Form 8-K
8-K — Hyperscale Data, Inc.
Accession: 0001214659-26-005936
Filed: 2026-05-11
Period: 2026-05-11
CIK: 0000896493
SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — hd5112608k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (ex10_1.htm)
EX-10.2 — EXHIBIT 10.2 (ex10_2.htm)
EX-99.1 — EXHIBIT 99.1 (ex99_1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): May 11, 2026
HYPERSCALE DATA, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-12711
94-1721931
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11411 Southern Highlands Parkway, Suite 190,
Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.001 par value
GPUS
NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
GPUS PD
NYSE American
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On
May 9, 2026, Hyperscale Data, Inc., a Delaware corporation (the “Company”), through its wholly-owned subsidiary, Omnipresent
Robotics LLC, a Nevada limited liability company (the “Omnipresent”), entered into a definitive Appendix (the “Appendix”)
with AGIBOT PTE. LTD., a Singaporean company (“AGIBOT”), which supplements that certain Partner Agreement dated April
15, 2026 (the “Partner Agreement”) entered into by and between Omnipresent and AGIBOT. Pursuant to the Appendix and
Partner Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent for a purchase price of up to approximately
$13.4 million (pursuant to purchase orders) and authorized Omnipresent to resell such products under Omnipresent’s brand. Moreover,
Omnipresent agreed to work with and assist Omnipresent in the establishment of a robot data collection center. The Appendix also contains
certain customary provisions, including those that relate to confidentiality and ownership of data, intellectual property rights, product
control and security, product warranty and indemnification.
The
foregoing summary of the Appendix and Partner Agreement is subject to and qualified in its entirety by the text of the Appendix and Partner
Agreement, forms of which are both filed hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
While the Partnership
Agreement was, at the time of its execution, similar to a memorandum of understanding, and was therefore not viewed as a material definitive
agreement required to be filed under Item 1.01, the execution of the Appendix has converted it into a material definitive agreement that
the Company believes should be disclosed under Item 1.01.
Item 7.01 Regulation FD Disclosure.
On May 11, 2026, the
Company issued a press release announcing the Appendix, a copy of which is attached as Exhibit 99.1. The information contained in Exhibit
99.1 is incorporated herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission
as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange
Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects
of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements,
which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which
involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking
statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,”
“will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual
results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely
unduly on forward-looking statements when evaluating the information presented within.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
Description
10.1
Form of Appendix dated May 9, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD.
10.2
Form of Partner Agreement dated April 15, 2026 by and between Omnipresent Robotics, LLC and AGIBOT PTE. LTD.
99.1
Press Release issued on May 11, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HYPERSCALE DATA, INC.
Dated: May 11, 2026
/s/ Henry Nisser
Henry Nisser
President and General Counsel
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EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: ex10_1.htm · Sequence: 2
Exhibit 10.1
APPENDIX
TO PARTNER AGREEMENT
(Pursuant to Section 15.3 of the Partner Agreement)
This Appendix (this "Appendix")
is entered into as of May 9, 2026 (the "Appendix Effective Date") by and between:
Party A: AGIBOT PTE. LTD., a company incorporated
under the laws of Singapore, with its registered office at 112 Robinson Rd., #03-01, Singapore 068902 ("AGIBOT");
Party B: Omnipresent Robotics, LLC, a limited
liability company organized under the laws of Nevada with its principal place of business at 11411 Southern Highlands Pkwy, Suite 190,
Las Vegas, NV ("Omnipresent");
AGIBOT and Omnipresent are each referred to herein
individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the AGIBOT and Omnipresent entered into
that certain Partner Agreement dated April 15, 2026 (the “Partner Agreement”), pursuant to which AGIBOT agreed to sell
its intelligent robot Products to Omnipresent, to authorize Omnipresent to resell such products under Omnipresent’s brand, and to
assist Omnipresent in establishing a robot data collection center;
WHEREAS, Section 15.3 of the Partner Agreement
obligates the Parties to negotiate and execute this Appendix within sixty (60) days of the Execution Date, setting forth more detailed
terms for the transactions contemplated thereby;
WHEREAS, the Parties desire to set forth their
agreement with respect to the matters specified in Sections 15.3 of the Partner Agreement, and to supplement and, where expressly provided
herein, supersede certain provisions of the Partner Agreement; and
WHEREAS, the Parties intend this Appendix to be
legally binding and to form an integral part of the Partner Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE
I — DEFINITIONS
Capitalized terms used but not defined in this
Appendix shall have the meanings ascribed to them in the Partner Agreement. In addition, the following terms shall have the meanings set
forth below:
1.1 “Collected Data” means all data, observations, recordings, sensor outputs, and other
information generated by or captured through the operation of the Products at Omnipresent’s data collection facility or facilities
in the United States, including without limitation environmental data, motion data, spatial data, task-execution data, and interaction
data observed or recorded during such operation. The fact that Collected Data was generated through the operation of AGIBOT’s Products,
or that such data may reflect or relate to the capabilities, behavior, or performance of the Products, shall not cause such data to be
characterized as AGIBOT’s intellectual property, confidential information, or proprietary information of any kind.
1.2 “AGIBOT Background IP” means all intellectual property rights (including copyrights,
trademarks, patents, and trade secrets) owned by or licensed to AGIBOT that are pre-existing as of the Execution Date of the Partner Agreement,
including without limitation software, firmware, source code, object code, algorithms, models, training data, training methods, documentation,
and interfaces, and any improvements or derivative works thereof made solely by or on behalf of AGIBOT.
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1.3 “Operational Software” means the software, firmware, and interfaces embedded in or
bundled with the Products as of the date of delivery, to the extent necessary to operate the Products for data collection purposes at
Omnipresent’s facility.
1.4 “Data Commercialization” means any sale, license, transfer, sublicense, or other disposition
of Collected Data or rights therein to any third party.
1.5 “Omnipresent Improvements” means any improvements, modifications, enhancements, derivative
works, or other developments created by or on behalf of Omnipresent relating to the Products, the Collected Data, or any data collection
methodology developed by Omnipresent in connection with this Appendix or the Partner Agreement.
1.6
“Products” means the intelligent robots manufactured by AGIBOT, together with all software, firmware, and software services
(including, without limitation, the Genie Studio Software Image, Genie Studio Deployment Service, and related training services), sold
or licensed to Omnipresent pursuant to the Partner Agreement and the purchase orders executed in connection therewith (including any purchase
orders with AGIBOT directly or with authorized agents of AGIBOT (including, without limitation, ZHEJIANG
SURUIDA INTERNATIONAL SUPPLY CHAIN MANAGEMENT CO., LTD)).
