Form 8-K

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-007477

Filed: 2026-06-15

Period: 2026-06-15

CIK: 0000896493

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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):

June 15, 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 7.01 Regulation FD Disclosure

On June 15, 2026, Hyperscale

Data, Inc. (the “Company”) issued a press release announcing that the Company was in advanced negotiations towards

executing a master services agreement that was expected to provide 20 megawatts of power to a customer at the Company’s Michigan

data center, which is expected to be worth in excess of $1.0 billion over a 20 year period (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 June 15, 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: June 15, 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 Advanced Negotiations

Toward Executing a Master Services Agreement Expected to Provide 20 Megawatts of Critical AI Compute Capacity at Michigan Data Center

Campus Expected to Be Worth in Excess of $1.0 Billion

An Expansion to 52 Megawatts Could Result

in an Increase of the Total Value to Over $2.5 Billion Utilizing Approximately 17% of the Potential 300 Megawatts of the Total Eventual

Power Capacity at the Michigan Campus

LAS VEGAS--(PR NEWSWIRE) – June 15, 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 sees increasingly strong interest in its Michigan data center campus (the “Michigan

Campus”) from prospective customers seeking scalable AI infrastructure and high-density GPU-based compute environments and IT

infrastructure.

The Company stated that negotiations with a prospective

customer have advanced to a stage where management believes that Alliance Cloud Services, LLC (“ACS”), an indirect

wholly owned subsidiary of Hyperscale Data, will enter into a master services agreement to provide colocation and related data center

services (the “Services”) for AI compute deployments in the coming weeks. As these Services become available, the Company

will likely cease all Bitcoin mining operations at the Michigan Campus over several months so that it can focus its available power capacity

on these higher margin Services. If the agreement under negotiation is executed, it is expected that the first 10 megawatts (“MWs”)

would be operational within 90 days followed by an additional 10 MWs 90 days thereafter.

ACS expects to provide approximately 20 MWs

of critical power capacity this year for one potential customer. Agreements of this nature, many of which have a term, including renewal

options, of up to 20 years, will typically generate in excess of $1 billion in revenue over a 20-year period. Additionally, ACS intends

to deliver an additional approximately 32 MWs of critical power capacity during 2028, and anticipates that such additional power will

also be taken by the potential customer. Over a 20-year term, the increased capacity is expected to generate an additional approximately

$1.5 billion in total revenue. Accordingly, 52 MWs of total critical power capacity could generate an aggregate of approximately $2.5

billion in total revenue over a 20-year term.

Hyperscale Data believes the Michigan Campus may

support significant phased expansion opportunities over time, subject to regulatory approvals, financing, infrastructure availability,

engineering studies, utility agreements and other factors. Management believes the Michigan Campus has the potential to support more than

300 MWs of total power capacity.

If the Company proves able to increase the total

power capacity at the Michigan Campus to 300 MWs or more, the approximately 20 MWs of power deployment currently under discussion would

utilize less than 7% of that total potential capacity. In addition, if the potential customer elects to expand its power consumption to

approximately 52 MWs, that would represent no more than 17% of the Michigan Campus' potential total power capacity, leaving the majority

of such power capacity available for future growth opportunities.

Management believes this highlights the significant

embedded long-term value of the Michigan Campus as a scalable AI infrastructure platform. However, there can be no assurance that the

Company will be able to develop, finance, contract for, or otherwise realize all or any portion of such additional capacity.

The Michigan Campus currently supports existing

digital infrastructure operations, which management believes provide a foundation for the continued development of additional AI compute

capacity. The Company believes that the investment it has made in its Michigan Campus to provide scalable power infrastructure has positioned

it to serve the growing needs of AI compute and IT infrastructure demand.

The Company cautions you that these expansion

concepts remain preliminary and subject to numerous risks and uncertainties, and there can be no assurance that any expansion capacity

will ultimately be available, developed, financed, approved, economically viable or otherwise initiated or continued.

“We are confident in our prospects and believe

we will have significant updates for stockholders in the coming days and weeks,” said Will Horne, the Company’s Chief Executive

Officer. “We continue to believe our Michigan Campus is positioned to offer top of the line AI compute environments as we continue

to make progress with the installation of key infrastructure to support potential customers.”

The Company further noted that while negotiations

remain ongoing and no definitive agreements have been finalized, management believes the level of customer engagement validates both the

strategic value of the Michigan Campus and the growing demand for scalable AI infrastructure in the United States.

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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