints.
- Preference for Series D over Series E: While paying Series D, the company is withholding payments on other preferred tranches, indicating selective capital allocation.
📋 Key Facts
- Series D Preferred Stock: Cash dividend of $0.2708333 per share announced; record date Dec 31, 2024; payment date Jan 10, 2025.
- Series E Preferred Stock (10.00%): Board elected to defer the monthly cash dividend for the month ending December 31, 2024.
- The Series E Certificate of Designations allows for up to 12 consecutive monthly dividend deferrals without being considered a default/missed payment.
Hyperscale Data, Inc. announced the sale of a real property in St. Petersburg, Florida, for $13 million. The asset was held through its wholly owned subsidiary, Third Avenue Apartments LLC.
🚩 Red Flags
- Complex corporate structure involving multiple layers of subsidiaries (Ault Capital Group -> Ault Global Real Estate Equities -> Third Avenue Apartments) which can complicate transparency.
📋 Key Facts
- Closing Date: December 13, 2024
- Sale Price: $13,000,000
- Asset: Real property located at the southeast corner of 5th Street North and 3rd Avenue North in St. Petersburg, Florida
- Seller: Third Avenue Apartments LLC (a subsidiary of Ault Global Real Estate Equities, Inc., which is a subsidiary of Ault Capital Group, Inc.)
- Buyer: Cats Mirror Lake, LLC
Hyperscale Data, Inc. reported the closing of a tranche of equity sales to Ault & Company, Inc., an affiliate of the company. This transaction is part of a larger $75 million potential financing arrangement involving convertible preferred stock and warrants.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of Hyperscale Data, Inc.
- Significant dilution risk: The issuance involves convertible preferred stock and warrants that can be converted into a large number of common shares (406,288 warrant shares to date).
- High dependency on a single affiliate for financing ($75M potential total commitment).
📋 Key Facts
- On December 12, 2024, the company sold 500 shares of Series C convertible preferred stock and warrants to purchase 4,223 common shares for $500,000.
- Aggregate sales to date (as of Dec 13, 2024) total 48,100 shares of Series C Preferred Stock and 406,288 Warrant Shares for a total price of $48.1 million.
- The Purchaser (Ault & Company, Inc.) has the right to purchase up to an additional $75 million in securities.
- The transactions were conducted with Ault & Company, Inc., which is identified as an affiliate of the company.
Hyperscale Data, Inc. entered into a forbearance agreement with an institutional investor to address a defaulted $5.39 million convertible note. The company is issuing a new $853,067.93 'Forbearance Note' at an 18% interest rate to delay the exercise of rights by the creditor until year-end.
🚩 Red Flags
- High-interest debt restructuring: Issuing an 18% interest note to settle/forbear on existing debt is a sign of liquidity distress.
- Default context: The forbearance was required because the 'Old Note' reached its maturity date (Oct 19, 2024) without being settled or converted.
- Related-party transactions: Ault & Company, Inc., an affiliate, has significant exposure/involvement via a $75 million purchase program.
- Dependency on regulatory approval: The conversion of the new debt is contingent upon NYSE and stockholder approval.
📋 Key Facts
- Company entered into a Forbearance Agreement on December 10, 2024, with an institutional investor regarding a $5.39M 'Old Note' that matured October 19, 2024.
- The new Forbearance Note is for $853,067.93, which includes a forbearance extension fee of $502,760.82 and a true-up amount of $339,211.22.
- The Forbearance Note carries a high interest rate of 18% per annum and matures on February 15, 2025.
- Conversion price for the new note is set at $5.47 per share, subject to NYSE approval and stockholder approval.
- Ault & Company, Inc. (an affiliate) has already purchased $47.6 million in Series C Preferred Stock/Warrants under a larger $75 million program.
Hyperscale Data, Inc. reported a recent closing of a $570,000 sale of Series C convertible preferred stock and warrants to an affiliate, Ault & Company, Inc. This is part of a larger $47.55 million aggregate investment that could potentially reach $122.55 million.
🚩 Red Flags
- Related-party transaction: The purchaser, Ault & Company, Inc., is identified as an affiliate of the company.
- Potential massive dilution: The agreement allows for up to $75 million in additional Series C Preferred and Warrants, which include warrants for 401,647 shares already issued/allocated.
📋 Key Facts
- On December 4, 2024, the company sold 570 shares of Series C convertible preferred stock and warrants to purchase 4,815 shares of common stock.
- The transaction price for this specific tranche was $570,000.
- Aggregate investment by Purchaser (Ault & Company, Inc.) as of Dec 6, 2024, is $47.55 million for Series C Preferred and Warrants.
- The Agreement allows the Purchaser to purchase up to an additional $75 million in securities.
- The transaction was conducted via exemption from registration under Section 4(a)(2) of the Securities Act.
Hyperscale Data, Inc. announced the distribution of one million shares of its Series F Exchangeable Preferred Stock to existing Class A Common and Series C Convertible Preferred shareholders.
