Hyperscale Data, Inc. 8-K

What Happened

• Hyperscale Data, Inc. announced on Jan. 18, 2026 (effective Jan. 19, 2026) that Michael “Mickey” Lorber was appointed to its Board of Directors and named Chair of the Audit Committee.
• The Board increased its size from six to seven members and raised standard annual non‑employee director pay to $55,000, with an additional $10,000 for the lead independent director and the Audit Committee Chair.

Key Details

• Appointment effective: January 19, 2026.
• Option grant: 250,000 options to purchase Class A common stock at $0.297 per share; 10‑year term.
• Vesting: 50% vests upon stockholder approval; remaining 50% vests monthly beginning Feb. 1, 2026. Options will be exercisable upon NYSE American and stockholder approval.
• Background: Lorber is a longtime CPA (licensed in California since 1979), formerly Audit Partner at Baker Tilly US (through May 2024) and Squar Milner; has held multiple CFO roles and holds a B.S. in Accounting from University of Illinois.
• No related‑party arrangements, family relationships, or transactions requiring Item 404 disclosure were reported.

Why It Matters

• Adding an experienced audit professional as Audit Committee Chair strengthens the company’s financial oversight and audit governance—relevant given investor focus on accounting, internal controls and SEC reporting.
• The option grant and pay increases align director incentives with shareholder approval milestones (NYSE American and stockholder approvals), and expand board capacity by one seat, which may impact board dynamics and governance going forward.