ARTICLE
II — RELATIONSHIP TO PARTNER AGREEMENT; PRECEDENCE
2.1 Incorporation; Precedence. This Appendix is incorporated into and forms an integral part of the
Partner Agreement pursuant to Section 15.2 thereof. In the event of any inconsistency or conflict between the terms of this Appendix and
the terms of the Partner Agreement (including without limitation Sections 1.2, 7.1, 8.1, 9, and 11.4 thereof) with respect to any matter
addressed herein, the terms of this Appendix shall control and prevail. Furthermore, in the event of any inconsistency or conflict between
the terms of this Appendix and the terms of any purchase order with respect to any matter addressed herein, the terms of this Appendix
shall control.
2.2 Continuing Effect. Except as expressly modified or supplemented herein, all terms and conditions
of the Partner Agreement shall remain in full force and effect.
ARTICLE
III — DATA COLLECTION CENTER; COLLECTED DATA: OWNERSHIP AND RIGHTS
3.1 Data Collection Center. AGIBOT shall assist Omnipresent with establishing a robot data collection
center reasonably acceptable to Omnipresent (at no cost to Omnipresent). Such assistance and training by AGIBOT shall include, but not
limited to, the following:
a) Operational / procedural documentation (e.g., routine operations, maintenance activities and schedules
etc.).
b) Space related schematics / design documents / site specific requirements (e.g., electrical, mechanical
/ filtration / humidification, etc.).
c) Operations and technical labor related documentation (e.g., skill set types, guidance on counts per skill
type).
d) Technology related documentation.
e) Guidance on server, storage and network configurations and performance requirements.
f) Reference architecture documentation (i.e., technical documentation that can show how servers / storage
/ network connect together with detailed descriptions of how required devices need to be configured).
g) Assistance with developing a technical “base building block” for efficient scalability and
repeatability.
h) Training for product assembly.
i) Onsite training to follow a “train the trainer” approach for technical, operational, product
maintenance, customer service (contact center), sales, and sales support skill sets. Duration of onsite training lasts until competency
levels are successfully demonstrated by documented assessment.
j) Other assistance or training requested by Omnipresent that is reasonably necessary for setting up or operating
the robot data collection center.
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AGIBOT shall use reasonable best effort
to provide the training and services set forth above to Omnipresent, including without limitation, AGBIOT providing on-site training or
remote training as reasonably requested by Omnipresent.
3.2 Sole and Exclusive Ownership. Omnipresent is and shall be the sole and exclusive owner of all Collected
Data from the moment of its creation. Title to all Collected Data vests in Omnipresent automatically upon collection and does not require
any further act, instrument, assignment, or agreement by AGIBOT. AGIBOT hereby acknowledges and confirms Omnipresent’s sole and
exclusive ownership of all Collected Data.
3.3 Assignment. To the extent AGIBOT is deemed to have any right, title, or interest in or to any Collected
Data (whether by operation of law, contract, or otherwise), AGIBOT hereby irrevocably assigns, transfers, and conveys to Omnipresent all
such right, title, and interest, including all intellectual property rights therein, free and clear of any liens, claims, or encumbrances.
AGIBOT shall, at Omnipresent’s reasonable request and expense, execute and deliver such additional instruments and documents as
may be reasonably necessary to perfect, confirm, or record such assignment.
3.4 Omnipresent’s Rights. Omnipresent shall have the unrestricted right to use, reproduce, distribute,
license, sell, transfer, sublicense, create derivative works of, and otherwise exploit the Collected Data, in whole or in part, in any
medium and for any purpose, without any obligation to account to, seek consent from, or share revenue with AGIBOT, except as expressly
set forth in Article VII of this Appendix with respect to any sales assistance actually provided by AGIBOT at Omnipresent’s written
request. AGIBOT shall not impose any restrictions, conditions, or approval requirements on Omnipresent’s commercialization of Collected
Data, whether based on quality control, brand protection, or any other basis.
3.5 No AGIBOT Rights in Collected Data. AGIBOT shall have no ownership interest in, license to, or
right of access to any Collected Data. AGIBOT shall not, directly or indirectly: (a) access, copy, use, retain, analyze, or process any
Collected Data; (b) disclose or transfer any Collected Data to any third party; (c) assert any intellectual property claim with respect
to any Collected Data; or (d) use any Collected Data for the purpose of training, improving, or developing AGIBOT’s products, algorithms,
models, or any other AGIBOT technology, in each case without Omnipresent’s prior written consent, which may be withheld in Omnipresent’s
sole and absolute discretion.
3.6 Data Localization. AGIBOT shall implement and maintain reasonable technical and organizational
safeguards to ensure that Collected Data is not transmitted to, stored on, or made accessible by AGIBOT's systems, servers, or personnel,
including any systems or personnel located outside the United States, except to the extent expressly authorized by Omnipresent's prior
written consent on a case-by-case basis.
3.7 No Inference Claims. The Parties expressly agree that the fact that Collected Data was generated
through the operation of AGIBOT’s Products, or that Collected Data may reflect, relate to, or enable inference regarding the operation,
behavior, performance, or capabilities of AGIBOT’s products, algorithms, or models, shall not: (a) cause such Collected Data to
be characterized as AGIBOT’s confidential information or proprietary information; (b) give rise to any ownership, license, or other
claim by AGIBOT with respect to such Collected Data; or (c) restrict in any manner Omnipresent’s right to use, sell, or otherwise
commercialize such Collected Data. AGIBOT hereby waives any and all claims, whether based on trade secret, copyright, or otherwise, arising
from the fact that Collected Data may reflect or be derived from the operation of AGIBOT’s Products.
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3.8 Omnipresent Improvements. All Omnipresent Improvements shall be owned solely and exclusively by
Omnipresent. Nothing in this Appendix or the Partner Agreement shall be construed to grant AGIBOT any right, title, interest, or license
in or to any Omnipresent Improvements, whether arising by operation of law, implied license, or otherwise. AGIBOT hereby waives any claim
to ownership of or rights in any Omnipresent Improvements. For the avoidance of doubt, nothing in this Appendix grants Omnipresent any
rights in AGIBOT Background IP.
3.9 Survival. Omnipresent’s ownership of and rights with respect to all Collected Data and Omnipresent
Improvements, and all of AGIBOT’s obligations under this Article III, shall survive the termination or expiration of the Partner
Agreement and this Appendix for any reason.
