Hyperscale Data, Inc.
For the period ended Mar 31, 2026. Filed May 18, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 18, 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-Q
Period ended 2025-09-30; filed 2025-11-17.
0001214659-25-016799
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001214659-26-006542
Item 2. 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 136 previous paragraphs and 81 current paragraphs.
24 unchanged; 18 reworded; 38 added; 89 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 21 previous and 15 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 (38)
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 “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 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
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 May 15, 2026, we have sold 22,743 shares of our Series D Preferred under the Series D Preferred ATM Offering for gross proceeds of approximately $0.5 million.
Current report
In April 2026, we entered into a short-term term note with an institutional investor for gross proceeds of $10.0 million. The note was issued with an original issue discount of $0.8 million and has a principal face amount of $10.8 million. The note bears interest at 12% per annum and matures on June 29, 2026. Beginning May 8, 2026, we are required to make weekly principal payments of $0.7 million through June 26, 2026, with the remaining outstanding principal balance and accrued interest due at maturity. The note may be prepaid at any time without penalty. Repayment obligations under the note are guaranteed by Ault & Company and Milton C. Ault, III, our Executive Chairman.
Current report
n/m - not meaningful
Current report
Revenues from our lending and trading activities increased by $11.5 million to $11.5 million for the three months ended March 31, 2026, compared to ($28,000) for the same period in 2025. The increase was driven primarily by litigation-related proceeds associated with legacy ownership interests held by Ault Lending and unrealized gains on investments in other equity securities.
Current report
Gresham
Current report
Revenues from Gresham were $10.2 million for the three months ended March 31, 2026. No revenues from Gresham were included in the comparable prior-year period because we did not reconsolidate Gresham until its emergence from Chapter 11 bankruptcy proceedings in late 2025.
Current report
Gross margins increased to 34% for the three months ended March 31, 2026, compared to 21% for the three months ended March 31, 2025. The improvement was primarily driven by favorable contributions from lending and trading activities, which generated approximately $9.6 million of gross profit, as well as the inclusion of Gresham revenue following its emergence from bankruptcy. These improvements were partially offset by unfavorable margins from crypto asset mining activities and lower margins from crane operations.
Current report
Excluding the effects of crypto asset mining and lending and trading activities, adjusted gross margins decreased to 29% for the three months ended March 31, 2026, compared to 36% for the three months ended March 31, 2025, primarily reflecting a shift in revenue mix, including the inclusion of Gresham operations and lower crane operations margins.
Current report
Research and development expenses increased by approximately $4.7 million for the three months ended March 31, 2026, reflecting increased investment in the development of our AI and blockchain initiatives as these efforts continue to scale.
Current report
Selling and marketing expenses were $5.6 million for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025, an increase of $3.3 million, or 140%, reflecting increased investment in brand-building initiatives and expanded marketing campaigns to support our growth strategy.
Current report
General and administrative expenses were $18.5 million for the three months ended March 31, 2026, compared to $9.2 million for the same period in 2025, representing an increase of $9.3 million, or 101%. The increase was primarily driven by the inclusion of Gresham following its emergence from bankruptcy, higher corporate-level expenses at the holding company level, and increased professional fees, including consulting and legal costs, as well as higher travel-related expenses.
Current report
Change in Fair Value of Crypto Assets
Current report
We recorded a $7.4 million loss related to the change in fair value of crypto assets for the three months ended March 31, 2026, reflecting a decline in Bitcoin market prices during the period. We held approximately $26.3 million of Bitcoin as of March 31, 2026, compared to $46.2 million as of December 31, 2025, and the decrease in market prices resulted in an overall unfavorable fair value adjustment recognized in earnings.
Current report
Other expense, net was $8.6 million for the three months ended March 31, 2026, compared to other income, net of $1.7 million for the three months ended March 31, 2025. The change was primarily driven by the absence of the prior year gain on deconsolidation of a subsidiary, as well as higher interest expense and losses on the change in fair value of crypto assets, restricted, partially offset by gains recognized in the current period.
Current report
Interest expense increased to $6.5 million for the three months ended March 31, 2026, compared to $3.8 million for the same period in 2025, primarily due to higher average outstanding debt balances and financing costs during the period.
