Hyperscale Data, Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
GPUS$0.14-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-15.
0001214659-25-005868
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001214659-26-004697
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 113 previous paragraphs and 117 current paragraphs.
32 unchanged; 21 reworded; 63 added; 60 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 26 previous and 47 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (63)
Current report
In this Annual Report, the “Company,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation, which was incorporated in September 2017. We are an artificial intelligence (“AI”) data center company anchored by Bitcoin. Through our wholly owned subsidiary, Sentinum, Inc. (“Sentinum”), we own and operate a large-scale data center platform that integrates AI compute infrastructure with Bitcoin mining operations under a unified, parallel compute model. This hybrid architecture enables us to generate compute power for enterprise AI workloads through NVIDIA graphic processing unit clusters, while also operating high-efficiency Bitcoin mining systems that contribute to the Bitcoin network and our growing digital asset treasury.
Current report
Through our other wholly owned subsidiary, Ault Capital Group, Inc. (“Ault Capital”), we currently hold a portfolio of diversified businesses and strategic investments spanning commercial lending and trading, hotel operations, crane rental, AI-driven software platforms and commercial electronics. We anticipate completing the planned divestiture of Ault Capital in 2027, at which time we expect to operate as a focused AI data center and Bitcoin infrastructure company.
Current report
Our direct and indirect wholly owned subsidiaries include:
Current report
On December 2, 2025, we issued to JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. the Convertible Notes in the aggregate principal face amount of $12.8 million in consideration for an aggregate of $12.0 million paid to us. The Convertible Notes bear interest at 12.5% per annum, mature on December 2, 2027, and are convertible into Conversion Shares at a conversion price equal to the lower of (i) $0.3235 per share and (ii) 85% of the lowest daily volume-weighted average price during the three trading days immediately preceding and including the applicable conversion date, but not less than $0.40.
Current report
On December 19, 2025, we entered into an At-the-Market Issuance Sales Agreement with Spartan Capital Securities, LLC (“Spartan”), as sales agent to sell shares of our Class A common stock, having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” (the “Second ATM Offering”) as defined in Rule 415 under the Securities Act. On December 19, 2025, we filed a prospectus supplement with the SEC relating to the offer and sale of up to $50 million of Class A common stock in the Second ATM Offering. On January 16, 2026, we amended the At-the-Market Issuance Sales Agreement and filed a prospectus supplement to indicate that Spartan will serve as the lead sales agent and to add Wilson-Davis as an additional sales agent.
Current report
As of April 12, 2026, we have sold 91.6 million shares of our Class A common stock under the Second ATM Offering for gross proceeds of approximately $18.1 million.
Current report
On February 13, 2026, we entered into an At-the-Market Issuance Sales Agreement with Wilson Davis, as sales agent to sell shares of our 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series D Preferred”), having an aggregate offering price of up to $35.4 million from time to time, through an “at the market offering” (the “Series Preferred D ATM Offering”) as defined in Rule 415 under the Securities Act. On February 13, 2026, we filed a prospectus supplement with the SEC relating to the offer and sale of up to $35.4 million of Series D Preferred in the Series D Preferred ATM Offering.
Current report
As of April 12, 2026, we have sold 2,909 shares of our Series D Preferred under the Series D Preferred ATM Offering for gross proceeds of approximately $65,000.
Current report
Presentation of Gresham
Current report
On August 14, 2024, Gresham filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code. Upon the filing, Gresham became subject to the jurisdiction and oversight of the bankruptcy court. As a result of the loss of control over Gresham’s significant operating and financial decisions, we determined that we no longer maintained a controlling financial interest in Gresham and deconsolidated Gresham and its subsidiaries effective as of the petition date.
Current report
Upon deconsolidation, we recognized a gain on deconsolidation of approximately $2.0 million, which is included in net gain (loss) from discontinued operations in the consolidated statement of operations for the year ended December 31, 2024.
Current report
On June 6, 2025, we entered into a settlement agreement with Gresham and Gresham’s senior secured lenders. On August 29, 2025, the United States Bankruptcy Court for the District of Arizona confirmed Gresham’s Plan of Reorganization (the “Plan”). Pursuant to the confirmed Plan, certain senior lender claims were resolved in exchange for settlement payments, which were funded prior to emergence.
Current report
The Plan became effective on November 28, 2025 (the “Effective Date”), at which time Gresham emerged from Chapter 11 bankruptcy.
Current report
On November 28, 2025, upon the Effective Date of the Plan, we regained control of Gresham and obtained 100% of the voting equity of the reorganized entity. Because we had previously deconsolidated Gresham during the bankruptcy proceedings and regained control upon emergence, the transaction was accounted for as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations. Gresham has been reconsolidated beginning on November 28, 2025.