🚩 Red Flags
- Issuance of exchangeable preferred stock can lead to future dilution of common shareholders upon conversion/exchange.
📋 Key Facts
- Distribution of 1,000,000 shares of Series F Exchangeable Preferred Stock.
- Recipients: Holders of Class A Common Stock and Series C Convertible Preferred Stock.
- Record Date: December 13, 2024.
- Payment Date: December 23, 2024.
Hyperscale Data, Inc. has established a new class of Series F Exchangeable Preferred Stock via a Certificate of Designation filed in Delaware on November 22, 2024. This new security is exchangeable for shares of its wholly owned subsidiary, Ault Capital Group, Inc.
🚩 Red Flags
- Complex capital structure involving exchangeable rights into a subsidiary (ACG) rather than the parent company directly.
- Significant dilution potential for existing shareholders via the 1,000,000 shares of Series F and subsequent conversion to ACG stock.
- Liquidation preference hierarchy places Series F junior to multiple previous preferred series (A, C, D, E).
📋 Key Facts
- Filed Certificate of Designation to establish Series F Exchangeable Preferred Stock on November 22, 2024.
- Designated number of shares: 1,000,000 shares of Series F Preferred Stock.
- Exchangeability: Holders can exchange for (i) ten (10) shares of Class A Common Stock and (ii) five (5) shares of Class B Common Stock of Ault Capital Group, Inc. (ACG).
- Exchange timing: Begins one year after issuance or upon registration of the underlying ACG shares.
- Liquidation preference: Ranks senior to all common stock but junior to Series A, C, D, and E Preferred Stocks and existing/future debt.
Hyperscale Data, Inc. completed a secondary sale of Series C Convertible Preferred Stock and warrants to an affiliate, Ault & Company, Inc., for $50,000 on November 21, 2024. This follows a series of similar transactions under a larger securities purchase agreement.
🚩 Red Flags
- Related-party transaction: The purchaser, Ault & Company, Inc., is identified as an affiliate of the Company.
- Significant dilution risk: Warrants issued allow for the purchase of over 13.8 million common shares, representing massive potential dilution to existing shareholders.
- Heavy reliance on a single affiliate for capital: Total aggregate sales reach $46.98M, suggesting the company is heavily dependent on an insider/affiliate for funding.
📋 Key Facts
- Sold 50 shares of Series C Convertible Preferred Stock and warrants to purchase 14,782 common shares for $50,000 on Nov 21, 2024.
- The purchaser (Ault & Company, Inc.) has purchased an aggregate of 46,980 preferred shares and warrants for 13,889,136 common shares to date.
- Total aggregate purchase price to date is $46.98 million.
- The Purchaser has the right to purchase up to an additional $75 million in securities under the existing agreement.
Hyperscale Data, Inc. is implementing a 1-for-35 reverse stock split to consolidate its outstanding shares. The amendment was filed on November 20, 2024, and will become effective in Delaware on November 22, 2024.
🚩 Red Flags
- Reverse stock split (often used to avoid delisting due to low share price).
- Significant reduction in total shares outstanding (from ~38.8M to ~1.1M).
📋 Key Facts
- Reverse stock split ratio is one-for-thirty-five (1:35).
- The split becomes effective in Delaware at 11:59 PM ET on Friday, November 22, 2024.
- Trading on NYSE American will resume on a split-adjusted basis starting November 25, 2024.
- Outstanding shares reduced from approximately 38,846,318 to approximately 1,109,895.
- New CUSIP number for the common stock is 09175M 804.
Hyperscale Data, Inc. announced a cash dividend of $0.2708333 per share for holders of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
📋 Key Facts
- Dividend amount: $0.2708333 per share
- Security type: 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (GPUS PRD)
- Record date: November 30, 2024
- Payment date: December 10, 2024
Hyperscale Data, Inc. completed a significant tranche of a convertible preferred stock and warrant sale to an affiliate, Ault & Company, Inc., for $730,000 on November 15, 2024.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the company.
- Heavy dilution risk: Warrants for over 13.7 million common shares have been issued to date under this agreement, representing massive potential dilution for existing shareholders.
- High-frequency financing: The company continues to rely on large tranches of convertible securities from a single affiliate to fund operations.
📋 Key Facts
- Sold 735 shares of Series C Convertible Preferred Stock and warrants for 217,295 common shares to Ault & Company, Inc. for $730,000 on Nov 15, 2024.
- The transaction is part of a larger agreement where the Purchaser can buy up to $75 million in Series C securities.
- Aggregate purchase price to date by the Purchaser stands at $46.53 million for 46,530 preferred shares and warrants for 13,756,099 common shares.
- The purchaser (Ault & Company, Inc.) is identified as an affiliate of the Company.
Hyperscale Data, Inc. has filed a Certificate of Designation to establish 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock and simultaneously announced a planned reverse stock split via press release.