ARTICLE
IV — CONFIDENTIALITY OF COLLECTED DATA
4.1 Collected Data as Omnipresent Confidential Information. All Collected Data shall be deemed Omnipresent's
confidential information and shall be subject to the confidentiality protections set forth in Section 7 of the Partner Agreement, whether
or not designated as confidential. Notwithstanding anything to the contrary in Section 7.1 of the Partner Agreement, AGIBOT's confidential
information shall not include any Collected Data, regardless of whether such Collected Data may reflect, relate to, or enable inference
regarding the operation, behavior, performance, or capabilities of AGIBOT's products, algorithms, models, training methods, interfaces,
or other technology.
4.2 AGIBOT Confidentiality Obligations. AGIBOT’s confidentiality obligations under Section 7
of the Partner Agreement shall expressly include an obligation not to access, retain, copy, use, analyze, or disclose any Collected Data
without Omnipresent’s prior written consent. Any access to Collected Data by AGIBOT in connection with permitted sales assistance
under Article VII of this Appendix shall be subject to the restrictions set forth in Section 7.5.
ARTICLE
V — SOFTWARE LICENSE
5.1 Grant of License. Notwithstanding Section 8.1 of the Partner Agreement, AGIBOT hereby grants to
Omnipresent a non-exclusive, non-transferable, royalty-free, fully paid-up license during the term of the Partner Agreement to use the
Operational Software solely for the purpose of operating the Products and collecting Collected Data at Omnipresent’s data collection
facility or facilities in the United States.
5.2 Scope of License. The license granted in Section 5.1 does not include the right to: (a) sublicense
the Operational Software to any third party; (b) modify, adapt, or create derivative works of the Operational Software; (c) reverse engineer,
decompile, or disassemble the Operational Software; or (d) use the Operational Software for any purpose other than as expressly set forth
in Section 5.1.
5.3 Post-Termination License. The license granted in Section 5.1 shall survive the termination or expiration
of the Partner Agreement and this Appendix solely to the extent necessary to permit Omnipresent to access, use, and commercialize Collected
Data gathered prior to the date of termination or expiration. Omnipresent's right to use the Products following termination shall be governed
by Section 2 of the Partner Agreement, which expressly provides that such rights survive termination.
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ARTICLE
VI — PRODUCT CONTROLS AND SECURITY
6.1 Prohibition on Telemetry and Diagnostic Transmission. AGIBOT shall not collect, receive, transmit,
or cause or permit the Products to transmit any telemetry, diagnostics, logs, performance data, usage data, sensor data, or other information
from the Products during operation at Omnipresent's facilities to AGIBOT or any third party, except to the extent expressly authorized
by Omnipresent's prior written consent on a case-by-case basis. Any such authorization shall specify the scope, duration, and purpose
of the permitted transmission, and AGIBOT shall promptly delete or destroy any data so transmitted upon completion of the authorized purpose
or upon Omnipresent’s written request.
6.2 No Remote Access or Control. AGIBOT shall not remotely access, monitor, control, disable, shut
down, update, or modify any Product or Operational Software without Omnipresent’s prior written consent on a case-by-case basis.
AGIBOT shall disclose to Omnipresent, prior to or upon delivery of the Products, all remote access capabilities, kill-switch mechanisms,
or automatic update functionalities embedded in the Products or Operational Software, and shall, at Omnipresent’s election, disable
any such capabilities prior to or upon delivery.
6.3 Security Obligations. Omnipresent shall implement commercially reasonable administrative, technical,
and physical security measures to protect Collected Data against unauthorized access, use, disclosure, or destruction. Such measures shall
be no less protective than those Omnipresent uses to protect its own confidential information of comparable sensitivity.
6.4 Export Control Carve-Out for Collected Data. Notwithstanding Section 9 of the Partner Agreement
or any other provision thereof, Collected Data is not subject to any export-control restrictions applicable to AGIBOT's hardware, software,
firmware, or technology. AGIBOT shall not use export-control laws or regulations as a basis to demand, restrict, condition, or delay Omnipresent’s
access to, use of, or commercialization of Collected Data.
ARTICLE
VII — DATA COMMERCIALIZATION; SALES ASSISTANCE
7.1 Omnipresent’s Unrestricted Right to Commercialize. Omnipresent shall have the sole, unrestricted,
and unconditional right to engage in Data Commercialization activities at its sole discretion, without any requirement to involve, notify,
seek consent from, or share revenue with AGIBOT, except as expressly set forth in this Article VII with respect to sales assistance requested
by Omnipresent and provided by AGIBOT.
7.2 Sales Assistance at Omnipresent’s Election. At Omnipresent’s written request on a transaction-by-transaction
basis, AGIBOT shall use reasonable best efforts to provide sales assistance to Omnipresent in connection with specific Data Commercialization
transactions (subject to the Parties mutually agreeing to a commission in accordance with Section 7.3). AGIBOT shall have no right to
impose or condition any sales assistance arrangement as a condition of Omnipresent’s exercise of its rights under this Appendix
or the Partner Agreement.
7.3 Commission. In consideration of documented sales assistance actually provided by AGIBOT pursuant
to Section 7.2 with respect to a specific Data Commercialization transaction, Omnipresent shall pay AGIBOT a commission which shall be
determined and agreed to in writing by the Parties on a case by case basis. For the avoidance of doubt: (a) no commission shall be payable
with respect to any Data Commercialization transaction in which AGIBOT did not provide documented sales assistance at Omnipresent’s
written request; and (b) AGIBOT shall have no right to any commission, royalty, or other compensation arising from Omnipresent’s
use, sale, or commercialization of Collected Data except as expressly set forth in this Section 7.3.
7.4 Non-Exclusivity; Termination of Assistance. Any sales assistance arrangement under this Article
VII shall be non-exclusive. Omnipresent retains the unrestricted right to sell, license, or otherwise commercialize Collected Data directly
or through any third party without AGIBOT’s involvement. Omnipresent may terminate any ongoing sales assistance arrangement on thirty
(30) days’ written notice to AGIBOT, without liability.
7.5 AGIBOT Data Access Restrictions During Sales Assistance. In connection with any sales assistance
provided pursuant to this Article VII, AGIBOT shall: (a) have access to Collected Data only to the minimum extent strictly necessary to
perform the specific assistance requested; (b) not retain, copy, analyze, use, or disclose any Collected Data beyond what is necessary
for the specific transaction for which assistance was requested; (c) treat all Collected Data accessed in connection with any sales assistance
as Omnipresent’s confidential information subject to Article IV of this Appendix and Section 7 of the Partner Agreement; and (d)
promptly destroy or, at Omnipresent's election, return all copies of Collected Data upon completion of the relevant sales assistance or
upon Omnipresent's written request, and in either case certify such destruction or return to Omnipresent in writing.