Current report
Gresham’s primary operations are in the defense and aerospace markets and consist principally of the Enertec, Microphase and Relec businesses. Management believes the reconsolidation strengthens our position in mission-critical electronic components and power systems and enhances our long-term growth profile.
Current report
On March 28, 2025, AVLP, a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the consolidated statement of operations for the year ended December 31, 2025. We evaluated the criteria for discontinued operations and determined that the operations of AVLP did not meet the requirements for such classification.
Current report
Deconsolidation of Eco Pack Technologies Limited (“Eco Pack”)
Current report
On April 16, 2025, Eco Pack, a majority-owned subsidiary of ours, filed a voluntary liquidation under the insolvency regulations in the UK. As a result of the filing, we no longer maintained a controlling financial interest. Accordingly, we deconsolidated Eco Pack effective as of the filing date. In connection with the deconsolidation, we recognized a loss of $0.4 million, which is included in the consolidated statement of operations for the year ended December 31, 2025. We evaluated the criteria for discontinued operations and determined that the operations of Eco Pack did not meet the requirements for such classification.
Current report
Deconsolidation of a Subsidiary of RiskOn International, Inc. (“ROI”)
Current report
During the year ended December 31, 2025, we recognized a gain of $2.7 million in connection with the bankruptcy proceedings for a subsidiary of ROI. We deconsolidated the subsidiary as we determined that we no longer maintained a controlling financial interest in the subsidiary. The gain recognized reflects the derecognition of the subsidiary’s remaining assets, liabilities, and equity balances. We evaluated the criteria for discontinued operations and determined that the operations of the subsidiary did not meet the requirements for such classification.
Current report
Energy revenues from Circle 8’s crane operations declined by $2.0 million, or 4%, to $45.5 million for the year ended December 31, 2025, compared to $47.5 million for the same period in 2024. The decrease reflects a slowdown in demand from oil and gas customers, as many exploration projects were delayed or scaled back amid continued market uncertainty. Key contributing factors included fluctuations in crude oil prices, softer global demand and trade-related concerns, all of which impacted the pace of new project starts and the need for crane services.
Current report
AGREE
Current report
Revenues from AGREE’s hotel operations increased by $0.9 million, or 5%, to $19.0 million for the year ended December 31, 2025, compared to $18.0 million for the same period in 2024. The increase reflects incremental improvements in both occupancy and average daily rates, indicating continued progress in hotel performance year-over-year.
Current report
TurnOnGreen’s revenues increased by $2.3 million, to $7.2 million for the year ended December 31, 2025, compared to $4.9 million in the corresponding period in 2024. This increase was primarily due to a new defense customer that contributed $1.1 million in new revenue, increased revenue of $0.7 million from one of our existing defense industry customers and $0.7 million increased revenue from two of our commercial and telecom customers, partially offset by decreased sales of $0.2 million from one of medical customers during the year ended December 31, 2025.
Current report
Gresham
Current report
Revenue attributable to Gresham was $3.4 million for the year ended December 31, 2025, compared to no revenue in the prior year. The increase reflects our acquisition of Gresham upon its emergence from bankruptcy on November 28, 2025. As a result, Gresham’s operating results were consolidated only for the period subsequent to emergence in 2025, representing approximately one month of activity during the year, whereas no comparable revenue was included in 2024.
Current report
Revenues from our lending and trading activities decreased by approximately $0.2 million to $1.7 million for the year ended December 31, 2025, compared to revenues of approximately $1.9 million for the year ended December 31, 2024. The decrease was primarily attributable to realized losses on related-party investments, lower fee income and reduced realized trading gains.
Current report
Fee income declined to approximately $0.3 million for the year ended December 31, 2025, compared to approximately $2.3 million for the year ended December 31, 2024. Realized trading gains decreased to approximately $1.8 million from approximately $3.2 million in the prior year. In addition, during the year ended December 31, 2025, we recognized approximately $0.4 million of realized losses on related-party investments, primarily related to equity investments in Alzamend. In addition, interest income improved to approximately $0.6 million for the year ended December 31, 2025, compared to negative $0.2 million for the year ended December 31, 2024. The prior year also included a $2.4 million impairment of equity securities that did not recur during the year ended December 31, 2025.
Current report
Gross margins decreased to 21% for the year ended December 31, 2025, compared to 23% for the same period in 2024. The decrease was primarily attributable to margin fluctuations within our crypto asset mining and lending activities. Excluding the impact of lending and trading activities and crypto asset mining, adjusted gross margin increased to 36% for the year ended December 31, 2025, compared to 34% for the year ended December 31, 2024, reflecting improved gross margins at AGREE and higher product segment margins driven by growth in higher margin TurnOnGreen revenue.