Current report
We recorded a $4.7 million loss related to the change in fair value of restricted crypto assets, restricted for the three months ended March 31, 2026, reflecting a decline in Bitcoin market prices during the period. We held approximately $16.7 million of crypto assets, restricted as of March 31, 2026, whereas no crypto assets, restricted were held as of December 31, 2025, and the decrease in market prices resulted in an overall unfavorable fair value adjustment recognized in earnings.
Current report
We recorded a $4.7 million loss related to the change in fair value of crypto assets, restricted for the three months ended March 31, 2026, reflecting a decline in Bitcoin market prices during the period. We held approximately $16.7 million of Bitcoin as of March 31, 2026, compared to $0 as of December 31, 2025, and the decrease in market prices resulted in an overall unfavorable fair value adjustment recognized in earnings.
Current report
During the three months ended March 31, 2026, we recognized a gain on extinguishment of debt of approximately $0.5 million, compared to a loss of $4.6 million in the prior year period, reflecting the settlement of certain debt obligations on favorable terms.
Current report
Additionally, we recognized a $1.3 million gain related to the change in fair value of embedded derivative liabilities during the three months ended March 31, 2026, primarily driven by changes in our stock price and other key valuation inputs, including volatility and discount rates, associated with certain convertible financing instruments.
Current report
For the three months ended March 31, 2025, we recognized a $10.0 million gain on deconsolidation of a subsidiary (Avalanche International Corp.) following its filing for Chapter 7 liquidation, which resulted in us no longer maintaining a controlling financial interest. This gain did not recur in the current period.
Current report
In the next 12 months, in addition to funding our operations, we expect to satisfy obligations related to scheduled debt maturities, interest payments, operating lease obligations, accrued preferred dividend obligations, and planned capital expenditures associated with our data center infrastructure, mining operations and other operating businesses. As of March 31, 2026, our short-term obligations primarily consisted of approximately $94.6 million of current notes payable and convertible notes payable, approximately $2.0 million of current operating lease liabilities, and approximately $60.6 million of accounts payable and accrued expenses.
Current report
To fund our short-term liquidity requirements, management expects to utilize a combination of existing cash and restricted cash balances, cash generated from operations, proceeds from financings, capital raising activities, sales of investments or other assets, and other available liquidity sources. As of March 31, 2026, we also held approximately $26.3 million of crypto assets, excluding the $16.7 million of crypto assets, restricted.
Current report
Our longer-term liquidity requirements beyond the next 12 months primarily relate to long-term debt obligations, lease commitments, strategic capital expenditures, investments in infrastructure expansion and strategic growth initiatives, and other long-term operating commitments. Management continually evaluates opportunities to refinance existing indebtedness, extend maturities, raise additional capital, monetize investments or assets, and pursue other strategic transactions to support our long-term liquidity objectives.
Current report
We believe our existing liquidity sources, anticipated cash generated from operations and access to external financing sources will provide us with the flexibility necessary to support our operations and address our anticipated obligations over at least the next 12 months. However, our ability to maintain adequate liquidity will depend on, among other factors, operating performance, capital market conditions, the availability of additional financing, and the market value of our assets and investments.
Current report
Total cash, cash equivalents and restricted cash decreased by approximately $12.9 million during the three months ended March 31, 2026, primarily reflecting cash used in investing activities, partially offset by cash provided by financing activities.
Current report
Net cash used in operating activities was approximately $0.2 million for the three months ended March 31, 2026, compared to $4.0 million for the same period in 2025.
Current report
These uses were partially offset by $1.1 million collections on loans receivable and $1.0 million of proceeds from the sale of property and equipment.
Current report
Cash provided by financing activities during the 2026 period primarily consisted of:
Current report
Class A Common Stock ATM Offering Activity
Current report
Series D Preferred ATM Offering Activity
Current report
During the period between April 1, 2026 through May 15, 2026, we sold an aggregate of 20,245 shares of Series D Preferred Stock pursuant to our Series Preferred D ATM Offering for gross proceeds of $0.4 million.