🚩 Red Flags
- Planned reverse stock split (typically used to boost share price for exchange compliance).
- Issuance of high-dividend (10%) cumulative preferred stock, which can be a sign of seeking alternative financing due to limited common equity appeal.
- Multiple material items in a single filing (Item 5.03 and Item 7.01).
📋 Key Facts
- Filed Certificate of Designation for 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock on November 11, 2024.
- Series E Preferred Stock carries a 10.00% annual dividend rate ($3.00 per year on $25.00 par value), payable monthly in arrears.
- The Series E Preferred Stock is junior to existing Series A and Series C preferred stock, but senior to common stock.
- Company announced a planned reverse stock split via press release on November 11, 2024.
- Series E shares are redeemable by the Company.
Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) has amended its Equity Line of Credit (ELOC) agreement with Orion Equity Partners, LLC to increase the total commitment from $25 million to $37.5 million. The amendment also removes a requirement for the company to issue 'Commitment Fee Shares' to Orion.
🚩 Red Flags
- Increased dilution risk due to a $12.5 million increase in the ELOC commitment amount.
- Use of an Equity Line of Credit (ELOC) often indicates a need for immediate liquidity and can lead to significant downward pressure on share price as shares are issued into the market.
- The issuance involves 'Redeemable Perpetual Preferred Stock,' which carries high dividend costs (13.00%) and potential long-term capital structure implications.
📋 Key Facts
- Increased Commitment Amount: From $25,000,000 to $37,500,000.
- Security Type: 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
- Term: 36-month term for the Amended Agreement.
- Mechanism: The company has the right to direct Orion to purchase shares up to a Maximum Advance Amount (40% of the 10-day average Daily Value Traded).
- Amendment Date: November 1, 2024.
- Removal of Requirement: The requirement for the Company to issue Orion 'Commitment Fee Shares' has been removed.
Hyperscale Data, Inc. reported a recent sale of Series C convertible preferred stock and warrants to an affiliate purchaser, Ault & Company, Inc. The transaction is part of a larger $75 million potential equity financing program.
🚩 Red Flags
- Related-party transaction: The purchaser, Ault & Company, Inc., is identified as an affiliate of the company.
- Significant dilution risk: The warrants associated with the Series C Preferred Stock represent a massive number of potential common shares (over 13.5 million warrant shares) relative to typical micro-cap structures.
- Heavy reliance on a single affiliate for capital: $45.7 million has already been deployed by one affiliate, and another $75 million is potentially available.
📋 Key Facts
- On October 22, 2024, the company sold 100 shares of Series C convertible preferred stock and warrants to purchase 29,564 common shares for $100,000.
- Aggregate historical purchases by Ault & Company, Inc. total 45,700 shares of Series C Preferred Stock and warrants for 13,510,718 Warrant Shares, totaling $45.7 million.
- The Purchaser (Ault & Company, Inc.) has the right to purchase up to an additional $75 million in Series C Convertible Preferred Stock and Warrants.
- The securities were sold via exemption from registration under Section 4(a)(2) of the Securities Act.
Hyperscale Data, Inc. reported a recent sale of Series C convertible preferred stock and warrants to an affiliate, Ault & Company, Inc., as part of a larger $75 million potential financing arrangement.
🚩 Red Flags
- Related-party transaction: The purchaser, Ault & Company, Inc., is identified as an affiliate of the company.
- Significant potential dilution: Warrants for over 13 million shares represent a massive overhang on existing common shareholders.
- Convertible debt/equity structure: The use of convertible preferred stock and warrants often leads to 'death spiral' dilution mechanics in micro-cap companies.
📋 Key Facts
- On October 18, 2024, the company sold 450 shares of Series C convertible preferred stock and warrants for $450,000.
- The Purchaser (Ault & Company, Inc.) has purchased an aggregate of 45,600 shares of Series C Preferred Stock to date.
- Total aggregate purchase price to date is $45.6 million.
- Warrants allow for the purchase of up to 13,481,154 shares of common stock (aggregate).
- The Agreement allows the Purchaser to buy up to an additional $75 million in securities.
Hyperscale Data, Inc. announced a cash dividend for holders of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date: October 31, 2024.
- Payment date: November 12, 2024.
- The dividend applies specifically to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (GPUS PRD).
Hyperscale Data, Inc. reported a significant transaction involving the sale of Series C Convertible Preferred Stock and warrants to Ault & Company, Inc., which is an affiliate of the company. This filing updates the aggregate amount purchased by the affiliate to $45.15 million, with potential further purchases up to $75 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Significant dilution risk: Warrants to purchase 13,348,116 shares represent massive potential dilution for existing common shareholders.
- Heavy reliance on a single affiliate for capital: $45.15 million has been raised from one affiliate, with another $75 million in potential issuance authorized.
📋 Key Facts
- On October 10, 2024, the Company sold 500 shares of Series C convertible preferred stock and warrants for $500,000.