Current report
General and administrative expenses were $50.0 million for the year ended December 31, 2025, compared to $35.2 million for the year ended December 31, 2024, an increase of $14.8 million. The increase was primarily driven by higher salaries and benefits, higher performance-based bonuses at Ault Lending, partially offset by the deconsolidation of AVLP and Eco Pack, the completion and wind-down of Ault Disruptive Technologies Corporation following the full redemption of its public shares and a reduction in stock-based compensation expense.
Current report
During the year ended December 31, 2025, as part of our annual impairment assessment of long-lived assets, we evaluated the carrying value of our investment in oil and gas properties. Based on this assessment, which considered current commodity price assumptions, expected production profiles, estimated future development costs, and discounted projected cash flows, we concluded that the carrying amount of certain oil and gas properties exceeded their estimated fair value. Accordingly, we recorded an impairment charge of approximately $3.0 million to reduce the carrying value of these properties to their estimated fair value as of December 31, 2025.
Current report
Other Expense, Net
Current report
Other expense, net was $3.0 million and $4.7 million for the years ended December 31, 2025 and 2024, respectively.
Current report
Interest and other income totaled $2.8 million and $2.2 million for the years ended December 31, 2025 and 2024, respectively.
Current report
Interest expense totaled $16.1 million for the year ended December 31, 2025, compared to $20.7 million for the same period in 2024. Interest expense is lower due to lower debt balances as well as lower forbearance fees and amortization of debt discount.
Current report
During the year ended December 31, 2025, we recognized a total net loss on extinguishment of convertible notes of $3.4 million. This amount includes:
Current report
Change in fair value of embedded derivative liabilities was a gain of $3.2 million for the year ended December 31, 2025, compared to a gain of $1.0 million for the year ended December 31, 2024. The gain in 2025 reflects the remeasurement of embedded conversion features within certain convertible promissory notes issued during the year, with changes in our stock price and other valuation assumptions impacting the estimated fair value of these derivative liabilities
Current report
On March 28, 2025, AVLP, formerly a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the consolidated statement of operations for the year ended December 31, 2025.
Current report
On April 16, 2025, Eco Pack, formerly a majority-owned subsidiary of ours, filed a voluntary liquidation under the insolvency regulations in the UK. As a result of the filing, we no longer maintained a controlling financial interest. Accordingly, we deconsolidated Eco Pack effective as of the filing date. In connection with the deconsolidation, we recognized a loss of $0.4 million, which is included in the consolidated statement of operations for theyear ended December 31, 2025.
Current report
During theyear ended December 31, 2025, we recognized a gain of $2.7 million in connection with the bankruptcy proceedings for a subsidiary of ROI. We deconsolidated the subsidiary as we determined that we no longer maintained a controlling financial interest in the subsidiary. The gain recognized reflects the derecognition of the subsidiary’s remaining assets, liabilities, and equity balances.
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Removed paragraphs (60)
Previous report
In this Annual Report, the “Company,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation formerly known as Ault Alliance, which was incorporated in September 2017. Hyperscale Data is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Previous report
Through our wholly- and majority-owned subsidiaries and strategic investments, we own and operate a data center at which we mine Bitcoin, and provide mission-critical products that support a diverse range of industries, including a metaverse platform, crane services, defense, industrial and automotive. In addition, we extend credit to select entrepreneurial businesses through a licensed lending subsidiary.
Previous report
We own Ault Capital Group, Inc. (“Ault Capital”), which in turn either wholly owns or has a direct controlling interest in, among other entities, (i) Ault Lending, LLC (“Ault Lending”), (ii) RiskOn International, Inc., formerly known as BitNile Metaverse, Inc. (“ROI”), which wholly owns BitNile.com, Inc. (“BNC”), (iii) askROI, Inc. (“askROI”), (iv) Ault Global Real Estate Equities, Inc. (“AGREE”), (v) Eco Pack Technologies, Inc. (“Eco Pack”), (vi) Ault Aviation, LLC (“Ault Aviation”), (vii) Circle 8 Holdco LLC (“Circle 8 Holdco”), which wholly owns Circle 8 Crane Services, LLC (“Circle 8”), and (viii) TurnOnGreen, Inc. (“TurnOnGreen”), which wholly owns TOG Technologies, Inc. and Digital Power Corporation. We consolidate ROI as a variable interest entity.
