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GPUS 8-K: Material agreement

Hyperscale Data, Inc.

Filed with the SEC on · accession 0001214659-26-013841

GPUS filed a 8-K (current report) with the SEC on Nov 9, 2026. Hyperscale Data, Inc. entered into a note purchase agreement with an institutional investor for a registered direct offering of convertible promissory notes with an aggregate principal face amount of up to $27,027,027.03, including an initial $10,810,810.81 note issued on November 6, 2026, a second…

Summary of the filing

Hyperscale Data, Inc. entered into a note purchase agreement with an institutional investor for a registered direct offering of convertible promissory notes with an aggregate principal face amount of up to $27,027,027.03, including an initial $10,810,810.81 note issued on November 6, 2026, a second $5,405,405.41 note expected around November 16, 2026, and a potential additional $10,810,810.81 note. The notes carry a 7.5% original issue discount, 8% annual interest (18% upon default), and are convertible into Class A common stock at a price equal to the lower of $0.30 or a 10% discount to the lowest VWAP over the prior five trading days, subject to a $0.1025 floor.

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Key details

Initial Note principal amount$10.8M
Second Note principal amount$5.4M
AIR Note principal amount$10.8M
Aggregate principal face amount of Notes$27.0M
Original issue discount$2.0M
Purchase price for Initial Note$10.0M
Purchase price for Second Note$5.0M
Purchase price for AIR Note$10.0M
IssuerHyperscale Data, Inc.
Purchaserinstitutional investor

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Frequently asked questions

What did GPUS file with the SEC on Nov 9, 2026?

GPUS filed a 8-K (Material agreement). Hyperscale Data, Inc. entered into a note purchase agreement with an institutional investor for a registered direct offering of convertible promissory notes with an aggregate principal face amount of up to $27,027,027.03, including an initial $10,810,810.81 note issued on November 6, 2026, a second $5,405,405.41 note expected around November 16, 2026, and a potential additional $10,810,810.81 note. The notes carry a 7.5% original issue discount, 8% annual interest (18% upon default), and are convertible into Class A common stock at a price equal to the lower of $0.30 or a 10% discount to the lowest VWAP over the prior five trading days, subject to a $0.1025 floor.

What does a material agreement mean for GPUS stock?

A contract important enough that investors need to know about it — a big customer contract, a loan, a merger agreement or a partnership.

How do I read a 8-K?

A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more. The "Item" number tells you the topic (e.g. 2.02 results, 5.02 executive change, 1.01 new agreement, 1.03 bankruptcy). Exhibits (99.1 press release) usually hold the details.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 8-K (current report): A report of a major event, filed within four business days: results, deals, leadership changes, bankruptcy and more.

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