Current report
Circle 8 Financing Agreement
Current report
In April 2026, Circle 8 finalized a financing arrangement and received $10.0 million in equipment financing. In connection with the financing, Circle 8 issued a promissory note with a five-year term requiring monthly payments of approximately $0.2 million. The note bears interest at a variable rate based on the five-year U.S. Treasury rate plus 2%, with an initial rate of approximately 5.7%.
Current report
The financing is secured by first-priority liens on certain cranes and related equipment owned by Circle 8. Proceeds from the financing were used to repay amounts outstanding under the Circle 8 revolving credit facility and for general operating purposes.
Current report
Term Note
Current report
In April 2026, we entered into a short-term term note with an institutional investor for gross proceeds of $10.0 million. The note was issued with an OID of $0.8 million and has a principal face amount of $10.8 million. The note bears interest at 12% per annum and matures on June 29, 2026. Beginning May 8, 2026, we are required to make weekly principal payments of $0.7 million through June 26, 2026, with the remaining outstanding principal balance and accrued interest due at maturity. The note may be prepaid at any time without penalty. Repayment obligations under the note are guaranteed by Ault & Company and Milton C. Ault, III, our Executive Chairman.
Removed paragraphs (89)
Previous report
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report
On February 5, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $1.9 million (the “February 2025 Convertible Note”), in exchange for the cancellation of an outstanding term note we issued to the investor in April 2024. That note had an outstanding principal amount and accrued but unpaid interest of $1.9 million. The February 2025 Convertible Note accrued interest at the rate of 15% per annum, unless an event of default (as defined in the February 2025 Convertible Note) occurs, at which time the February 2025 Convertible Note would accrue interest at 18% per annum. The February 2025 Convertible Note was to mature on May 5, 2025. The February 2025 Convertible Note was convertible into shares of Class A common stock at a fixed conversion price of $4.00 per share.
Previous report
In February 2025, we and an institutional investor (the “Investor”) entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for our agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and our stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum with a maturity date of May 15, 2025. On June 3, 2025, we and the investor entered into an amendment to the A&R Forbearance Note, pursuant to which the maturity date of the A&R Forbearance Note was extended until June 30, 2025.
Previous report
On March 14, 2025, we entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.2 million in exchange for the cancellation of (i) a term note issued by us on May 16, 2024, with outstanding principal and accrued but unpaid interest of $0.7 million, (ii) a term note issued by us on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by us on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. 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 June 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.
Previous report
On March 21, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by us on January 14, 2025, with outstanding principal and accrued but unpaid interest of $2.6 million, (ii) a promissory note issued by us on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by us on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by us on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Exchange Note) occurs, at which time the note would accrue interest at 18% per annum. The Exchange Note will mature on December 31, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share.
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 is expected to 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 to the greater of (i) $0.40 (the “Floor Price”) and (ii) 75% of our lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions. 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
On April 1, 2025, we issued to an institutional investor a convertible promissory note in the principal face amount of $1.7 million in consideration for an advance we received of $1.5 million. The note accrues interest at the rate of 15% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock.
Previous report
On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. 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 of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
Previous report
On April 15, 2025, we issued to two accredited investors convertible promissory notes in the aggregate principal face amount of $5 million in aggregate gross consideration of $4 million in cash paid by the investors, prior to placement agent fees and expenses of approximately $460,000. The notes were issued with an original issue discount of twenty percent (20%), or $1 million. The notes do not accrue interest unless an event of default (as defined in the notes) occurs, at which time the notes would accrue interest at 20% per annum. The notes will mature on September 30, 2025. The notes are convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock.
Previous report
On May 13, 2025, we entered into an OID-only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor.
Previous report
On June 6, 2025, we entered into a settlement agreement (the “Agreement”) with our defense affiliate Gresham Worldwide, Inc. (“GIGA”) and GIGA’s senior secured lenders pursuant in its Chapter 11 bankruptcy proceedings. On August 29, 2025, the United States Bankruptcy Court for the District of Arizona confirmed GIGA’s bankruptcy plan. Under that plan, GIGA’s senior lenders released GIGA and us in exchange for a settlement payment. That payment was made on September 30, 2025, and it is anticipated that the plan will be effective, and GIGA will emerge from bankruptcy, on November 28, 2025.