- As of October 16, 2024, the Purchaser (Ault & Company, Inc.) has purchased an aggregate of 45,150 shares of Series C Preferred Stock and warrants to purchase 13,348,116 common shares.
- The total aggregate amount paid by the affiliate to date is $45.15 million.
- The Agreement allows the Purchaser to buy up to an additional $75 million in securities.
- Ault & Company, Inc. is identified as an affiliate of Hyperscale Data, Inc.
Hyperscale Data, Inc. reported a significant transaction involving the sale of Series C convertible preferred stock and warrants to Ault & Company, Inc., an affiliate of the company. As of October 10, 2024, the total aggregate purchase price for these securities has reached $44.65 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Significant dilution risk: Warrants to purchase 13,200,297 shares represent a massive potential issuance of common stock relative to typical micro-cap structures.
- Convertible debt/equity complexity: The use of convertible preferred stock and warrants often leads to 'death spiral' dilution dynamics.
📋 Key Facts
- On October 4, 2024, the company sold 350 shares of Series C convertible preferred stock and warrants to Ault & Company, Inc. for $350,000.
- Aggregate amount purchased by the Purchaser as of Oct 10, 2024: $44.65 million.
- The aggregate purchase includes 44,650 shares of Series C Convertible Preferred Stock and warrants to purchase 13,200,297 common shares.
- The Agreement allows the Purchaser to buy up to an additional $75 million in securities.
- Ault & Company, Inc. is identified as an affiliate of Hyperscale Data, Inc.
Hyperscale Data, Inc. entered into an agreement to sell a real estate property in St. Petersburg, Florida for $13.2 million. A significant portion of the proceeds ($11 million) is earmarked to repay senior secured lenders to release the asset from its existing loan.
🚩 Red Flags
- Asset sale primarily used for debt reduction ($11M of $13.2M goes directly to lenders)
- Purchaser holds a significant termination right (60 days), creating deal uncertainty
- The transaction is driven by the need to release property from a Secured Loan, suggesting potential liquidity or collateral constraints
📋 Key Facts
- Execution Date: October 2, 2024
- Asset being sold: Real estate property in St. Petersburg, Florida
- Purchase Price: $13.2 million
- Expected Closing: On or before December 31, 2024
- Debt Obligation: $11 million of the proceeds must be paid to senior secured lenders to release the property from a Secured Loan dated Dec 14, 2023
- Termination Right: Purchaser has a 60-day window (from Oct 2) to terminate for any reason
Hyperscale Data, Inc. announced a cash dividend for holders of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date: September 30, 2024.
- Payment date: October 10, 2024.
- The dividend applies specifically to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Hyperscale Data, Inc. (formerly Ault Alliance, Inc.) has filed an amendment to extend the termination date for its final financing tranche with an affiliate purchaser. The amendment pushes the deadline from June 30, 2024, to December 31, 2024, with a potential 90-day extension.
🚩 Red Flags
- Related-party transaction: The Purchaser (Ault & Company, Inc.) is an affiliate of the Company.
- Dilution risk: The financing involves Series C Convertible Preferred Stock and warrants, which are highly dilutive to common shareholders.
- History of reverse stock splits: A reverse split was executed in January 2024.
- Delayed financing: The extension of the termination date suggests difficulty in closing the final tranche of the $75 million program.
📋 Key Facts
- The Second Amendment extends the 'Termination Date' for the final tranche of financing from June 30, 2024, to December 31, 2024.
- The Purchaser has the right to extend the new termination date by an additional ninety (90) days.
- As of September 17, 2024, the Purchaser had purchased 44,000 shares of Series C Convertible Preferred Stock for a total of $44 million.
- The original financing agreement was for up to $50 million; a First Amendment in March 2024 increased the total potential financing to $75 million.
- A reverse stock split was effective as of January 16, 2024.
Ault Alliance, Inc. has filed an amendment to its Certificate of Incorporation to change its corporate name to 'Hyperscale Data, Inc.' The name and ticker symbol changes are expected to take effect on September 10, 2024.
📋 Key Facts
- Company is changing its name from Ault Alliance, Inc. to Hyperscale Data, Inc.
- The name change becomes effective in Delaware at 12:01 AM ET on September 10, 2024.
- Common stock ticker will change from 'AULT' to 'GPUS'.
- Series D Cumulative Redeemable Perpetual Preferred Stock ticker will change from 'AULT PRD' to 'GPUS PRD'.
- The name change was executed via amendment to the Certificate of Incorporation without requiring stockholder approval.
Ault Alliance, Inc. held a Special Meeting of Stockholders on August 26, 2024, where shareholders approved the conversion of a $5.39 million convertible promissory note into common stock. This follows a Note Purchase Agreement dated July 18, 2024.
🚩 Red Flags
- Conversion of debt into equity leads to potential dilution for existing common shareholders.
- The use of convertible promissory notes often indicates a need for immediate liquidity/capital injection.
📋 Key Facts
- Special Meeting held on August 26, 2024.
