Hyperscale Data Announces “At-the-Market” Offering of Common Stock (Form 8-K)

Hyperscale Data Announces "At-the-Market" Offering of Common Stock

LAS VEGAS--(BUSINESS WIRE) - December 19, 2025 - Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence ("AI") data center company anchored by Bitcoin ("Hyperscale Data" or the "Company"), announced today that it has established an "at-the-market" equity offering program (the "Offering") under which it may sell, from time to time, shares of its common stock for aggregate gross proceeds of up to $50 million. The shares of common stock will be offered through Spartan Capital Securities, LLC, which will act in its capacity as sales agent (the "Agent").

Pursuant to a sales agreement with the Agent, sales of shares of the Company's common stock may be made in transactions that are deemed to be "at-the-market" offerings, including sales made by means of ordinary brokers' transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent.

The Company intends to use a majority of the net proceeds from this offering, if any, to acquire Bitcoin and to further develop its Michigan data facility. The Company also intends to use a smaller amount of the proceeds for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. As of the date hereof, the Company cannot predict with certainty all of the particular uses for the net proceeds from this offering, if any. As a result, Hyperscale Data's management will have broad discretion regarding the timing and application of the net proceeds from this offering.

The shares of common stock described above are being offered pursuant to a shelf registration statement (File No. 333-291595), which became effective on December 11, 2025. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the Offering. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange Commission's website at www.sec.gov. Alternatively, potential investors may contact the Agent, which will arrange to send them these documents: Spartan Capital Securities, LLC, Attention: Kim Monchik, 45 Broadway, 19^th Floor, New York, NY 10006, telephone: (212) 293-0123, email: [email protected].