Class A Common Stock, $0.001 par value
- Symbol
- GPUS
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 5.03, 9.01 · 8-K
Hyperscale Data, Inc.
GPUSNYSE_AMERICANEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR Class A Common Stock On November 7, 2025, the board of directors (the “Board”) of Hyperscale Data, Inc. (the “Company”) set the time and place of a special meeting (the “Meeting”) of the Company’s stockholders, and approved the proposals to be presented for approval at the Meeting.…
Company context
Hyperscale Data, Inc., a Delaware corporation formerly known as Ault Alliance, Inc., was incorporated in September 2017. Through our wholly and majority owned subsidiaries and strategic investments, we own and/or operate data centers at which we mine Bitcoin and offer colocation and hosting services for the emerging artificial intelligence (“AI”) ecosystems and other industries as well as provide mission-critical products that support a diverse range of industries, including an artificial intelligence software platform, a social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma and hotel operations. Our direct and indirect wholly owned subsidiaries include (i) Sentinum, Inc. (“Sentinum”), (ii) Alliance Cloud Services, LLC (“ACS”) and (iii) BNI Montana, LLC (“BNI Montana”).
Current securities
Registered securities in this filing
HYPERSCALE DATA, INC. · 8-K · Filed 2026-08-20
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
- Symbol
- GPUS PRD
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR
Class A Common Stock
On November 7, 2025, the board of directors (the
“Board”) of Hyperscale Data, Inc. (the “Company”) set the time and place of a special meeting (the
“Meeting”) of the Company’s stockholders, and approved the proposals to be presented for approval at the Meeting.
The Meeting was held on March 18, 2026, at which
the Company’s stockholders approved a proposal to effectuate a reverse stock split of the Company’s Class A common stock,
$0.001 par value per share (“Class A Common Stock”) affecting the issued and outstanding number of such shares
by a ratio of between one-for-two and one-for-five (the “Class A Reverse Stock Split”). Acting by delegated authority
as approved by the Board on November 7, 2025, on August 13, 2026, the Company’s Executive Chairman, Chief Executive Officer and
President & General Counsel (the “Authorized Officers”) set the ratio of the Class A Reverse Stock Split at one-for-five
(the “Ratio”). Further, on August 13, 2026, the Authorized Officers approved an amendment (the “Class A Amendment”)
to the Company’s Certificate of Incorporation (the “Certificate”) effectuating the Reverse Stock Split and the
Ratio thereof.
The Company filed the Class A Amendment on August
19, 2026. The Class A Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.
Beginning with the opening of trading on August
25, 2026, the Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number 09175M 879. As a result
of the Class A Reverse Stock Split, each five shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted
into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Class
A Common Stock outstanding was reduced from approximately 679,910,173 shares of Class A Common Stock to approximately 135,981,983
such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of
Class A Common Stock will be proportionally adjusted.
Class B Common Stock
Section 2(d) of the Company’s Certificate
of Incorporation states that: “Subdivision or Combinations. If the [Company] in any manner subdivides or combines the outstanding
shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same
manner.” Accordingly, the Company took the steps outlined below to comply with its Certificate.
On August 14, 2026, the Board the Company approved
a reverse split of the Class B common stock, $0.001 par value per share (“Class B Common Stock”) affecting the
issued and outstanding number of such shares by the Ratio (the “Class B Reverse Stock Split”). Further, on August 14,
2026, the Authorized Officers approved an amendment to the Certificate (the “Class B Amendment”) effectuating the Class
B Reverse Stock Split and the Ratio. On August 17, 2026, the majority holder of the Class B Common Stock approved the Class B Reverse
Split.
The Company filed the Class B Amendment on August
19, 2026. The Class B Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.
The shares of Class B Common Stock do not trade
on the NYSE American or any other medium. The new CUSIP number for the Class B Common Stock is 09175M 861. As a result of the Class B
Reverse Stock Split, each five shares of Class B Common Stock issued and outstanding prior to the Reverse Stock Split were converted into
one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Common Stock
outstanding was reduced from approximately 23,878,628 shares of Class B Common Stock to approximately 4,775,727 such shares. All
options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class B Common Stock
will be proportionally adjusted