Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-010099

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0000896493

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — o8132658k.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): August 13, 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 240,

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

Common Stock, $0.001 par value

GPUS

NYSE American

13.00% Series E Cumulative Redeemable Perpetual Preferred Stock, par

value $0.001 per share

GPUS PRD

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 August 13, 2026, the Company issued a press

release announcing a planned reverse stock split, a copy of which 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, 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 dated August 13, 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).

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: August 13, 2026

/s/ Henry Nisser

Henry Nisser

President and General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex99_1.htm · Sequence: 2

Exhibit 99.1

Hyperscale Data Announces Date and Ratio of

Reverse Stock Split

LAS VEGAS - - (PR NEWSWIRE)

– August 13, 2026 – Hyperscale Data, Inc. (NYSE American: GPUS), a diversified holding company (“Hyperscale Data,”

or the “Company”), today announces the date of effectiveness and the ratio of a forthcoming reverse stock split (the

“Reverse Split”) of the Class A Common Stock (the “Common Stock”). On April 10, 2026, the Company

announced, on a Current Report on Form 8-K, the voting results from the special meeting of stockholders (the “Meeting”)

held that day.

At the Meeting, stockholders

voted upon and approved Proposal 1, an amendment to the Company’s Certificate of Incorporation to effect a Reverse Split with a

ratio of not less than one-for-two and not more than one-for-five at any time prior to March 17, 2027, with the exact ratio to be set

at a whole number within this range as determined by the Company’s board of directors (the “Board”) in its sole

discretion.

On August 6, 2026, the Board

authorized the formation of a special committee (the “Committee”) consisting of the Corporation’s Executive Chairman,

its Chief Executive Officer and its President (the “Authorized Officers”), and delegated the authority to the Committee

to determine the ratio and date of the Reverse Split. On August 13, 2026, the Committee approved a one-for-five (1:5) Reverse Split of

the Common Stock that will be effective in the State of Delaware on Monday, August 24, 2026. The Company anticipates that beginning with

the opening of trading on Tuesday, August 25, 2026, the Company’s Common Stock will trade on the NYSE American on a split-adjusted

basis under a new CUSIP number, 09175M 879.

The Reverse Split affects all

issued and outstanding shares of the Common Stock, as well as the number of shares of Common Stock available for issuance under the Company’s

equity incentive plans. In addition, the Reverse Split reduces the number of shares of Common Stock issuable upon the exercise of stock

options or warrants outstanding immediately prior to the Reverse Split. The par value of the Common Stock will remain unchanged at $0.001

per share after the Reverse Split. The Reverse Split affects all stockholders uniformly and will not alter any stockholder’s percentage

interest in the Company’s equity, except to the extent that the Reverse Split results in some stockholders owning a fractional share.

No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to receive a fractional

share will instead receive a cash payment.

Computershare Trust Company,

N.A. (“Computershare”), is acting as the exchange agent and transfer agent for the Reverse Split. Computershare will

provide instructions to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates

for post-split stock certificates and receiving payment for any fractional shares.

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 www.Hyperscaledata.com or

at www.sec.gov.

About Hyperscale

Data, Inc.

Through its wholly

owned subsidiary Sentinum, 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 hybrid private equity firm and operating company that acquires, finances, builds and actively

manages businesses across financial services, digital assets, industrial services, hospitality, defense technologies and other sectors.

Hyperscale Data currently

expects the divestiture of ACG (the “Divestiture”) to occur in 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 www.hyperscaledata.com.

Hyperscale Data Investor Contact:

IR@hyperscaledata.com

or 1-888-753-2235

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