Previous report
On June 9, 2025, Sentinum entered into a Hosting Services Agreement (the “Agreement”) with a data center hosting company (the “Service Provider”). Under the Agreement, the Service Provider will provide Sentinum with operations and asset management services and access to approximately 20 megawatts of energy capacity and other critical infrastructure to be used for Sentinum’s Bitcoin mining operations. The Agreement has an initial term of one year with automatic one-year renewals unless either Sentinum or the Service Provider elects to terminate the Agreement 90 days prior to the end of the current term. Sentinum anticipates deploying approximately 6,800 S19j miners (the “Miners”) at the Service Provider’s data center.
Previous report
Sentinum will pay the Service Provider a non-refundable fee of $10 per Miner for the setup, installation and configuration of the Miners (the “Initial Setup Fee”) as well as an initial deposit of $800,000 (the “Initial Deposit” and together with the Initial Setup Fee, the “Initial Fees”). The Initial Fees shall be paid out of Bitcoin rewards and Bitcoin transaction fee awards (the “Earned BTC”) that would otherwise be due to Customer until such time as 100% of the Initial Fees have been paid. Thereafter, Sentinum is entitled to 70% of the Earned BTC and the Service Provider is entitled to 30%. The Agreement provides that, during periods of high demand on the utility grid, the Service Provider has the option to curtail the electrical load to the facility and redirect the electrical load to the utility grid. Upon any curtailment, the net profits from such energy sales shall be equally split between Sentinum and the Service Provider.
Previous report
On July 31, 2025, we entered into a securities purchase agreement (the “July 2025 SPA”) with Ault & Company, Inc. (“Ault & Company”), pursuant to which we agreed to sell, in one or more closings, to Ault & Company up to 100,000 shares of Series H convertible preferred stock (“Series H Preferred Stock”) for a total purchase price of up to $100.0 million. The July 2025 SPA provides that the financing may be conducted through one or more closings. As of the date of this filing, we have sold 4,000 shares of Series H Preferred Stock to Ault & Company.
Previous report
Each share of Series H 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) $0.79645 or (B) 105% of the volume weighted average price of the Class A common stock during the five trading days immediately prior to the date of conversion. The conversion price is subject to adjustment in the event of an issuance of Class A common stock at a price per share lower than the conversion price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of Series H 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 H 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 H Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis.
Previous report
On August 29, 2025, we entered into a sales agreement with Wilson-Davis & Co., Inc. to sell shares of our Class A common stock, having an aggregate offering price of up to $125 million from time to time, through an “at-the-market” (“ATM”) offering program. Between August 29, 2025 and November 4, 2025, we received gross proceeds of $125 million through the sale of 255.4 million shares of our Class A common stock through the ATM offering.
Previous report
On September 26, 2025, Ault Lending entered into a loan and security agreement (the “Loan Agreement”) with GIGA, pursuant to which Ault Lending agreed to loan GIGA up to $10.0 million (the “Loan”), subject to the terms and conditions of the Loan Agreement. The Loan, which is evidenced by the issuance by GIGA of a15% Senior Secured Original Issue Discount Convertible Promissory Note (the “GIGA Note”) in the original principal amount of $11.0 million, was to be funded in three tranches. The first tranche, in an amount of $6.5 million, was funded on September 30, 2025, and the remaining tranches, totaling $3.5 million, are expected to be funded pursuant to the terms of the Loan Agreement. The GIGA Note, which matures on November 15, 2028, was issued as part of GIGA’s confirmed Chapter 11 plan of reorganization and is secured by substantially all of GIGA’s assets. The GIGA Note is convertible into shares of GIGA common stock at a conversion price equal to the greater of (i) $0.10 per share (the “GIGA Floor Price”), which GIGA Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of a 5% premium to the volume weighted average price during the five trading days immediately prior to the trading day immediately preceding the date of conversion into shares of common stock or $1.00.