7.6 Effect on Ownership. AGIBOT’s provision of, or failure to provide, any sales assistance shall
not in any manner affect Omnipresent’s ownership of or rights with respect to Collected Data.
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ARTICLE
VIII — ReSeller arrangement
8.1 Omnipresent
Branding. At Omnipresent’s sole option, any of the Products may be resold by Omnipresent in any country in accordance with
the terms of the Partner Agreement and this Appendix. Omnipresent may remove any AGIBOT logos and branding on the Product or boxes and
replace them with Omnipresent’s logo and branding. Upon Omnipresent’s request, the Parties shall in good faith discuss and
explore having the Products assembled in the United States of America.
8.2 Training
by AGIBOT. In connection with the reseller arrangement, in addition to the training and services to be provided by AGIBOT to Omnipresent
as set forth in the Partner Agreement, AGIBOT shall provide assistance or training that is reasonably requested by Omnipresent relating
to the reseller arrangement. AGIBOT shall use reasonable best effort to provide the training and services set forth in the Partner Agreement
and this Section 8.2, including without limitation, AGBIOT providing on-site training or remote training as reasonably requested by Omnipresent.
For the avoidance of doubt, all such training and assistance by AGIBOT (including, without limitation, those set forth in the Partner
Agreement) shall be provided at no cost to Omnipresent
8.3 Product
Warranty for Seller Arrangement; Products Liability. AGIBOT will provide a 12-month warranty for the Products that will be
resold by Omnipresent. AGIBOT and Omnipresent shall work together to prepare detailed warranty terms for the Products to be resold
by Omnipresent. Additionally, AGIBOT and Omnipresent shall use reasonable best efforts to address and resolve any products liability
issues in connection with the reseller arrangement.
8.4 IP License for Reseller
Arrangement. AGIBOT hereby grants to Omnipresent a non-exclusive, worldwide, royalty-free, fully paid-up, irrevocable license under
all intellectual property rights (including patents, copyrights, and trade secrets, but excluding trademarks) owned by or licensable by
AGIBOT that are embodied in, practiced by, or reasonably required for the use, importation, distribution, sale, lease, or other commercialization
of the Products to: (a) import, market, distribute, sell, lease, and otherwise commercialize the Products (and units thereof) to end customers,
directly or through subdistributors authorized by Omnipresent in its sole discretion without any requirement of AGIBOT consent; and (b)
sublicense to each end customer the right to use the software and firmware embedded in the Products in connection with such customer's
use, integration, and operation of the Products. To the extent any intellectual property rights necessary for the foregoing cannot be
licensed by AGIBOT as of the date of delivery of the relevant Products, AGIBOT shall obtain such rights at its sole cost and expense prior
to such delivery. AGIBOT represents and warrants that it has the full right and authority to grant the licenses set forth in this Section
8.4 without the consent of any third party. Notwithstanding the Background IP carve-out in Section 3.8, the license granted in this Section
8.4 shall apply to all AGIBOT intellectual property rights necessary to give full effect to the reseller arrangement contemplated by this
Article VIII. AGIBOT's indemnification obligations under Section 10.2 shall expressly extend to: (i) any claim that the license granted
in this Section 8.4 was defective, exceeded AGIBOT's authority to grant, or was otherwise insufficient to authorize Omnipresent's or any
end customer's use, distribution, or resale of the Products; and (ii) any losses, damages, or legal impediments suffered by any end customer
of Omnipresent arising from any actual or alleged defect in such license or any third-party intellectual property claim relating to the
Products. This license shall survive the termination or expiration of the Partner Agreement solely with respect to Products sold or distributed
prior to the effective date of such termination or expiration, and solely to the extent necessary for Omnipresent and its customers to
continue using and operating such Products. For the avoidance of doubt, this license does not require Omnipresent to display any AGIBOT
trademark, and Omnipresent shall have no obligation to identify AGIBOT as the manufacturer of any Product.
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ARTICLE
ix — Purchase Orders
9.1 Purchase Orders with Authorized Agents. AGIBOT shall ensure the full and timely performance of
all deliverables and obligations set forth in any purchase order between Omnipresent and any authorized agent of AGIBOT (including, without
limitation, ZHEJIANG SURUIDA INTERNATIONAL SUPPLY CHAIN MANAGEMENT CO., LTD). For the avoidance of doubt, any Products bought by Omnipresent
pursuant to any purchase order with any authorized agent of AGIBOT shall be subject to the warranty terms set forth in Article X and,
if applicable, the warranty referred to in Section 8.3.
ARTICLE
x — REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION AND PRODUCT WARRANTY
10.1 AGIBOT
Representations and Warranties. AGIBOT represents and warrants to Omnipresent that: (a) the services to be provided by AGIBOT
or its authorized agent will be provided in a professional and workmanlike manner; (b) AGIBOT owns all rights, title, and interest in
and to the Products (including all hardware, software, firmware, and software services comprising the Products), or that AGIBOT has otherwise
secured all necessary rights in the Products as may be necessary to permit the importation, purchase, access, use, resale, and commercialization
thereof by Omnipresent as contemplated by the Partner Agreement and this Appendix; (c) the Products will be free of defects in material
and workmanship, and will be brand-new and fully comply with the quality standards of the original factory and the quality and technical
specifications set forth on the purchase order (or otherwise agreed to in writing by the Parties); and (d) the Products (including all
hardware, software, firmware, and software services), and Omnipresent's use, importation, purchase, and resale thereof as contemplated
by the Partner Agreement and this Appendix, do not and will not infringe, misappropriate, or otherwise violate any patent, copyright,
trademark, trade secret, or other intellectual property right of any third party. For the avoidance of doubt, this Section 10.1 shall
survive (a) the termination or expiration of the Partner Agreement and this Appendix for any reason and (b) the expiration of any 12
month product warranty described in Section 10.3.
10.2 Indemnification.
AGIBOT will indemnify, defend, and hold harmless Omnipresent and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors
and customers (collectively, “Omnipresent Indemnitees”) from and against any and all losses, damages, liabilities, costs,
and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any claim by a third party alleging that any Product
(including any hardware, software, firmware, or software services comprising a Product), or the use, sale, importation, exportation,
or resale thereof, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right;
and (b) any loss of revenue, loss of business opportunity, or other damages suffered by any Omnipresent Indemnitee as a result of any
injunction, restraining order, or other legal impediment obtained by a third party arising from any actual or alleged intellectual property
infringement related to the Products, including without limitation any impairment of Omnipresent's ability to use or resell the Products.
