Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-006815

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000896493

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

Item: Termination of a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — g5272608k.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 28, 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. o

Item 1.02 Termination of a Material Agreement

On May 27, 2026, Hyperscale Data, Inc. (the

“Company”) provided written notice to Spartan Capital Securities, LLC, as lead sales agent (the “Agent”)

of its election to terminate the amended and restated At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”),

dated January 16, 2026, by and among the Company, the Agent and Wilson-Davis & Co., Inc., as an additional sales agent, with regards

to sales of the Company’s class A common stock, par value $0.001 per share (the “Common Stock”) under the Agreement.

The Company had sold approximately 137.6 million shares of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately

$0.1793 per share, under the ATM. The termination is effective as of June 8, 2026.

Item 7.01 Regulation FD Disclosure

On May 28, 2026, the Company issued a press

release announcing the termination of the ATM. A copy of this 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 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 regarding the termination of the ATM, issued by the Company on May 28, 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 28, 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 Announces Termination of the Sales

Agreement Providing for Its ATM Offering

LAS VEGAS--(PR NEWSWIRE) – May 28, 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

it has terminated the amended and restated At-the-Market (“ATM”) Issuance Sales Agreement (the “Agreement”),

dated January 16, 2026, by and among the Company, Spartan Capital Securities, LLC, as lead sales agent (the “Agent”)

and Wilson-Davis & Co., Inc., as an additional sales agent, with regards to sales of the Company’s Class A common stock, par

value $0.001 per share (the “Common Stock”) under the Agreement. The Company has sold approximately 137.6 million shares

of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately $0.1793 per share, pursuant to the ATM.

The Company initiated the 10-day termination process

of the ATM with the Agent on May 27, 2026, with the official termination to take effect on June 8, 2026. However, the Company will not

engage in further sales of its Common Stock under the ATM. Upon termination, the Company will have no further obligations related to the

ATM.

The Company may evaluate capital markets options in

the future as appropriate and in the best interests of the Company and its stockholders.

This press release shall not constitute an offer to

sell or the solicitation of an offer to buy, nor shall there be any sale of shares of the Common Stock in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such

state or other jurisdiction.

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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