Previous report
On November 15, 2024, we announced the distribution of 5.0 million shares of our Class B Common Stock (the “Class B Common Stock”) to all holders of our Class A common stock and Series C Convertible Preferred Stock on an as-converted basis. The record date for this dividend was November 29, 2024, and the payment date is December 16, 2024. There is currently no public trading market for the Class B Common Stock. While we presently intend to seek to have the Class B Common Stock listed for trading on the NYSE American within the foreseeable future, there can be no assurance when, or if, such a listing will occur. The Class B Common Stock is identical to the currently outstanding Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B Common Stock is convertible at any time after the payment date into Class A common stock on a one-for-one basis.
Previous report
On November 20, 2024, pursuant to the approval provided by our stockholders at the annual meeting of stockholders held on June 28, 2024, we filed an Amendment to our Certificate of Incorporation with the State of Delaware to effectuate a reverse stock split of our Class A common stock affecting the issued and outstanding number of such shares by a ratio of one-for-thirty-five. The reverse stock split became effective on November 22, 2024. All share amounts in this Annual Report have been updated to reflect the reverse stock split.
Previous report
On November 26, 2024, we announced the distribution of 1.0 million shares of our Series F Exchangeable Preferred Stock (“Series F Preferred Stock”) to holders of Class A common stock and Series C Convertible Preferred Stock on an as-converted basis. The record date for this dividend was December 13, 2024, and the payment date was December 23, 2024. The Series F Preferred Stock has a $1.00 liquidation preference and will not pay a dividend. Each share of Series F Preferred Stock will be exchangeable, at the option of its holder, for (i) 10 shares of Class A Common Stock of Ault Capital and (ii) five shares of Class B Common Stock of Ault Capital, at any time beginning on the later of (i) one year after issuance of the Series F Preferred Stock and (ii) the date of the registration under the Securities Act of 1933, as amended, of all of the foregoing shares of Ault Capital Class A Common Stock and Ault Capital Class B Common Stock. Once the Series F Preferred Stock has been exchanged into shares of Ault Capital Class A Common Stock and Class B Common Stock, our sole business will be our ownership of Sentinum, Inc. through which we operate our Bitcoin mining business as well as its HPC and AI operations.
Previous report
On December 13, 2024 (the “Closing Date”), Third Avenue Apartments LLC (“Third Avenue”), which was a subsidiary of AGREE, completed the sale of its real property located at the southeast corner of 5th Street North and 3rd Avenue North in St. Petersburg, Florida (the “Property”). The Property was sold on the Closing Date to Cats Mirror Lake, LLC (the “Buyer”) pursuant to a contract of sale, as amended entered into by Third Avenue and the Buyer. The sale price for the property was $13.0 million. In February 2025, Third Avenue filed a certificate of cancellation with the Delaware Secretary of State.
Previous report
On December 21, 2024, we entered into a securities purchase agreement (the “December 2024 SPA”) with Ault & Company, pursuant to which we agreed to sell, in one or more closings, to Ault & Company up to 25,000 shares of Series G convertible preferred stock (“Series G Preferred Stock”) and warrants to purchase up to 4.2 million shares of Class A common stock (the “Series G Warrants”) for a total purchase price of up to $25.0 million. The December 2024 SPA provides that the financing may be conducted through one or more closings. Through April 14, 2025, pursuant to the December 2024 SPA, we have sold to Ault & Company 960 shares of Series G Preferred Stock and Series G Warrants to purchase 162,217 shares of Class A common stock, for a purchase price of $1.0 million.
Previous report
Each share of Series G Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.10 per share, and (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price of the Class A common stock during the 10 trading days immediately prior to the date of conversion. The holders of Series G Preferred Stock are entitled to cumulative cash dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value per share. Dividends shall accrue for 10 years from the date of issuance of such shares of Series G Preferred Stock and are payable monthly in arrears. For the first two years, we may elect to pay the dividend amount in shares of Class A common stock rather than cash. The holders of the Series G Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.
Previous report
On March 31, 2025, we entered into a securities purchase agreement with an institutional investor pursuant to which we agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings, provided, however, that the investor has the ability, exercisable in its sole discretion, to purchase any number of shares of Series B Preferred Stock prior to the dates of the tranche closings provided for in the securities purchase agreement. The initial tranche closing, which will close promptly after the investor has converted out of the Exchange Note, will consist of the sale and issuance to the investor of 2,000 shares of Series B Preferred Stock for an aggregate of $2.0 million. Pursuant to the securities purchase agreement, provided certain closing conditions have been met, the investor shall purchase up to 4,800 shares of Series B Preferred Stock on a monthly basis, with the investor being required to purchase 1,000 shares per month.