Previous report
On November 7, 2025, we entered into an amendment to the July SPA to provide for an extension of the date on which the final closing (the “Termination Date”) may occur to the later of (i) December 31, 2027, and (ii) the date that shall be one year following the date upon which the Company has completed taking the requisite action(s) to enable it to issue shares of Class A common stock to each person holding instruments entitling such person to convert all of such convertible instrument, including but not limited to the Series H Preferred Stock, into shares of Class A common stock provided, however, that Ault & Company may extend the Termination Date for an additional ninety (90) days, by notice to the Company.
Previous report
Presentation of GIGA as Discontinued Operations
Previous report
On August 14, 2024, 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 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 that 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
On June 6, 2025, we entered into a settlement agreement with GIGA and GIGA’s senior secured lenders pursuant. On August 29, 2025, the United States Bankruptcy Court for the District of Arizona confirmed GIGA’s bankruptcy plan. Under that plan, GIGA’s senior lenders released GIGA and us in exchange for a settlement payment. That payment was made on September 30, 2025, and it is anticipated that the plan will be effective, and GIGA will emerge from bankruptcy, on November 28, 2025.
Previous report
Change in Plan of Sales of AGREE Hotel Properties
Previous report
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.
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
Deconsolidation of Avalanche International Corp. (“AVLP”)
Previous 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 condensed consolidated statement of operations for the nine months ended September 30, 2025. We evaluated the criteria for discontinued operations and determined that the operations of AVLP did not meet the requirements for such classification.
Previous report
Deconsolidation of Eco Pack Technologies Limited (“Eco Pack”)
Previous 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 condensed consolidated statement of operations for the nine months ended September 30, 2025. We evaluated the criteria for discontinued operations and determined that the operations of Eco Pack did not meet the requirements for such classification.
Previous report
Deconsolidation of a Subsidiary of RiskOn International, Inc. (“ROI”)
Previous report
During the three months ended September 30, 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.
Previous report
Revenues from our lending and trading activities decreased $5.4 million to approximately $0.1 million for the three months ended September 30, 2025, compared to $5.6 million the same period in 2024. Revenues from our lending and trading activities were $5.6 million for the three months ended September 30, 2024, driven primarily by $2.6 million in realized gains from trading activities, $2.6 million in fee income, and $0.6 million in unrealized gains on investment positions.
Previous report
Other revenues were relatively consistent year-over-year, totaling $0.9 million for both the three months ended September 30, 2025 and 2024.
Previous report
Gross margins decreased to 26% for the three months ended September 30, 2025, compared to 28% for the three months ended September 30, 2024. The decline was primarily driven by unfavorable margins from our crypto asset mining activities, partially offset by favorable contributions from our lending and trading activities. Excluding the effects of margin from our mining, lending, and trading activities adjusted gross margins for each of the three months ended September 30, 2025 and 2024 would have been 38%.
Previous report
Research and development expenses decreased by $3.0 million for the three months ended September 30, 2025, due to decreased expenditures related to development work on ROI’s Bitnile social gaming platform.
Previous report
Selling and marketing expenses were $7.4 million for the three months ended September 30, 2025, compared to $4.8 million for the three months ended September 30, 2024, an increase of $2.6 million, or 55%. The increase was primarily the result of an increase in sales and marketing expenses at ROI from higher advertising and promotion costs.
Previous report
General and administrative expenses were $11.3 million for the three months ended September 30, 2025, compared to $12.0 million for the same period in 2024, representing a decrease of $0.6 million, or 5%. The decrease was primarily driven by the deconsolidation of AVLP and Eco Pack, the completion and wind-down of Ault Disruptive Technologies Corporation (“Ault Disruptive”) following the full redemption of its public shares.
Previous report
Impairment of Property and Equipment
Previous report
During the three months ended September 30, 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 as of September 30, 2024, 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.
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Reworded paragraphs (18)
Previous wording
In this quarterly report on Form 10-Q (the “Quarterly Report”), the “Company,” “Hyperscale Data,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation. Hyperscale Data operates as an artificial intelligence (“AI”) data center company anchored by Bitcoin. Through its wholly owned subsidiary, Sentinum, Inc., the Company owns and operates 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 Hyperscale Data 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 the Company’s growing digital asset treasury.