- Proposal approved: Conversion of $5,390,000 principal amount of 10% OID Convertible Promissory Note into Common Stock.
- The note was issued under a Note Purchase Agreement dated July 18, 2024.
- Voting results for Proposal One: 16,626,682 For; 2,541,216 Against; 46,470 Abstain.
Ault Alliance, Inc. announced a cash dividend for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date: August 31, 2024.
- Payment date: September 10, 2024.
- The dividend is specifically for the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Ault Alliance, Inc. filed an 8-K to announce the release of its unaudited revenue results for the six-month period ending June 30, 2024.
📋 Key Facts
- The filing pertains to Item 2.02: Results of Operations and Financial Condition.
- The company released unaudited revenue data for the first half of 2024 (six months ended June 30, 2024).
- The report was filed on August 19, 2024.
Ault Alliance, Inc. reported a significant tranche of equity securities sales to an affiliate, Ault & Company, Inc., involving Series C convertible preferred stock and warrants. As of August 2, 2024, the purchaser has invested $44.3 million toward a total potential commitment of up to $75 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Significant dilution risk: The warrants associated with the investment represent over 13 million common shares, which could lead to massive dilution for existing shareholders upon exercise or conversion.
- Convertible securities structure: Use of convertible preferred stock and large warrant packages is often used by companies facing liquidity constraints.
📋 Key Facts
- On August 2, 2024, the Company sold 300 shares of Series C convertible preferred stock and warrants to purchase 88,692 common shares.
- Total aggregate investment by Purchaser (Ault & Company, Inc.) as of August 2, 2024, is $44.3 million for 44,300 shares of Series C Preferred Stock and warrants for 13,096,823 common shares.
- The Agreement allows the Purchaser to purchase up to an additional $75 million in Series C Convertible Preferred Stock and Warrants.
- The transaction was conducted with Ault & Company, Inc., which is identified as an affiliate of the Company.
Ault Alliance, Inc. entered into a note purchase agreement to issue a $5,390,000 convertible promissory note to an institutional investor at a discount. The note carries a high 15% interest rate and matures in just three months (October 19, 2024).
🚩 Red Flags
- Extremely short maturity date (approx. 3 months), indicating urgent liquidity needs.
- High interest rate (15% - 18%) characteristic of distressed financing.
- Convertible feature with a downward price adjustment mechanism, which is highly dilutive to existing shareholders.
- The note includes 'suspension or delisting' as an event of default, suggesting potential volatility or regulatory risk.
📋 Key Facts
- Note Face Value: $5,390,000 (includes $490,000 original issue discount)
- Purchase Price: $4,900,000
- Interest Rate: 15% per annum (increases to 18% upon default)
- Maturity Date: October 19, 2024
- Conversion Price: $0.22 per share, subject to a downward adjustment to 85% of the bid price if stock falls below conversion price on September 2, 2024
- The offering is being conducted via a registered direct offering under an existing S-3 shelf registration.
Ault Alliance, Inc. announced a cash dividend for its Series D 13.00% Cumulative Redeemable Perpetual Preferred Stock. The dividend is set at $0.2708333 per share.
🚩 Red Flags
- None identified in this specific filing.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date for dividend: July 31, 2024.
- Payment date for dividend: August 12, 2024.
- The dividend is specifically for the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Ault Alliance, Inc. held its 2024 Annual Meeting of Stockholders where shareholders approved several significant measures, including a reverse stock split and the ratification of Marcum LLP as auditors.
🚩 Red Flags
- Approval of a reverse stock split (Proposal Five) is often used to maintain exchange listing requirements or combat low share prices.
- Rejection of the 2024 Stock Incentive Plan suggests potential misalignment between management and shareholders regarding compensation/incentives.
📋 Key Facts
- Annual Meeting held on June 28, 2024.
- Shareholders approved Proposal Five: A reverse stock split with a ratio between 1-for-2 and 1-for-35 to be determined by the Board before June 27, 2025.
- Shareholders approved Proposal Two: Ratification of Marcum LLP as independent auditor for FY ending Dec 31, 2024.
- Shareholders rejected Proposal Six regarding the 2024 Stock Incentive Plan (2,739,733 For vs 2,663,010 Against).
- Shareholders approved Proposal Three: Exercise of warrants related to a Note Purchase Agreement dated Oct 13, 2023.
- Shareholders approved Proposal Four: Conversion/increase of Series C Convertible Preferred Stock up to $75,000,000.
Ault Alliance, Inc. entered into an Equity Line of Credit (ELOC) agreement with Orion Equity Partners, LLC to issue up to $25 million in 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock over a 36-month term.
🚩 Red Flags
- Use of an Equity Line of Credit (ELOC) often indicates immediate need for liquidity/cash flow management.
- High-interest preferred stock (13.00% cumulative redeemable perpetual) suggests expensive capital structure components.
- The issuance is subject to a 36-month term, indicating long-term reliance on dilutive financing.