Previous report
Each share of Series B Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A common stock at a at a conversion price equal the lesser of a 25% discount to our volume weighted average price during the five trading days immediately prior to (A) the date of execution of the securities purchase agreement or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150.00 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, we may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.
Previous report
Presentation of GIGA as Discontinued Operations
Previous report
On August 14, 2024, our majority owned subsidiary, Gresham Worldwide, Inc. (“GIGA”), filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. We assessed the inherent uncertainties associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was appropriate to deconsolidate GIGA and its subsidiaries effective on the petition date. We recognized a gain on deconsolidation of GIGA of $2.0 million during the year ended December 31, 2024, which is included in net gain (loss) from discontinued operations.
Previous report
In connection with the Chapter 11 reorganization process, we concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift will have a significant effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.
Previous report
For presentation purposes, the assets and liabilities previously held for sale as of December 31, 2023, were reclassified in the December 31, 2023 balance sheet in the accompanying financial statements back to their original asset and liability groups at their previous carrying values. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the year ended December 31, 2024.
Previous report
Energy revenues from Circle 8’s crane operations decreased by $1.7 million, or 4%, for the year ended December 31, 2024, remaining essentially flat compared to the prior period. This decrease was primarily due to competitive pricing pressures and lower utilization of the crane fleet, as five cranes were out of service during the year ended December 31, 2024.
Previous report
Revenues from our lending and trading activities were $1.9 million for the year ended December 31, 2024, driven primarily by $2.4 million in realized gains from trading activities and $2.7 million in fee income, partially offset by a $0.6 million unrealized loss from our investment in Alzamend and a $2.4 million impairment for equity securities that did not have readily determinable fair values related to Fintech lending operations. In comparison, revenues from lending and trading activities for the same period in 2023 were negative $2.0 million, driven primarily by a $5.6 million unrealized loss from our investment in Alzamend and a $6.2 million impairment for equity securities that did not have readily determinable fair values related to Fintech lending operations, partially offset by $11.0 million in net realized and unrealized gains on investments in marketable equity securities.
Previous report
SMC
Previous report
Due to the significant change in our ownership and voting rights, we determined that we no longer met the criteria of the primary beneficiary and, accordingly, we deconsolidated SMC as of November 20, 2023. SMC revenues were $0 for the year ended December 31, 2024, a decrease of $31.6 million compared to the corresponding period in 2023.
Previous report
TurnOnGreen’s revenues increased by $0.7 million, to $4.9 million for the year ended December 31, 2024, compared to $4.2 million in the corresponding period in 2023. This rise was primarily due to higher sales from a single, higher-margin customer in the defense industry during the year ended December 31, 2024.
Previous report
Gross margins rose to 23% for the year ended December 31, 2024, compared to 18% for the same period in 2023. This increase was influenced by our lending and trading activities, which contributed favorably to our gross margins for the year ended December 31, 2024 and unfavorably to our gross margins for the year ended December 31, 2023. In both periods, gross margins were adversely affected by negative margins from our crypto assets mining operations. Excluding the impacts of both our lending and trading activities and our crypto assets mining operations, adjusted gross margins for the year ended December 31, 2024, and 2023 would have been 34% and 30%, respectively. Gross margins improved due to the deconsolidation of the lower margin of SMC’s business.
Previous report
General and administrative expenses were $35.2 million for the year ended December 31, 2024, compared to $68.2 million for the year ended December 31, 2023, a decrease of $33.0 million, or 48%. General and administrative expenses decreased from the comparative prior period, mainly due to the following:
Previous report
Impairment of Intangible Assets
Previous report
Impairment of AVLP Goodwill
Previous report
We test the recorded amount of goodwill for impairment on an annual basis on December 31 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. We performed a goodwill impairment test as of June 30, 2023 related to AVLP as there were indicators of impairment related to certain unforeseen business developments and changes in financial projections.
Previous report
The valuation of the AVLP reporting unit was determined using a market and income approach methodology of valuation. The income approach was based on the projected cash flows discounted to their present value using discount rates, that in our judgment, consider the timing and risk of the forecasted cash flows using internally developed forecasts and assumptions. Under the income approach, the discount rate used is the average estimated value of a market participant’s cost of capital and debt, derived using customary market metrics. The analysis included assumptions regarding AVLP’s revenue forecast and discount rates of 26.7% using a weighted average cost of capital analysis. The market approach utilized the guideline public company method.
Previous report
The results of the quantitative test indicated that the fair value of the AVLP reporting unit did not exceed its carrying amounts, including goodwill, in excess of the carrying value of the goodwill. As a result, the entire $18.6 million carrying amount of AVLP’s goodwill was recognized as a non-cash impairment charge during the year ended December 31, 2023.