AGIBOT shall have the right to control the defense of any such claim, provided that Omnipresent shall have the right to participate in
such defense with counsel of its own choosing at AGIBOT's expense if the claim could reasonably be expected to affect Omnipresent's ability
to continue using or reselling the Products. For the avoidance of doubt, this Section shall survive the termination or expiration of
the Partner Agreement and this Appendix for any reason.
10.3 Product Warranty. Each Product shall have a 12-month warranty for the entire Product, starting from the date the Product
is accepted by Omnipresent (after delivery). If the Product is not in compliance with the representations and warranties set forth in
Section 10.1 (a) and (c), then, AGIBOT will use reasonable best efforts to repair or replace the Product within fourteen (14) days of
notice from Omnipresent. For the avoidance of doubt, the remedies provided in this Section 10.3 are not exclusive and shall not limit
any rights or remedies which may be available to Omnipresent under the Partner Agreement or this Appendix, at law or in equity or pursuant
to any other agreement.
- 7 -
ARTICLE
XI — GENERAL PROVISIONS
11.1Entire
Agreement on Subject Matter. This Appendix, together with the Partner Agreement, constitutes the entire agreement of the Parties with
respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions
of the Parties, whether oral or written, relating to such subject matter.
11.2Amendment.
This Appendix may only be amended by a written instrument signed by duly authorized representatives of all Parties.
11.3Governing
Law; Dispute Resolution. This Appendix shall be governed by and construed in accordance with the laws of the Republic of Singapore,
without regard to conflicts of law principles, consistent with Section 14 of the Partner Agreement. Any dispute arising out of or in connection
with this Appendix shall be resolved in accordance with Section 14.2 of the Partner Agreement.
11.4Severability.
If any provision of this Appendix is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full
force and effect.
11.5Counterparts.
This Appendix may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. Electronic signatures shall be deemed valid.
11.6 No Implied
Rights. No rights or licenses are granted by any Party under this Appendix by implication, estoppel, or otherwise, except as expressly
set forth herein. Without limiting the foregoing, nothing in this Appendix shall be construed to grant AGIBOT any rights in or to the
Collected Data, the Omnipresent Improvements, or any other intellectual property of Omnipresent.
11.7 No Third-Party Beneficiaries. This
Appendix is for the sole and exclusive benefit of the Parties and their respective permitted successors and assigns. Nothing in this Appendix,
express or implied, is intended to, or shall, confer upon any person or entity other than the Parties any legal or equitable right, benefit,
or remedy of any nature whatsoever.
[Signature Page
Follows]
- 8 -
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Appendix as of the
Appendix Effective Date.
AGIBOT PTE. LTD.
By: ___________________________
Name: _________________________
Title: __________________________
Omnipresent Robotics, LLC
By: ___________________________
Hyperscale Data, Inc., as Managing Member
Milton C. Ault, III, Executive Chairman
- 9 -
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: ex10_2.htm · Sequence: 3
Exhibit 10.2
AGIBOT PTE.LTD
Partner Agreement
This Partner Agreement (“this Agreement”)
is signed by and between the following parties on April 15, 2026 (the “Execution Date”) and effective April 16, 2026 (the
“Effective Date”):
Party A:
AGIBOT PTE.LTD.
Party
B：
Omnipresent Robotics, LLC
Contact Address:112 Robinson Rd. #03-01Singapore (068902)
Contact Address:
11411 Southern Highlands Pkwy,
Suite 190 Las Vegas NV
Contact Person: ERIC NI
Contact Person: Chase Ault
Contact Number:+8613928436956
Contact Number: (702) 591-2359
E-mail Address:nixiaopeng@agibot.com
E-mail Address: chase@ault.com
Both parties, through friendly consultation,
have reached consensus whereby Party A shall sell its products to Party B, Party A authorizes Party B to resell its products and Party
A shall assist Party B to set up the embodied AI robot data collection center in accordance with the terms hereof. The parties hereby
enter into this Agreement for mutual compliance.
1 Cooperation Model
1.1 As Party A’s global strategy partner, subject to Party B executing mutually acceptable purchase
order(s) with Party A (or its authorized agents), Party B will purchase the full range of intelligent robots manufactured by Party A from
Party A’s authorized agents (with 143 units expected to be purchased over a mutually agreed to period of time). Upon full payment
of all equipment price, title and ownership of the equipment shall transfer to Party B. Party B shall have the right to use the equipment
(including, without limitation, for data collection purposes), and resell the equipment under Party B’s brand name.
1.2 Party A will support and assist Party B in setting
up the robot data collection center and train Party B’s employees in the data collection process. The data collected at the data
collection center (the “Collected Data”) shall include data from the products sold by Party A to Party B，excluding
any intellectual property rights that are pre-existing as of the Execution Date in Party A’s
products, software, algorithms, models, documentation, interfaces, telemetry, diagnostics, logs, or pre-existing data,. Party B shall
be the sole owner of all Collected Data and have all rights relating to all Collected Data (including right to sell).
1.3 Both Party shall work together to address compliance with laws issues, including, without limitation,
economic and trade sanctions and export control laws and regulations.
2 Term of the Contract
The terms of the contract will be 3 years,
from 16th April 2026 to 15th April 2029. For the avoidance of doubt, Party B’s ownership of and right to use the products purchased
from Party A, and Party B’s ownership of and right to use the Collected Data (including the right to sell such data) as set forth
in Section 1.2, shall survive the termination of this Agreement.
3 Delivery and Payment
3.1 The terms of delivery and payment for Equipment procured from authorized agents of Party A shall be agreed
upon between Party B and the relevant agents in a mutually acceptable executed contract between such parties.
3.2 Both party will follow the terms set forth in
Section 4 if Party B resells the equipment/ the products under its own branding。
4 Delivery, After-sales Service and Responsibility Allocation
4.1 Party A is responsible for the overall product warranty services according to Party A's warranty policy for each kind of products for
products directly sold by Party A to Party B, including but not limited to: repair or replacement of core components, software debugging
or upgrades performed by Party A’s technical staff (after providing technical training to Party B, Party B shall be responsible
for software debugging or upgrades for end customers), as well as complex product repairs and warranty services that cannot be resolved
through remote guidance.
4.2 As
a strategy partner, Party B have the following benefit from Party A:
5 Responsibilities of Party A
5.1 Party A or a company authorized by Party A shall provide Party B with promotional documents and materials necessary for product sales
and marketing (to assist Party B with reselling the products).
5.2 After
the first delivery, Party A or a company authorized by Party A shall provide Party B with business and technical training or relevant
training materials.