📋 Key Facts
- Entered ELOC Purchase Agreement with Orion Equity Partners, LLC on June 20, 2024.
- Maximum aggregate issuance amount: $25,000,000 of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
- Term of agreement: 36 months.
- The company can direct Orion to purchase shares in amounts up to 40% of the average Daily Value Traded over the preceding ten trading days.
- Includes a $500,000 commitment fee in the form of Preferred Shares.
- Requires filing a Registration Statement for resale within 30 days and effectiveness within 90 days.
Ault Alliance, Inc. announced a cash dividend for its Series D Cumulative Redeemable Perpetual Preferred Stock. The dividend is set at $0.2708333 per share.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date for dividend: June 30, 2024.
- Payment date for dividend: July 10, 2024.
- The announcement was made via press release on June 18, 2024.
Ault Alliance, Inc. entered into a $20 million unsecured non-revolving credit facility with OREE Lending Company, LLC and Helios Funds LLC. The company has already drawn an initial advance of $1.5 million.
🚩 Red Flags
- High interest rate (15%) on unsecured debt.
- Significant Original Issuance Discount (20%) effectively increases the cost of capital significantly.
- Short-term maturity date (December 4, 2024) creates immediate liquidity pressure.
- The extension of the loan is contingent upon the successful execution and maintenance of an equity line of credit, indicating potential reliance on dilutive financing to meet debt obligations.
- Personal guaranty from the Executive Chairman suggests lenders viewed the corporate entity's creditworthiness as insufficient for unsecured terms.
📋 Key Facts
- Entered into a Credit Agreement on June 4, 2024.
- Aggregate principal amount: up to $20,000,000 (unsecured).
- Maximum outstanding Advances allowed at any time: $2,000,000.
- Initial Advance of $1,500,000 made on June 4, 2024.
- Interest rate: 15.0% per annum.
- Original issuance discount (OID) of 20% applied to each Advance.
- Maturity Date: December 4, 2024 (extendable to June 4, 2025 if an equity line of credit for Series D Preferred Stock is executed and in good standing).
- The obligation is secured by a personal guaranty from Executive Chairman Milton C. Ault.
Ault Alliance, Inc. filed an 8-K to announce the release of its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: First quarter ended March 31, 2024.
- Filing date: May 21, 2024.
Ault Alliance, Inc. announced a cash dividend for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
🚩 Red Flags
- Dividend is paid only to preferred shareholders, not common stockholders (GPUS).
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date: May 31, 2024.
- Payment date: June 10, 2024.
- The dividend applies specifically to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Ault Alliance, Inc. entered into a Second Amendment to its Loan and Guaranty Agreement on May 15, 2024. The amendment extends the deadline for maintaining a minimum balance in a segregated deposit account but simultaneously increases that required minimum balance.
🚩 Red Flags
- Increased liquidity requirement: The company must now maintain an additional $400,000 in a segregated account by July 22, 2024
- Deadline extension: The extension of the deposit deadline suggests potential difficulty meeting original liquidity covenants on time
- High debt burden: Secured promissory notes totaling nearly $39 million represent significant leverage for a micro-cap entity
📋 Key Facts
- Amendment date: May 15, 2024
- Original loan amount: $36 million via secured promissory notes totaling $38,918,919
- The amendment extends the deadline for a specified minimum balance in the Segregated Account from May 15, 2024, to July 22, 2024
- The required minimum balance in the Segregated Account was increased from $7 million to $7.4 million
- Lenders include Ault & Company, Inc., JGB Capital, LP, JGB Partners, LP, and JGB (Cayman) Buckeye Ltd.
Ault Alliance, Inc. entered into a $1.705 million term note agreement with an accredited investor on April 29, 2024. The debt is characterized by high interest rates and an extremely short maturity period.
🚩 Red Flags
- Extremely short maturity date (May 17, 2024) suggests urgent liquidity needs or 'bridge' financing.
- High interest rate of 15% indicates high perceived risk by the lender.
- Related-party involvement: The debt is personally guaranteed by Executive Chairman Milton C. Ault.
- Significant discount on face value ($1,705,000 vs $1,550,000) increases the effective cost of capital.
📋 Key Facts
- Issued a term note with a principal face amount of $1,705,000 effective April 29, 2024.
- The Note carries a high interest rate of 15% per annum.
- The purchase price was $1,550,000 (representing an original issuance discount).
- Maturity date is set for May 17, 2024, representing a very short-term liquidity requirement.
- Repayment is secured by a guaranty from wholly owned subsidiary Ault Lending, LLC and Executive Chairman Milton C. Ault.
Ault Alliance, Inc. issued an 8-K to announce the release of preliminary unaudited revenue results for the three months ended March 31, 2024.
📋 Key Facts
- Company announced preliminary unaudited revenue for Q1 (three months ended March 31, 2024) via press release on April 29, 2024.