Current wording
In this quarterly report on Form 10-Q (the “Quarterly Report”), the “Company,” “Hyperscale Data,” “we,” “us” and “our company” refer to Hyperscale Data, Inc., a Delaware corporation. Hyperscale Data operates as an artificial intelligence (“AI”) data center company anchored by Bitcoin. Through its wholly owned subsidiary, Sentinum, Inc., the Company owns and operates 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 Hyperscale Data 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 the Company’s growing digital asset treasury.
Previous wording
Through its other wholly owned subsidiary, Ault Capital Group, Inc. (“ACG”), the Company currently holds a portfolio of diversified businesses and strategic investments spanning commercial lending and trading, hotel operations, crane rental, AI-driven software and gaming platforms, and commercial electronics. In addition, ACG is actively engaged in extending private credit and structured finance through a licensed lending subsidiary. Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2026, though there can be no assurance that the Divestiture will be completed during such quarter. Upon the occurrence of the Divestiture, the Company would operate as a focused AI data center and Bitcoin infrastructure company.
Current wording
Through another of its wholly owned subsidiaries, Ault Capital Group, Inc. (“ACG”), the Company currently holds a portfolio of diversified businesses and strategic investments spanning commercial lending and trading, an AI software platform, equipment rental services, defense/aerospace, industrial, automotive, medical and hotel operations. In addition, ACG is actively engaged in extending private credit and structured finance through a licensed lending subsidiary. Hyperscale Data currently expects the divestiture of ACG (the “Divestiture”) to occur in the second quarter of 2027, though there can be no assurance that the Divestiture will be completed during such quarter. Upon the occurrence of the Divestiture, the Company would operate as a focused AI data center and Bitcoin infrastructure company.
Previous wording
From October 1, 2025 through November 4, 2025, we received gross proceeds of $86.2 million through the sale of 172.7 million shares of our Class A common stock through the ATM offering.
Current wording
As of May 15, 2026, we have sold 137.6 million shares of our Class A common stock under the ATM Offering for gross proceeds of approximately $24.7 million.
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 ishttps://hyperscaledata.com/.
Current wording
Hyperscale Data is a Delaware corporation with its 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/.
Previous wording
Revenues from Sentinum’s crypto assets mining operations increased by $0.4 million, to $5.7 million for the three months ended September 30, 2025, compared to $5.3 million for the same period in 2024. The increase was primarily due to a $1.3 million, or 30%, increase in revenue from self-mined Bitcoin operations at Sentinum-owned and operated facilities. This increase was partially offset by the cessation of third-party hosted mining operations, which generated $0.9 million of revenue in the prior-year period but none in 2025. The increase in self-mining revenue was driven by an 88% increase in the average Bitcoin price during the three months ended September 30, 2025, compared to the same period in 2024, partially offset by a 51% increase in the average Bitcoin network difficulty level.
Current wording
Revenues from Sentinum’s crypto asset mining operations decreased by $0.1 million to $5.1 million for the three months ended March 31, 2026, compared to $5.2 million for the same period in 2025. The decrease in mining revenue was driven by an 18% decrease in the average Bitcoin price and a 27% increase in the average Bitcoin network difficulty level during the three months ended March 31, 2026, compared to the same period in 2025.
Previous wording
Energy revenues from Circle 8’s crane operations declined by $2.6 million, or 21%, for the three months ended September 30, 2025, compared to 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 wording
Energy revenues from Circle 8’s crane operations declined by $2.8 million, or 20%, for the three months ended March 31, 2026, compared to the same period in 2025. 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.
Previous wording
Revenues from our trading activities for the three months ended September 30, 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.
Current wording
Revenues from our trading activities for the three months ended March 31, 2026 also 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.
Previous wording
Revenues from AGREE’s hotel operations increased by $0.4 million, or 7%, for the three months ended September 30, 2025, compared to 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 wording
Revenues from AGREE’s hotel operations increased by $0.5 million, or 14%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase reflects incremental improvements in both occupancy and average daily rates, indicating continued progress in hotel performance year-over-year.
