Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-005744

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000896493

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — o572638k.htm (Primary)

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 7, 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 7.01 Regulation FD Disclosure

On May 7, 2026, Hyperscale

Data, Inc. (the “Company”) issued a press release announcing that the Company was evaluating strategic potential strategic

and financial options, which may include, among other things, share repurchases, issuer tender offers, structured capital return programs,

strategic partnerships, financings, acquisitions, divestitures other than the Divestiture described in the Press Release, joint ventures, or other transactions

designed to maximize long-term stockholder value (the “Press Release”). A copy of the Press Release is furnished herewith

as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of

Form 8-K, the information under this item and Exhibit 99.1 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

99.1

Press Release issued on May 7, 2026.

101

Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

-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 7, 2026

/s/ Henry Nisser

Henry Nisser

President and General Counsel

-3-

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

Hyperscale Data Evaluating Strategic Alternatives

as Balance Sheet Strength Continues to Exceed Public Market Valuation

Company Notes Combined Cash and Bitcoin Holdings

Approaching $100 Million While Continuing to Advance its Michigan AI Data Center Platform, Robotics Initiatives and Digital Infrastructure

Operations

LAS VEGAS--(PR NEWSWIRE) – May 7, 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 management team is actively evaluating a broad range of strategic alternatives intended to enhance stockholder

value and address what the Company believes is a substantial disconnect between the public market valuation of the Company and the underlying

value of its assets and operations.

As previously disclosed, the Company’s combined

cash, restricted cash and Bitcoin holdings have recently approached almost $100 million, while the Company’s market capitalization

has remained materially below what management believes reflects the intrinsic value of the business and its strategic assets.

Hyperscale Data’s assets and operations

include, among other things:

· A Michigan-based data center campus that currently

has approximately 30 megawatts (“MWs”) of available power capacity, which management believes, with the requisite financing,

customers’ lease executions, clearing certain regulatory hurdles including executing agreements with local utility providers, none

of which are assured, could expand over time to over 300 MWs of power capacity;

· AI and high-performance computing infrastructure

initiatives;

· Bitcoin mining and digital asset treasury operations;

· Robotics and embodied AI initiatives through

Omnipresent

Robotics, LLC;

· Financial technology, lending and digital asset

platforms through subsidiaries and affiliated entities; and

· Various operating businesses and strategic investments

owned directly or indirectly by the Company through its subsidiaries.

The Company stated that it is reviewing numerous

potential strategic and financial options, which may include, among other things, share repurchases, issuer tender offers, structured

capital return programs, strategic partnerships, financings, acquisitions, divestitures other than the Divestiture described below, joint

ventures, or other transactions designed to maximize long-term stockholder value. The Company emphasized that all strategic and financial

alternatives remain under consideration.

“There continues to be a significant disconnect

between Hyperscale Data’s public valuation and what we believe are the underlying values of our balance sheet, infrastructure assets

and operating businesses,” said Milton “Todd” Ault III, Executive Chairman of Hyperscale Data. “With nearly $100

million in combined cash and Bitcoin holdings, a substantial AI-focused data center platform and ownership interests across multiple operating

businesses and strategic initiatives, we believe the current market valuation does not adequately reflect the scale of what we have built.”

Mr. Ault continued, “Accordingly, we are

considering a wide range of strategic alternatives intended to unlock value for stockholders, including the potential for various capital

allocation initiatives. We believe Hyperscale Data has strategic flexibility that many companies in our sector simply do not possess.

All options remain on the table as we evaluate the best path forward for stockholders.”

The Company emphasized that there can be no assurance

that any strategic alternative, transaction or capital allocation initiative will ultimately be pursued or completed, and Hyperscale Data

does not intend to disclose developments regarding this process unless and until its Board of Directors has approved a specific course

of action or disclosure is otherwise deemed appropriate or required.

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

or 1-888-753-2235

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