- The filing is an Item 2.02 disclosure regarding results of operations and financial condition.
Ault Alliance, Inc. reported an update on its Series C convertible preferred stock and warrants sale to an affiliate purchaser. The company also announced a cash dividend for holders of its Series D Preferred Stock.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the Company.
- Significant dilution risk: Warrants allow for the purchase of up to 13,08,132 Warrant Shares (noting potential typo in filing '13,08,132' vs standard notation) and additional $75M in securities could lead to massive equity overhang.
- Heavy reliance on affiliate financing: The company is utilizing large-scale convertible instruments from an affiliate to raise capital.
📋 Key Facts
- Purchaser (an affiliate) has purchased an aggregate of 44,000 shares of Series C Convertible Preferred Stock and warrants for $44 million as of April 17, 2024.
- The Agreement allows the Purchaser to purchase up to an additional $75 million in Series C securities.
- A cash dividend of $0.2708333 per share was announced for Series D Preferred Stock holders.
- Dividend record date: April 30, 2024; Payment date: May 10, 2024.
Ault Alliance, Inc. announced the immediate resignation of Howard Ash from its Board of Directors effective April 16, 2024. Mr. Ash also served as the chairman of the audit committee.
🚩 Red Flags
- Immediate departure of an Audit Committee Chairman can sometimes signal internal governance shifts, though the filing explicitly denies a disagreement.
📋 Key Facts
- Howard Ash resigned from the Board of Directors on April 16, 2024.
- The resignation was effective immediately.
- Mr. Ash served as the chairman of the audit committee.
- The company stated the resignation was not due to any disagreement regarding operations, policies, or practices.
Ault Alliance, Inc. entered into a First Amendment to its existing Loan and Guaranty Agreement on April 15, 2024. The amendment provides a one-month extension for the company to meet a minimum balance requirement in a segregated deposit account used as collateral.
🚩 Red Flags
- Liquidity pressure: The company required a deadline extension to meet a $7 million minimum cash balance requirement in a segregated account.
- Debt-heavy structure: Use of multiple subsidiaries as guarantors for significant secured promissory notes ($38.9M).
📋 Key Facts
- The Amendment relates to an existing $38,918,919 in secured promissory notes issued to JGB Capital and affiliates.
- A mandatory requirement to maintain a minimum balance of at least $7 million in a Segregated Account was extended from April 15, 2024, to May 15, 2024.
- The agreement involves multiple subsidiaries acting as guarantors, including Sentinum, Inc. and Ault Aviation, LLC.
Ault Alliance, Inc. has filed an amendment to increase the total amount of its Series C Convertible Preferred Stock financing from $50 million to $75 million. This follows a previous agreement with Ault & Company, Inc. and involves an increase in the number of preferred shares designated.
🚩 Red Flags
- Significant increase in convertible securities which typically leads to substantial dilution for existing common shareholders.
- Repeated amendments to financing terms suggest ongoing capital needs or restructuring of debt/equity obligations.
- The use of convertible preferred stock and warrants is a common method for micro-cap companies facing liquidity constraints.
📋 Key Facts
- Increased the Series C Convertible Preferred Stock financing from $50,000,000 to $75,000,000.
- The number of Series C Convertible Preferred Stock shares was increased from 50,000 to 75,000.
- The amendment includes an extension for the closing date of the final tranche of the financing.
- The Certificate of Increase was approved by the holder of the Series C stock and the Board of Directors on April 3, 2024.
Ault Alliance, Inc. has amended its Series C Convertible Preferred Stock financing agreement with an affiliate to increase the total financing amount from $50 million to $75 million and extend the closing date for the final tranche.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the company.
- Highly dilutive terms: Conversion price includes a low floor of $0.10 per share and warrants have an exercise price of $3.3825.
- Restrictive covenants: Prohibits certain financing or variable rate debt for four years unless at a price higher than the conversion price.
- Pre-emptive rights: Purchaser has rights to participate in subsequent financings to maintain ownership percentage.
📋 Key Facts
- Financing amount increased from $50,000,000.00 to $75,000,000.00.
- As of March 25, 2024, the Purchaser has already purchased $43.5 million in Series C Convertible Preferred Stock and Warrants.
- The conversion price for Series C is the greater of a $0.10 floor or 105% of the 10-day VWAP (subject to certain adjustments).
- Series C Preferred Stock carries a 9.5% cumulative cash dividend, which can be paid in common stock for the first two years.
- The Purchaser is an affiliate of the Company.
- The agreement includes a 'Voting Floor Price' of $3.075 to comply with Exchange regulations.
Ault Alliance, Inc. reported significant capital inflows from an affiliate purchaser via the sale of Series C Convertible Preferred Stock and warrants. As of March 19, 2024, the purchaser has invested $43.5 million toward a total potential commitment of $50 million.
🚩 Red Flags
- Related-party transaction: The purchaser is an affiliate of the company.
