Hyperscale Data, Inc. 8-K/A

What Happened

• Hyperscale Data, Inc. announced on January 16, 2026 that it entered into an Amended and Restated At‑the‑Market Issuance Sales Agreement with Spartan Capital Securities, LLC and added Wilson‑Davis & Co., Inc. as an additional sales agent to conduct an ATM (at‑the‑market) offering. The company previously filed an initial sales agreement and prospectus supplement on December 19, 2025.
• The ATM Offering allows the company to sell up to $50,000,000 of its Class A common stock from time to time under its effective shelf registration statement on Form S‑3 (Registration No. 333‑291595), which was declared effective December 11, 2025.

Key Details

• Offering size: up to $50,000,000 of Class A common stock.
• Agents: Spartan Capital Securities, LLC (lead agent) and Wilson‑Davis & Co., Inc. (additional agent); A&R Sales Agreement dated January 16, 2026 (filed as Exhibit 10.1).
• Regulatory basis: ATM offering under Rule 415 of the Securities Act, conducted pursuant to the company’s effective Form S‑3 shelf (Reg. No. 333‑291595).
• Mechanics: Company sets sale parameters (timing, daily limits, minimum prices); agents will use commercially reasonable efforts to sell shares; either party can suspend or terminate the agreement per its terms.

Why It Matters

• This gives Hyperscale Data flexible, on‑demand access to equity capital—up to $50M—without a single large priced offering. For investors, that means potential dilution as shares are sold into the market over time and possible downward pressure on the stock when sales occur. The agreement itself does not require any immediate sales; dilution and capital impact depend on whether and when the company chooses to sell shares under the ATM program. Investors should monitor future 8‑K/Form 424B filings for actual sales and the pace of any share issuance.