Previous report
In addition, we recorded $8.9 million in impairment charges related to real estate assets of AGREE during the year ended December 31, 2024.
Previous report
During the year ended December 31, 2023, certain unforeseen business developments and changes in financial projections at AVLP indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of AVLP property and equipment as of December 31, 2023 was $0, and an impairment charge of $14.0 million was recognized. During the year ended December 31, 2023, we recognized an impairment charge of $4.1 million related to property and equipment at ROI.
Previous report
Impairment of Mined Digital Currencies
Previous report
Impairment of mined digital currencies for the year ended December 31, 2023 was $0.5 million.
Previous report
Other Income (Expense), Net
Previous report
Other expense, net was $4.7 million for the year ended December 31, 2024, compared to other expense, net of $91.3 million for the year ended December 31, 2023.
Previous report
Interest and other income was $2.2 million for the year ended December 31, 2024, compared to $4.4 million for the year ended December 31, 2023. The decrease in interest and other income is primarily due to the decline in Ault Disruptive’s interest income as a result of the decline in cash and marketable securities held in the trust account as a result of redemptions of Ault Disruptive common stock subject to possible redemption.
Previous report
Interest expense was $19.7 million for the year ended December 31, 2024, compared to $44.3 million for the year ended December 31, 2023. Interest expense for the year ended December 31, 2024 included contractual interest of $11.9 million, amortization of debt discount of $5.5 million, and forbearance and extension fees of $2.2 million. Interest expense for the year ended December 31, 2023 included amortization of debt discount of $21.5 million, contractual interest of $17.3 million and forbearance and extension fees of $5.5 million.
Previous report
Other expense, guarantee was $0 for the year ended December 31, 2024, compared to $35.4 million for the year ended December 31, 2023. Pursuant to our financial guarantee obligation related to our December 2023 issuance of Series C preferred stock, related party, we recorded a guarantee liability of $38.9 million using the practical expedient to fair value as set forth in ASC 460-10-30-2(a) and recorded other expense, guarantee of $35.4 million (the amount of the guarantee liability, less $3.5 million restricted cash related to the guarantee obligation).
Previous report
Provision for income taxes was $0.1 million and 0.3 million for the years ended December 31, 2024 and 2023, respectively. The effective income tax provision rate was 0.1% for both of the years ended December 31, 2024 and 2023.
Previous report
Sales of Series G Preferred Stock and Warrants
Previous report
Between January and April 2025, we sold to Ault & Company an aggregate of 960 shares of Series G Preferred Stock and Series G Warrants to purchase an aggregate of 0.2 million shares of Class A common stock, for an aggregate purchase price of $1.0 million.
Previous report
From January 1, 2025 through April 14, 2025, we issued a total of 135,957 shares of our Series D preferred stock for the settlement of ELOC advances totaling $2.0 million.
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Reworded paragraphs (21)
Previous wording
On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the not to sell.
Current wording
On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by Ault Global Real Estate Equities, Inc. (“AGREE”). As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the determination not to sell. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the year ended December 31, 2024.
Previous wording
On March 28, 2025, our majority owned subsidiary, Avalanche International Corp. (“AVLP”), filed a petition for liquidation under Chapter 7 of the bankruptcy laws. The filing placed AVLP under the control of the bankruptcy court, which will oversee its liquidation. As a result, we no longer consider AVLP as a subsidiary of ours.
Current wording
Deconsolidation of Avalanche International Corp. (“AVLP”)
Previous wording
As a holding company, our business objective is to increase stockholder value through developing and growing our subsidiaries. Under the strategy we have adopted, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize stockholder value. We anticipate returning value to stockholders after satisfying our debt obligations and working capital needs.
Current wording
As a holding company, our business objective is to increase stockholder value through developing and growing our subsidiaries. Under the strategy we have adopted, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize stockholder value. We anticipate returning value to stockholders after satisfying our debt obligations, working capital needs and other senior capital commitments.
Previous wording
In recent years, we have provided capital and relevant expertise to fuel the growth of businesses in AI software platform, social gaming platform, equipment rental services, defense, industrial and hotel operations. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support.
Current wording
In recent years, we have provided capital and relevant expertise to fuel the growth of businesses in AI software platform, equipment rental services, defense, industrial and hotel operations. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support.
Previous wording
We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141. Our phone number is 949-444-5464 and our website address is https://hyperscaledata.com/.
Current wording
We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141. Our phone number is 949-444-5464 and our website address is www.hyperscaledata.com.