- Significant potential dilution: Warrants represent a massive number of shares (12,860,312 Warrant Shares) relative to the preferred stock purchased.
- Heavy reliance on affiliate financing for liquidity.
📋 Key Facts
- On March 18 and 19, 2024, the company sold 500 shares of Series C convertible preferred stock and warrants to Ault & Company, Inc.
- The warrants allow for the purchase of 147,820 'Warrant Shares' per unit.
- Aggregate amount purchased by the affiliate as of March 19, 2024, is $43.5 million.
- Total potential commitment under the November 6, 2023 agreement is up to $50 million.
- The purchaser (Ault & Company, Inc.) is an affiliate of the company.
Ault Alliance, Inc. announced a cash dividend for its Series D Cumulative Redeemable Perpetual Preferred Stock.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date: March 31, 2024.
- Payment date: April 10, 2024.
- The dividend applies specifically to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock.
Ault Alliance, Inc. entered into a note purchase agreement to issue $2,000,000 in convertible promissory notes to two institutional investors at a discount.
🚩 Red Flags
- Extremely short maturity period (approx. 3 months from report date) suggests immediate liquidity needs.
- Significant Original Issue Discount (OID) of $200,000 on a $2M note indicates high cost of capital.
- Conversion price of $0.35 is likely highly dilutive to existing shareholders.
- Interest rate doubles to 12% in the event of default, indicating high risk profile.
📋 Key Facts
- Total principal face amount of Notes: $2,000,000
- Purchase price for the Notes: $1,800,000 (reflecting a $200,000 original issue discount)
- Interest rate: 6% per annum (increases to 12% upon event of default)
- Maturity date: June 12, 2024 (extendable to September 12, 2024 with a 5% principal increase)
- Conversion price: $0.35 per share of Class A common stock
- The offering is being conducted via a registered direct offering under an existing S-3 shelf registration.
Ault Alliance, Inc. announced the closing of tranches of a Series C convertible preferred stock and warrant offering to an affiliate, Ault & Company, Inc. As of March 8, 2024, the purchaser has invested $42.5 million toward a total potential commitment of $50 million.
🚩 Red Flags
- Related-party transaction: The purchaser (Ault & Company, Inc.) is an affiliate of the issuer.
- Significant dilution risk: Warrants issued allow for the purchase of over 12.5 million common shares against a $42.5 million investment.
📋 Key Facts
- On March 7 and 8, 2024, the company sold shares of Series C convertible preferred stock and warrants to Ault & Company, Inc.
- The purchaser has acquired an aggregate of 42,500 shares of Series C Convertible Preferred Stock and warrants for 12,564,672 common shares.
- Total amount paid by the purchaser as of March 8, 2024, is $42.5 million.
- The total potential purchase amount under the November 6, 2023 Agreement is up to $50 million.
- The transaction was conducted with an affiliate of the company.
Ault Alliance, Inc. announced the issuance of a press release containing preliminary financial results for the twelve-month period ended December 31, 2023.
📋 Key Facts
- The company issued preliminary financial results for the fiscal year ending December 31, 2023.
- Results were announced via a press release on February 27, 2024.
- The filing is an announcement of earnings/financial condition under Item 2.02.
Ault Alliance, Inc. announced a cash dividend for its Series D 13.00% Cumulative Redeemable Perpetual Preferred Stock. The dividend is set at $0.2708333 per share.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date for dividend: February 29, 2024.
- Payment date for dividend: March 11, 2024.
- The announcement was made via a press release issued on February 16, 2024.
Ault Alliance, Inc. announced a cash dividend for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The dividend is set at $0.2708333 per share.
📋 Key Facts
- Dividend amount: $0.2708333 per share of Series D Preferred Stock.
- Record date for dividend: January 31, 2024.
- Payment date for dividend: February 12, 2024.
- The announcement was made via a press release issued on January 18, 2024.
Ault Alliance, Inc. has announced a 1-for-25 reverse stock split effective January 16, 2024, following stockholder approval at the annual meeting. Additionally, the company amended its bylaws to significantly reduce the quorum requirement for stockholder meetings.
🚩 Red Flags
- Reverse stock split (often used to maintain exchange listing requirements or signal distress).
- Significant reduction in quorum requirement (from majority to 35%), which can make it easier for minority shareholders/insiders to pass resolutions with less participation.
- High number of broker non-votes and 'Against' votes on the reverse split proposal suggests significant shareholder dissent.
📋 Key Facts
- Reverse stock split ratio of 1-for-25 approved by stockholders.
- The split becomes effective in Delaware on January 16, 2024, at 11:59 PM ET; trading begins on a split-adjusted basis on January 17, 2024.
- Common stock outstanding will be reduced from approximately 121,537,576 shares to approximately 4,861,503 shares.
- Bylaws amended to decrease the quorum requirement for stockholder meetings from a majority of outstanding shares to 35% of outstanding shares entitled to vote.
- Ratification of Marcum LLP as independent registered public accounting firm for FY2023.