5.3 In the initial stage, Party A or its authorized company shall provide Party B with comprehensive systematic training free of charge and
conduct on-site practical assessments. For subsequent new product releases or major version upgrades, Party A shall organize centralized
training, while travel expenses for Party B’s dispatched maintenance staff shall be borne by Party B (provided that Party B approves
such expenses in writing beforehand). In other circumstances, Party A or its authorized company shall provide Party B with remote training
and technical support.
5.4 Party A or its authorized company shall promptly notify Party B in writing of any significant changes in the products entrusted for distribution,
sales terms, prices, or technical specifications, so that Party B can conduct sales and promotion more effectively.
5.5 Party A shall ensure that all products provided comply with all applicable laws and regulations.
6 Responsibilities of Party B
6.1 Party B undertakes that its execution and performance of this Agreement complies with applicable laws and that it will have the capability
to fulfill its obligations hereunder when required hereunder, including but not limited to: business qualifications, team size, and operational
conditions required to perform this Agreement.
6.2 Party B shall comply with all applicable laws and regulations relating to product promotion or sales.
6.3 Party
B shall bear legal liability for its acts of selling products to customers (subject to Party A’s warranty and other obligations
set forth herein). Party B shall bear its own sales expenses as well as the expenses of its employed sales personnel.
7 Confidentiality
7.1 Each party shall strictly keep confidential any trade secrets, customer data, product information, and other confidential information
of other party obtained by the receiving party in the performance of this Agreement and that is designated by the disclosing party as
confidential at the time of exchange between the parties (or shortly thereafter), and shall not disclose such information to any third
party without the disclosing party’s written consent. Notwithstanding the foregoing, all of the Collected Data shall always be deemed
Party B’s confidential information and subject to the protections of this Section 7 (whether or not designated as confidential),
provided, however, that any Collected Data that contains, reflects, incorporates, is derived from, or may reasonably enable inference
of Party A’s confidential information, trade secrets, product performance, software behavior, interfaces, model characteristics,
training methods, diagnostics, logs, or other proprietary information shall also be deemed Party A’s confidential information, further
provided, however, that nothing in this Agreement shall restrict in any way Party’s B ownership of, or right to use or sell, the
Collected Data.
7.2 The foregoing confidentiality obligations shall remain effective after the termination or dissolution of this Agreement, until the relevant
information becomes legally public or the disclosing party provides written consent to release the confidentiality obligation.
7.3 Except for disclosure to employees who must know such confidential information for the purposes of this Agreement, each party shall not
disclose, publicize, or disseminate any confidential information of the other party to any third party in any form. Each party also agrees
to adopt reasonable confidentiality measures, no less stringent than those used to protect its own similar confidential information, to
safeguard the other party’s confidential information from unauthorized use, disclosure, publication, or leakage.
7.4 Any disclosure of confidential information by a party’s employees, consultants, or affiliates/related companies in breach of this
Section 7 shall be deemed a breach of contract by such party.
7.5 This clause shall remain effective until the confidential information under this Agreement is publicly disclosed by the disclosing party,
or ceases to be confidential under other lawful circumstances that do not breach any contractual obligations. This clause shall not become
invalid due to termination of this Agreement.
8 Intellectual Property Rights
8.1 Party A fully owns the intellectual property rights (including but not limited to copyrights, trademarks, patents, and trade secrets)
of the products, services, and/or other deliverables it provides, or holds valid authorization of the relevant intellectual property rights.
Unless otherwise agreed in writing by both parties, the execution of this Agreement does not imply or confer any intellectual property
license or other rights to Party B, whether expressly or implicitly.
8.2 Party B warrants that it shall never infringe upon or damage the intellectual property rights related to the products, shall not register
such intellectual property rights in its own name, shall not manufacture or sell counterfeit versions of the authorized products, and
shall safeguard the trade secrets and technical secrets related to the products.
8.3 The
obligations set forth in this Section 8 is subject to Party B’s rights over the Collected Data and other rights of Party B as expressly
set forth herein.
9 Compliance Clause
9.1 Each party undertakes and guarantees that such party and its affiliates shall comply with all applicable economic and trade sanctions
and export control laws and regulations, including but not limited to sanctions resolutions, laws, and regulations enacted and enforced
by the United Nations Security Council, China, the United States, and any other country (collectively referred to as “Applicable
Export Control Laws”). Party B shall ensure that the products provided by Party A (including hardware and its accessories, components,
attachments, embedded or bundled firmware, software and its code, technology and corresponding documents, materials, services, and technical
support provided by Party A) shall not be resold, exported, re-exported, or transferred, whether individually or as part of integrated
equipment (including but not limited to their original form, separated form, integrated or combined with other products, in any proportion,
whether directly or indirectly), to any country or region subject to Applicable Export Control Laws, including but not limited to Cuba,
Iran, North Korea, Syria, Crimea, Sudan, Russia, the Donetsk People’s Republic, and the Luhansk People’s Republic, as well
as nationals or entities of such countries or regions.
9.2 The products provided by Party A are intended solely for civil use. Party B undertakes and guarantees that it shall not directly or indirectly
use the products for, or provide them to end users for: (1) any military purposes; (2) terrorism; or (3) the design, research, development,
production, stockpiling, or operation of nuclear, biological, or chemical weapons, missiles, rockets, or other weapons of mass destruction.
9.3 If a party breaches the undertakings and guarantees set forth in this Section 9, it shall be deemed a material breach of this Agreement.
The non-breaching party shall have the right to immediately terminate this Agreement, cease supply, or require a company authorized by
Party A to cease supply, and terminate after-sales technical support and services for the products, without bearing any liability for
breach of contract. Subject to the terms hereof, the breaching party shall fully compensate the other party for such other party's losses
due to the breaching party’s breach of this Section 9.
10 Force Majeure
10.1 Force
Majeure: Refers to objective circumstances that could not be foreseen at the time this Agreement was concluded, and the occurrence and
consequences of which are unavoidable and insurmountable, including but not limited to: (1) natural disasters such as floods, hail, tsunamis,
typhoons, droughts, fires, and epidemics; (2) acts of government or political parties such as policies, laws, or regulations enacted by
government authorities or ruling parties, or new measures adopted that make the performance of this Agreement impossible; (3) social anomalies
such as riots, wars, and strikes (excluding internal labor disputes between the parties), resulting in the inability or delay in performance
of this Agreement.
10.2 In the event of any of the above Force Majeure circumstances, the obligations of both parties under this Agreement shall be suspended
to the extent and during the period affected by the Force Majeure. Neither party shall be held liable for non-performance of such obligations.
