Financial Obligation, Private Placement (Form 8-K)

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On April 8, 2025 (the "Closing Date"), Hyperscale Data, Inc., a Delaware corporation (the "Company") issued to Jorico, LLC, a California limited liability company (the "Investor"), a convertible promissory note in the principal face amount of $110,000 (the "Note") in consideration for $100,000 paid by the Investor to the Company (the "Transaction").

Description of the Note

The Note has a principal face amount of $110,000 and was issued with an original issue discount of ten percent (10%). The Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Note) occurs, at which time the Note would accrue interest at 18% per annum. The Note will mature on September 30, 2025. The Note is convertible into shares (the "Conversion Shares") of the Company's class A common stock, par value $0.001 per share (the "Common Stock") at any time after NYSE American ("NYSE") approval of the Supplemental Listing Application (the "SLAP") at a conversion price equal to the greater of (i) $0.45 per share (the "Floor Price"), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of (A) 75% of the VWAP (as defined in the Note) of the Common Stock during the five (5) trading days immediately prior to the Closing Date or (B) 75% of the lowest daily VWAP of the Common Stock during the five (5) trading days immediately prior to the date of conversion into shares of Common Stock. The Conversion Price is only subject to adjustment in the event that the Company does a stock split or similar transaction of the Common Stock.

The Note contains standard and customary events of default including, but not limited to, failure to pay amounts due under the Note when required, failure to deliver Conversion Shares when required, default in covenants and bankruptcy events.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Conversion Shares, nor shall there be any offer, solicitation or sale of the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The foregoing descriptions of the terms of the Note do not purport to be complete and are subject to, and qualified in their entirety by reference to, the form of Note, which is annexed here as Exhibit 4.1 and is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note described in this Current Report on Form 8-K was offered and issued to the Investor in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.