Previous wording
Revenues from Sentinum’s crypto assets mining operations decreased $2.5 million to $30.6 million for the year ended December 31, 2024, compared to $33.1 million for the year ended December 31, 2023. The decrease was due primarily to a $4.1 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities, partially offset by a $1.6 million increase in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $4.1 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due to the April 2024 Bitcoin halving event that occurred on the Bitcoin network and a 70% increase in the average Bitcoin mining difficulty level, partially offset by a 129% increase in the average Bitcoin price for the year ended December 31, 2024, compared to the corresponding period in 2023.
Current wording
Revenues from Sentinum’s crypto assets mining operations decreased $9.3 million to $21.3 million for the year ended December 31, 2025, compared to $30.6 million for the year ended December 31, 2024. The decrease was due primarily to a $3.7 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities coupled with a $5.6 million decline in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $3.7 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due in part to the April 2024 Bitcoin halving event, which reduced the block reward on the Bitcoin network, as well as a 47% increase in the average Bitcoin mining difficulty level, partially offset by a 54% increase in the average Bitcoin price for the year ended December 31, 2025, compared to the corresponding period in 2024. No revenue was generated from third-party hosted mining operations in 2025.
Previous wording
Revenues from our trading activities for the year ended December 31, 2024 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings.
Current wording
Revenues from our trading activities for the years ended December 31, 2025 and 2024 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings relating to our Fintech segment.
Previous wording
Other revenues increased by $1.8 million, to $2.5 million for the year ended December 31, 2024, compared to $0.8 million in the corresponding period in 2023. This rise was primarily due to higher corporate aircraft charter revenue from third parties.
Current wording
Other revenues decreased by $0.1 million, to $2.7 million for the year ended December 31, 2025, compared to $2.8 million in the corresponding period in 2024. This decrease was primarily due to lower corporate aircraft charter revenue from third parties.
Previous wording
Selling and marketing expenses were $14.0 million for the year ended December 31, 2024, compared to $31.7 million for the year ended December 31, 2023, a decrease of $17.6 million, or 56%. The decrease was primarily the result of a $14.1 million decrease in sales and marketing expenses at ROI primarily due to lower advertising and promotion costs and a $3.3 million decrease in sales and marketing expenses from SMC due to thedeconsolidation of SMC as of November 20, 2023.
Current wording
Selling and marketing expenses were $18.3 million for the year ended December 31, 2025, compared to $14.0 million for the year ended December 31, 2024, an increase of $4.3 million, or 31%. The increase was primarily the result of increased sales and marketing expenses at ROI, including higher levels of advertising and promotional activity.
Previous wording
Research and development expenses increased by $6.6 million to $11.0 million for the year ended December 31, 2024, from $4.4 million in the prior corresponding period, due to increased expenditures primarily related to development work on ROI’s social gaming platform and askROI’s AI-powered platform.
Current wording
Research and development expenses decreased by $6.2 million for the year ended December 31, 2025, primarily due to decreased expenditures related to development work on ROI’s Bitnile social gaming platform.
Previous wording
During the year ended December 31, 2024, we recognized $1.5 million impairment of intangible assets related to Eco Pack. During the year ended December 31, 2023, we recognized $24.7 million impairment of intangible assets related to AVLP.
Current wording
During the year ended December 31, 2024, we recognized $1.5 million impairment of intangible assets related to Eco Pack.
Previous wording
During the year ended December 31, 2024, due to increases in the Bitcoin mining difficulty level, which compounded the continued impact of the Bitcoin halving event, we concluded that indicated that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of our miners to be less than their net carrying value and an impairment charge of $10.5 million was recognized, decreasing the net carrying value of our crypto assets mining equipment to their estimated fair value.
Current wording
During the year ended December 31, 2024, due to increases in the Bitcoin mining difficulty level, which compounded the impact of the Bitcoin halving event that occurred earlier in 2024, we concluded that an impairment triggering event had occurred. Testing performed indicated the estimated fair value of our miners to be less than their net carrying value and an impairment charge of $10.5 million was recognized, decreasing the net carrying value of our crypto assets mining equipment to their estimated fair value.
Previous wording
Gain on conversion of investment in equity securities to marketable equity securities of $17.9 million relates to ROI conversion of White River common stock. During the year ended December 31, 2024, ROI transferred 14.5 million shares of White River common stock with a fair value of $19.2 million at the date of transfer. In conjunction with the transfers, ROI converted a portion of their White River Series A convertible preferred stock into White River common stock and recorded a noncash $17.9 million gain on conversion. No such gains were recognized during the year ended December 31, 2023.