However, the affected party shall promptly notify the other party in writing and provide relevant supporting documents.
10.3 In the event of Force Majeure, both parties shall promptly negotiate a solution. The term of this Agreement may be extended accordingly
by the duration of the suspension. After the Force Majeure situation ceases, both parties shall continue to perform the Agreement or the
negotiated solution within the extended performance period.
10.4 If a Force Majeure event lasts for more than thirty (30) days and continued performance of this Agreement would result in significant
adverse impact or make it impossible to continue performance, either party may unconditionally terminate this Agreement.
11 Assignment, Amendment and Termination
11.1 Neither party may assign all or part of its rights or obligations under this Agreement to any third party without the prior written consent
of the other party.
This Agreement may only be amended in
writing and signed by both parties.
11.2 If any of the following circumstances occur with respect to a breaching party, the non-breaching party shall have the right to unilaterally
terminate this Agreement and hold the breaching party liable for breach of contract:
(1) A
party has not materially performed or complied with its obligations under any of the provisions contained in this Agreement, in whole
or in part; and such party has not cured such breach within thirty (30) days of receiving written notice of such breach from the non-breaching
party.;
(2) Default
in payment exceeding thirty (30) working days.
11.3 If
the distribution relationship between the parties is terminated for any reason:
(1) Party
B shall dispose of or return all promotional and other materials related to the products as required by Party A or a company authorized
by Party A.
(2) After
termination of this Agreement, product or service sales made prior to the termination date shall remain valid and may continue to be performed
by Party A or a company authorized by Party A.
11.4 Sales
Agency and Amendments
Party A may facilitate the sale of the
Collected Data by Party B. Both parties agree to execute an amendment at a later date to define the scope of sales assistance and the
commission rates as mutually agreed upon by both parties.
12 Notice and Service
12.1 All notices relating to this Agreement shall be delivered by mail or email to the contact address/email address specified at the beginning
of this Agreement for both parties. Each party shall ensure that the contact information specified at the beginning of this Agreement
is true and accurate. If a party’s contact information changes, it shall notify the other party in writing within three (3) days
of the change. Otherwise, all notices sent to the contact address/email address specified at the beginning of this Agreement shall be
deemed validly delivered, and the consequences shall be borne by the party that changed its information.
12.2 The parties confirm that, in the event of a dispute arising from the performance of this Agreement, the competent arbitration institution/people’s
court shall have the right to serve legal documents to the contact address/email address specified at the beginning of this Agreement.
Such contact address/email address shall be deemed the valid service address of both parties during the arbitration/litigation/enforcement
process.
12.3 Any notice
given under this Agreement shall be deemed delivered in the following circumstances:
(1) If sent by mail,
the notice shall be deemed delivered when it is delivered to the recipient’s contact address.
(2) If sent by email,
the notice shall be deemed delivered when it is transmitted to the recipient’s email address.
13 Liability for Breach
13.1 Neither party shall solicit, accept, provide, or grant any benefits outside of the contractual terms to the other party or its agents,
employees, or other related personnel, including but not limited to explicit or hidden rebates, cash, shopping cards, goods, securities,
travel, or other non-material benefits. Any such conduct shall constitute a material breach of contract.
13.2 A party in breach of this Agreement shall fully compensate the other party for all losses incurred as a result. If litigation/arbitration
arises from a breach by either party, the breaching party shall also bear the costs incurred by the other party in handling such litigation/arbitration,
including attorney’s fees, litigation fees, arbitration fees, appraisal fees, travel expenses, and other related costs.
13.3 Unless otherwise provided in this Agreement, if either party breaches its obligations under this Agreement, upon receipt of a written
notice from the non-breaching party demanding rectification, the breaching party shall immediately cease its breach and continue to perform
its obligations in accordance with the Agreement. If the breaching party continues to breach or fails to perform its obligations, the
non-breaching party shall, in addition to being entitled to compensation for all actual economic losses, also have the right to terminate
this Agreement early in accordance with Section 11.2(1). Notwithstanding the foregoing, neither party shall be liable for any indirect
losses suffered by the other party as a result of this Agreement, including but not limited to loss of profits, loss of business revenue,
increased operating costs, or damage to goodwill.
14 Governing Law and Dispute Resolution
14.1 This Agreement shall be governed by the law of Republic of Singapore without regard to the conflicts of law provisions thereof.
14.2 Any dispute, controversy or claim arising out of or in connection with this Contract shall first be settled amicably through friendly
consultation. If such consultation fails, either party may refer the dispute to the Singapore International Arbitration Centre (SIAC)
for a final and exclusive arbitration in accordance with the SIAC Rules in force at the time the arbitration is commenced. The seat of
arbitration shall be Singapore; the language of the proceedings shall be English; the arbitral tribunal shall consist of three (3) arbitrator;
and the award rendered by the tribunal shall be final and binding on both parties and may be enforced in any court of competent jurisdiction.
15 Miscellaneous
15.1 For any matters not covered in this Agreement, both parties may negotiate separately and sign a written supplementary agreement.
15.2 The appendices under this Agreement form an integral part of this Agreement and have the same legal effect. In case of inconsistency between
this Agreement and its appendices, the appendices shall prevail; for matters not stipulated in the appendices, this Agreement shall apply.
15.3 Notwithstanding anything to the contrary herein, the parties shall negotiate and enter into an appendix to this Agreement which shall
set forth more detailed terms and specifics for the transactions contemplated by this Agreement. Such appendix will include the following:
(1) details on the obligations of Party A in connection with setting up the data collection center and related
training of Party B’s personnel.
(2) details on the process and rights and responsibilities of the parties relating to Party B’s right
to resell the products under Party B’s branding.
(3) details on Party’s B’s ownership of and rights over the Collected Data and Party A’s
obligations relating to the Collected Data.
(4) The scope of sales assistance by Party A and the commission rates relating to the sale of Collected Data.
(5) Cooperation between the parties relating to compliance with laws and regulations.
(6) Warranty terms, repairs, replacement parts, and technical support for the products/equipment.
(7) Terms of the purchase orders, including down payment (which shall be 10% due at the signing of the purchase
order), timing of the remainder of the payments, timing of shipping and delivery matters.
Each party shall act in good faith and use reasonable best
efforts to negotiate and enter into such appendix within 60 days of the Execution Date. If such appendix is not executed by both parties
by such date, this Agreement shall automatically terminate.
15.4 This
Agreement, upon the date of signing, supersedes all prior oral, written, or other forms of commitments made by both parties regarding
the subject matter hereof.
