Hyperscale Data, Inc. (NYSE American:GPUS), an artificial intelligence data center company, announced on November 9, 2026, that it intends to commence an exchange offer to purchase up to 192,307,692 shares of its Class A Common Stock in exchange for units consisting of cash and newly issued preferred stock.

Key Highlights

  • Exchange offer scope: Up to 192,307,692 shares of Class A Common Stock targeted, with a minimum tender threshold of 100 million shares required for the offer to proceed.
  • Exchange terms: Every 100 shares of Common Stock may be exchanged for one Unit consisting of $2.00 in cash and one share of Preferred Stock with a stated value of $24.00 per share, implying a per-share value of $0.26.
  • Premium to market: The implied value of $0.26 per share represents an 82% premium to the November 6, 2026, closing price of $0.1429, according to the filing.
  • Preferred Stock dividend: The Preferred Stock is entitled to receive an annual dividend of 12.00%, as disclosed in the announcement.
  • Expected launch: The company expects to formally launch the exchange offer around November 17, 2026, subject to board approval, regulatory approval, and customary closing conditions.
  • NYSE American listing sought: The company intends to seek listing of the Preferred Stock on NYSE American, with trading expected to commence within 30 days of listing approval.
  • Planned divestiture context: The company disclosed it currently expects the divestiture of its subsidiary Ault Capital Group, Inc. to occur in 2027.

Hyperscale Data's Proposed Share Exchange Structure and Business Context

According to the filing, Hyperscale Data operates through its wholly owned subsidiary Sentinum, Inc., which owns and operates a data center offering colocation and hosting services for the artificial intelligence ecosystem and other industries. The company also operates through Ault Capital Group, Inc. (ACG), described as a hybrid private equity firm and operating company active across financial services, digital assets, industrial services, hospitality, defense technologies, and other sectors. The company is headquartered at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.

The proposed exchange offer would allow stockholders to tender blocks of 100 shares of Common Stock for one Unit per block. Each Unit consists of $2.00 in cash and one share of Preferred Stock carrying a stated value of $24.00. The filing states the exchange offer reflects the company's view "that its current market valuation does not accurately reflect the strength of its balance sheet, including its holdings of cash and Bitcoin." Executive Chairman Milton "Todd" Ault III is quoted in the filing as describing the offer as "a disciplined and shareholder-focused use of capital."

The company disclosed that the exchange offer is anticipated to be made pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, specifically the exemption contained in Section 3(a)(9). Under that exemption, the filing states, if the Common Stock exchanged is freely tradeable, the Preferred Stock received in exchange will also be freely tradeable; if the Common Stock is restricted, the Preferred Stock will be restricted to the same degree. Full terms and conditions are to be provided in an Offer to Exchange and related documents to be filed with the Securities and Exchange Commission and distributed to stockholders. The filing notes that on December 23, 2024, the company issued one million shares of Series F Exchangeable Preferred Stock to common stockholders and holders of Series C Preferred Stock on an as-converted basis, in connection with the planned ACG divestiture process.

What Was Disclosed

Hyperscale Data announced a planned exchange offer covering up to 192,307,692 shares of Class A Common Stock, offering holders one Unit of $2.00 cash plus one share of 12.00% annual dividend Preferred Stock per 100 shares tendered, with a formal launch targeted around November 17, 2026.