Current wording
For the year ended December 31, 2024, we recognized a noncash gain of $17.9 million related to the conversion of White River Holdings Corp. (“White River”) common stock by ROI into marketable equity securities. During the period, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer. In connection with these transfers, ROI converted a portion of its White River Series A convertible preferred stock into common stock. No such gains were recognized during the year ended December 31, 2025.
Previous wording
Loss from investment in unconsolidated entity was $2.0 million for the year ended December 31, 2024, representing our share of losses from our equity method investment in SMC.
Current wording
Loss from investment in unconsolidated entity was $2.0 million for the year ended December 31, 2024, representing our share of losses from our equity method investment in Algorhythm Holdings, Inc.
Previous wording
Cumulative downward adjustments for impairments for our equity securities without readily determinable fair values held at were $6.3 million for the year ended December 31, 2024, compared to $9.6 million for the year ended December 31, 2023.
Current wording
Cumulative downward adjustments for impairments of our equity securities without readily determinable fair values held at December 31, 2025 and 2024 were $0 and $6.3 million, respectively.
Previous wording
On December 31, 2024, we had cash and cash equivalents of $4.6 million (excluding restricted cash of $20.5 million), compared to cash and cash equivalents of $6.1 million (excluding restricted cash of $5.0 million) at December 31, 2023. The increase in cash and cash equivalents was primarily due to cash provided by financing activities related to the sale of common and preferred stock, as well as proceeds from notes payable and convertible notes, partially offset by the payment of debt, purchases of property and equipment and cash used in operating activities.
Current wording
As of December 31, 2025, we had cash and cash equivalents of $13.1 million, excluding restricted cash of $36.2 million, compared to $4.5 million in cash and cash equivalents, excluding $20.5 million in restricted cash, as of December 31, 2024. Total cash, cash equivalents and restricted cash increased to $49.2 million at December 31, 2025 from $25.0 million at December 31, 2024. The increase was primarily driven by significant cash inflows from financing activities during 2025, partially offset by cash used in operating and investing activities.
Previous wording
Net cash used in operating activities totaled $19.4 million for the year ended December 31, 2024, compared to $5.4 million for the year ended December 31, 2023. Cash used in operating activities for the year ended December 31, 2024 included $25.4 million proceeds from the sale of crypto assets from our Sentinum crypto assets mining operations, offset by operating losses and changes in working capital. Net cash used in operating activities for the year ended December 31, 2024 included $6.4 million cash used in operating activities from discontinued operations.
Current wording
Net cash used in operating activities totaled $62.5 million for the year ended December 31, 2025, compared to $19.4 million for the year ended December 31, 2024. Cash used in operating activities for the year ended December 31, 2025 included $13.1 million proceeds from the sale of crypto assets from our Sentinum crypto assets mining operations and $4.0 million proceeds from the sale of an investment in equity securities, offset by operating losses and changes in working capital. Net cash used in operating activities for the year ended December 31, 2024 included $6.4 million cash used in operating activities from discontinued operations.
Previous wording
Net cash provided by investing activities was $3.2 million for the year ended December 31, 2024, compared to net cash used in investing activities of $29.5 million for the year ended December 31, 2023. Net cash provided by investing activities for the year ended December 31, 2024 included proceeds from the sale of real property located in St. Petersburg, Florida for $13.0 million, partially offset by capital expenditures of $4.8 million and investments in loans receivable of $1.0 million. Net cash provided by investing activities for the year ended December 31, 2024 included $3.8 million cash used in investing activities from discontinued operations.
Current wording
Net cash used in investing activities was $70.2 million for the year ended December 31, 2025, compared to net cash provided by investing activities of $3.2 million for the year ended December 31, 2024.
Previous wording
Net cash provided by financing activities was $25.8 million for the year ended December 31, 2024, compared to $37.0 million for the year ended December 31, 2023, and primarily reflects the following transactions:
Current wording
Net cash provided by financing activities was $156.3 million for the year ended December 31, 2025, compared to $25.8 million for the year ended December 31, 2024.
Previous wording
Net cash provided by financing activities for the year ended December 31, 2024 included $2.6 million cash provided by financing activities from discontinued operations.
Current wording
Financing activities in 2024 included $2.6 million cash provided by discontinued operations.
Previous wording
Issuances of Series D Preferred Stock
Current wording
Issuance of Series D Preferred Stock Pursuant to the ATM Offering
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the determination not to sell. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $9.2 million during the year ended December 31, 2024. The fair values of property and equipment related to the real estate assets of AGREE were based on a discounted cash flow income approach for the hotel properties and a comparable sales market approach for the vacant land assets.