15.5 If one or more provisions of this Agreement are deemed invalid, illegal, unenforceable, or impracticable in any respect, the validity,
legality, and enforceability of the other provisions shall not be affected.
15.6 This
Agreement is executed in two counterparts, with each party holding one, both of which have equal legal effect.
(The following page contains no substantive
text and serves as the signature page)
(This Page Serves as the Signature Page)
Party A
(Signature)：AGIBOT PTE.LTD.
Legal Representative/Authorized Representative:
Party B (Signature): Omnipresent Robotics, LLC
Legal Representative/Authorized Representative:
By Hyperscale Data, Inc., as Managing Member
Milton C. Ault, III, Executive Chairman
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex99_1.htm · Sequence: 4
Exhibit 99.1
Hyperscale Data’s Subsidiary Omnipresent Robotics Enters into
an Agreement Providing for the Acquisition of Robots from AGIBOT and Related Developments
Omnipresent Robotics Expects to Begin Initial Michigan Deployment of
up to 143 AGIBOT Intelligent Robots
Robots to Support Domestic Teleoperation,
VLA Data Processing, Embodied AI training, and Expansion of Michigan Workforce
LAS VEGAS--(PR NEWSWIRE) – May 11, 2026 – Hyperscale
Data, Inc. (NYSE American: GPUS), an artificial intelligence (“AI”) data
center company anchored by Bitcoin (“Hyperscale Data” or the “Company”), today announced that its
wholly owned subsidiary Omnipresent Robotics, LLC (“Omnipresent”) has entered into an agreement referred to as an Appendix
(the “Appendix”) with AGIBOT PTE. LTD., a company based in Singapore (“AGIBOT”), which supplements
and formalizes that certain Partner Agreement, which effectively constituted a memorandum of understanding at the time of its execution,
and was entered into by the foregoing parties on April 15, 2026 (the “Partner Agreement”).
Pursuant to the Appendix and Partner
Agreement, AGIBOT agreed to sell up to 143 intelligent robot products to Omnipresent, authorize Omnipresent to resell such products under
Omnipresent’s brand, and assist Omnipresent in establishing a robotics data collection center at Hyperscale Data’s Michigan
Data Center (the “Facility”), with units on order pursuant to fully executed purchase orders with AGIBOT as
well as the producer of robotics components with a company located in China that is affiliated with AGIBOT.
Approximately 100,000 square feet within the Company’s
existing 617,000 square foot Facility has been allocated to robotics operations, teleoperation bays and embodied AI training activities.
The site is expected to serve as Omnipresent’s U.S. hub for generating real-world robotics datasets, processing vision-language-action
(“VLA”) model data within the United States, and developing the operator workforce needed to support the scaling of
embodied AI applications.
Hyperscale Data expects the deployment to support
model training, robotics learning, industrial automation, security applications and large-scale dataset generation for next-generation
AI systems. Omnipresent expects to continue expanding its Michigan workforce across teleoperation, data labeling, engineering and operational
support roles as additional systems come online.
“We are moving from planning into active
deployment as agreements are signed, robots are on order, and infrastructure is being prepared in Michigan,” said Milton “Todd”
Ault III, Executive Chairman of Hyperscale Data. “We believe embodied AI will drive substantial long-term demand for compute, simulation
and real-world data generation. Our objective is to help build that ecosystem domestically while expanding high-skilled operational and
engineering roles in Michigan.”
“We are transitioning from build-out toward
operational deployment,” said William B. Horne, Chief Executive Officer of Hyperscale Data. “Each robot deployed in Michigan
becomes another source of physical-world data for VLA and embodied AI models, with that data collected, processed and trained on within
the United States. We believe this infrastructure can support a broad range of future AI and robotics applications.”
The Company believes that the Facility provides
existing power infrastructure, available industrial space and proximity to engineering and manufacturing talent that may support future
expansion opportunities.
The Company expects Omnipresent’s contemplated Michigan operations
to support a growing range of commercial opportunities, including robotics-as-a-service offerings, AI training partnerships and third-party
data collection programs. The deployment builds upon Omnipresent’s previously announced relationship with AGIBOT.
There can be no assurance regarding deployment
timing, commercialization, customer adoption, future revenues, or the ultimate success of the Company’s robotics initiatives.
For
more information on Hyperscale Data and its subsidiaries, Hyperscale Data recommends that stockholders, investors and any other interested
parties read Hyperscale Data’s public filings and press releases available under the Investor Relations section at hyperscaledata.com
or available at www.sec.gov.
About Hyperscale
Data, Inc.
Through its wholly
owned subsidiary Sentinum, Inc., Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation
and hosting services for the emerging AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault
Capital Group, Inc. (“ACG”), is a diversified holding company pursuing growth by acquiring undervalued businesses and
disruptive technologies with a global impact.
Hyperscale Data currently
expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2027. Upon the occurrence of the
Divestiture, the Company would be an owner and operator of data centers to support high-performance computing services, as well as a holder
of the digital assets. Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned
subsidiaries and strategic investments, mission-critical products that support a diverse range of industries, including an AI software
platform, equipment rental services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged
in private credit and structured finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data’s headquarters
are located at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
On December 23, 2024,
the Company issued one million (1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the “Series F
Preferred Stock”) to all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture
will occur through the voluntary exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock
of ACG (collectively, the “ACG Shares”). The Company reminds its stockholders that only those holders of the Series
F Preferred Stock who agree to surrender such shares, and do not properly withdraw such surrender, in the exchange offer through which
the Divestiture will occur, will be entitled to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of
the Divestiture.
Forward-Looking Statements
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive
in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light
of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as
a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial
results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to,
the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at hyperscaledata.com.
Hyperscale Data Investor Contact:
IR@hyperscaledata.com
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XML — IDEA: XBRL DOCUMENT
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v3.26.1
Cover
May 11, 2026
Document Type
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Document Period End Date
May 11, 2026
Entity File Number
001-12711
Entity Registrant Name
HYPERSCALE DATA, INC.
Entity Central Index Key
0000896493
Entity Tax Identification Number
94-1721931
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
11411 Southern Highlands Parkway
Entity Address, Address Line Two
Suite 190
Entity Address, City or Town
Las Vegas
Entity Address, State or Province
NV
Entity Address, Postal Zip Code
89141
City Area Code
(949)
Local Phone Number
444-5464
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Entity Emerging Growth Company
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Class A Common Stock, $0.001 par value
Title of 12(b) Security
Class A Common Stock, $0.001 par value
Trading Symbol
GPUS
Security Exchange Name
NYSE
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol
GPUS PD
Security Exchange Name
NYSE
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