Hyperscale Data, Inc. filed a Form 8-K with the SEC on November 9, 2026, disclosing that on November 6, 2026, the company entered into a note purchase agreement with an institutional investor covering a series of convertible promissory notes with aggregate principal up to $27,027,027.03.

Key Highlights

  • Initial Note closed November 6, 2026: A $10,810,810.81 principal amount convertible promissory note was issued and sold on the execution date for a purchase price of $10,000,000.
  • Second Note planned for November 16, 2026: A $5,405,405.41 principal note is to be issued for a purchase price of $5,000,000 on or around that date.
  • Additional Investment Right (AIR): A potential third note of $10,810,810.81 principal may be issued for $10,000,000 by mutual agreement within three months of the Second Note's sale.
  • Original issue discount of 7.5%: All Notes carry a 7.5% original issue discount, totaling $2,027,027.03 across the aggregate principal of $27,027,027.03.
  • Interest rate of 8% per annum: The Notes accrue interest at 8% annually, rising to 18% upon an event of default.
  • Conversion price floor of $0.1025: Notes are convertible at the lower of $0.30 or a 10% discount to the lowest daily VWAP over the five trading days prior to conversion notice, subject to a floor price of $0.1025.
  • Maturity date of February 5, 2027: The maturity date extends to May 5, 2027 upon receipt of stockholder approval, provided the company is in compliance with NYSE American.

Hyperscale Data Enters Multi-Tranche Convertible Note Offering With Institutional Investor

According to the filing, Hyperscale Data, Inc. (NYSE American:GPUS) entered into a note purchase agreement on November 6, 2026, with an unnamed institutional investor. The agreement covers a registered direct offering of convertible promissory notes made pursuant to the company's shelf registration statement on Form S-3 (File No. 333-291595), which was filed with the SEC on November 17, 2025, and declared effective on December 11, 2025. The company disclosed that a prospectus supplement was being filed concurrently with this Current Report in connection with the offer and sale of the conversion shares.

The filing states that none of the Notes will be issued pursuant to an indenture, and each Note becomes convertible into shares of Class A common stock, par value $0.001 per share, only after NYSE American approves the company's Supplemental Listing Application. The company further disclosed that it may not issue conversion shares exceeding 19.99% of total shares of common stock outstanding as of the execution date, in accordance with NYSE rules, unless stockholder approval is first obtained. The company agreed to file a proxy statement to seek that approval, according to the filing.

Events of default identified in the filing include, but are not limited to, failure to pay amounts due, default in covenants, bankruptcy events, failure to obtain stockholder approval, and suspension or delisting of the company's common stock from an eligible exchange. The filing notes that the descriptions of the note and purchase agreement "do not purport to be complete" and are qualified by reference to the exhibits attached, which include the Form of Note (Exhibit 4.1) and the Note Purchase Agreement (Exhibit 10.1). The legal opinion of Olshan Frome Wolosky LLP is filed as Exhibit 5.1.

What Was Disclosed

Hyperscale Data, Inc. reported entering into a note purchase agreement on November 6, 2026, covering convertible promissory notes with aggregate principal up to $27,027,027.03, an 8% annual interest rate, a 7.5% original issue discount, and a conversion price floor of $0.1025 per share.