Previous wording
TurnOnGreen’s revenues increased by $0.5 million, to $1.7 million for the three months ended September 30, 2025, compared to $1.2 million in the corresponding period in 2024. This rise was primarily due to sales from two new customers during the three months ended September 30, 2025.
Current wording
TurnOnGreen’s revenues increased by $0.1 million, to $1.7 million for the three months ended March 31, 2026, compared to $1.6 million in the corresponding period in 2025. The increase was primarily attributable to increased sales to a new electric vehicle charging customer.
Previous wording
Other revenues increased by $0.2 million, to $2.1 million for the nine months ended September 30, 2025, compared to $1.9 million in the corresponding period in 2024. This increase was primarily due to higher corporate aircraft charter revenue from third parties.
Current wording
Other revenues decreased by $0.1 million, or 11%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by reduced corporate aircraft charter revenue from third parties during the period.
Previous wording
Interest and other income totaled $0.6 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Interest and other income totaled $0.8 million for the three months ended March 31, 2026, compared to $0.2 million for the same period in 2025, primarily reflecting higher income from various non-operating sources.
Previous wording
Our effective tax rate from continuing operations was a provision of 1.9% for the three months ended September 30, 2025, compared to 0.2% for the same period in 2024. We recorded an income tax provision of $0.3 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively.
Current wording
We recorded an income tax provision of approximately $0.2 million for the three months ended March 31, 2026, compared to $0.1 million for the same period in 2025. The effective tax rate for the three months ended March 31, 2026 was approximately 0.8%, compared to 1.3% for the same period in 2025. The effective tax rate differs from the statutory rate primarily due to the impact of valuation allowances and the mix of income and losses across jurisdictions.
Previous wording
As of September 30, 2025, we had cash and cash equivalents of $24.8 million, excluding restricted cash of $22.8 million, compared to $4.5 million in cash and cash equivalents, excluding $20.5 million in restricted cash, as of December 31, 2024. The increase in cash and cash equivalents was primarily driven by cash inflows from financing activities, including the sale of common stock, preferred stock and proceeds from notes payable and convertible notes. These inflows were partially offset by cash used in operating activities, debt repayments and purchases of property and equipment.
Current wording
As of March 31, 2026, we had $10.5 million in cash and cash equivalents and $25.7 million in restricted cash, compared to $13.1 million in cash and cash equivalents and $36.1 million in restricted cash as of December 31, 2025.
Previous wording
Net cash used in investing activities was $12.9 million for the nine months ended September 30, 2025, compared to net cash used in investing activities of $11.8 million for the nine months ended September 30, 2024. Net cash used in investing activities for the nine months ended September 30, 2025 included:
Current wording
Net cash used in investing activities was approximately $22.8 million for the three months ended March 31, 2026, compared to $1.2 million for the same period in 2025. Cash used in investing activities during the three months ended March 31, 2026 was primarily attributable to:
Previous wording
Net cash provided by financing activities was $60.4 million for the nine months ended September 30, 2025, compared to $22.6 million for the nine months ended September 30, 2024, and primarily reflects the following transactions:
Current wording
Net cash provided by financing activities was approximately $10.6 million for the three months ended March 31, 2026, compared to $4.7 million for the same period in 2025.
Previous wording
Issuance of Class A Common Stock pursuant to the ATM Offering
Current wording
During the period between April 1, 2026 through May 15, 2026, we sold an aggregate of 91.1 million shares of Class A common stock pursuant to the ATM Offering for gross proceeds of $14.0 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
These inflows were partially offset by:
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
The following table summarizes the results of our operations for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
Revenues by business category for the nine months ended September 30, 2025 and 2024 were as follows:
Previous report — wording carried elsewhere
Energy revenues from Circle 8’s crane operations declined by $1.9 million, or 5%, for the nine months ended September 30, 2025, compared to 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.
Previous report — wording carried elsewhere
Revenues from AGREE’s hotel operations increased by $0.8 million, or 6%, for the nine months ended September 30, 2025, compared to 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.
Previous report — wording carried elsewhere
Revenues from our trading activities for the nine months ended September 30, 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.