UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): ~~June~~ 11June 15, 2026

HYPERSCALE DATA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-12711		94-1721931
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

GPUS

NYSE American

13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

GPUS PD

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~ITEM~~Item 17.01 ~~ENTRY~~Regulation ~~INTO~~FD ~~A MATERIAL DEFINITIVE AGREEMENT.~~Disclosure

On June 1115, 2026 ~~(the “Effective Date”)~~, Hyperscale Data, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~Pre-Paid~~press ~~Advance~~release ~~Agreement (~~announcing that the ~~“PPA”)~~Company ~~with~~was YAin IIadvanced ~~PN,~~negotiations ~~Ltd.,~~towards executing a ~~Cayman~~master ~~Islands~~services ~~exempt~~agreement ~~limited~~that ~~partnership~~was ~~(“Yorkville”).~~expected Into ~~accordance with~~provide ~~the~~20 ~~terms~~megawatts of ~~the~~power ~~PPA,~~to ~~the Company will receive~~ a ~~pre-paid~~customer ~~advance~~at ~~of $15,958,000 from Yorkville (~~the ~~“Pre-Paid~~Company’s ~~Advance”).~~Michigan ~~The~~data ~~Pre-Paid~~center, ~~Advance~~which ~~will~~is beexpected ~~purchased~~to bybe ~~Yorkville~~worth atin ~~94%~~excess of ~~the face amount of the Pre-Paid Advance~~$1.0 ~~The~~billion ~~Pre-Paid~~over ~~Advance~~a ~~was~~20 ~~purchased on~~year period (the ~~Effective~~“Press ~~Date by Yorkville, for net proceeds of $15,000,520~~Release”). ~~Interest~~A copy ~~shall accrue on the outstanding balance~~ of the ~~Pre-Paid Advance~~Press atRelease anis ~~annual~~furnished ~~rate~~herewith ofas Exhibit ~~4%,~~99.1 and ~~subject~~is toincorporated anby ~~increase~~reference ~~to 18% upon events of default described in the PPA~~herein.

AtIn ~~any~~accordance ~~time~~with ~~that~~General ~~there is~~Instruction anB.2 ~~outstanding~~of Form ~~balance under the Pre~~8-~~Paid Advances~~K, ~~Yorkville may provide written notice (each, a “Purchase Notice”) requiring~~ the ~~Company~~information tounder ~~issue~~this item and ~~sell~~Exhibit ~~shares~~99.1 ~~of the Company’s Class A common stock (the “PPA Shares”) to Yorkville, which~~ shall not be ~~offset~~deemed ~~against~~filed ~~and~~for ~~reduce~~purposes ~~the amounts outstanding under the Pre-Paid Advance, at a price per share equal to the lower~~ of ~~(a)~~ ~~$0.2153~~Section ~~(the~~18 ~~“Fixed Price”) and (b) 90%~~ of the ~~lowest daily volume weighted~~Securities ~~average~~Exchange ~~price~~Act ~~(the “VWAP”)~~ of ~~the~~1934, ~~Company’s~~as ~~common stock on the NYSE American~~amended, ~~LLC~~nor ~~during~~shall ~~the~~such ~~five~~information ~~(5)~~be ~~consecutive trading~~deemed ~~days~~incorporated ~~immediately~~by ~~preceding~~reference ~~the~~in ~~date~~any onfiling ~~which~~under ~~Yorkville provides~~ the ~~Purchase~~Securities ~~Notice~~Act of to1933, ~~the~~as ~~Company (the “Market Price”)~~amended, ~~but~~ inexcept noas ~~event~~ shall ~~the Market Price~~ be ~~less~~expressly ~~than~~set ~~$0.10~~forth ~~per~~by ~~share~~specific ~~(the~~reference ~~“Floor Price”). Yorkville shall,~~ in ~~each~~such ~~Purchase Notice,~~a ~~select~~filing. ~~the~~This ~~number~~report ofwill ~~shares~~not to be ~~issued,~~deemed ~~in its sole discretion, provided that the aggregate price for such shares may not exceed~~an ~~the~~admission ~~balance~~as ~~outstanding~~to ~~under~~ the ~~Pre-Paid~~materiality ~~Advance~~of orany ~~exceed~~information ~~other~~required ~~specified~~to ~~limits~~be indisclosed ~~the~~solely ~~PPA.~~to ~~Amounts~~satisfy ~~offset by~~ the ~~issuance~~requirements of ~~the PPA~~Regulation ~~Shares shall be applied first toward accrued and unpaid interest, if any, and then toward outstanding principal under the Pre-Paid Advance~~FD.

In the event that (i) any of the PPA Shares are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading days (a “Registration Event”), or (ii) the Company has issued substantially all of the PPA Shares available under the Exchange Cap (as defined below) (an “Exchange Cap Event,” and the date on which any event described in (i) and (ii) occurs, the “Amortization Event Date”), then the Company shall make monthly cash payments beginning on the seventh (7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month until all amounts outstanding under the Pre-Paid Advance have been repaid in full, where each monthly payment shall consist of (i) the lesser of (a) $2,500,000 (the “Principal Amount”), and (b) the outstanding principal balance on the Pre-Paid Advance as of the Amortization Event Date (the “Amortization Principal Amount”), plus (ii) ten percent (10%) of the Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date (collectively, the “Monthly Payment”). Such payments will continue until either all amounts outstanding under the Pre-Paid Advance are paid in full or (i) in the event of a Registration Event, the condition or event causing the Registration Event is cured, or (ii) in the event of an Exchange Cap Event, the Company obtains stockholder consent for the Company to issue shares of common stock in excess of the Exchange Cap.

The Company, in its sole discretion, may prepay the outstanding Pre-Paid Advance, in part or in full (the “Prepayment Amount”), in cash by providing Yorkville with advance written notice 10 trading days prior to such prepayment if the VWAP of the Company’s common stock is, at the time of such written notice, lower than the Fixed Price. Any such prepayment shall include a 10% prepayment premium as well as all the accrued but unpaid interest on such Prepayment Amount.

In connection with entry into the PPA, the Company paid Yorkville’s structuring and due diligence fees of $35,000.

The PPA Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 291595). Concurrently with the filing of this Current Report on Form 8-K, the Company is filing a prospectus supplement with the U.S. Securities and Exchange Commission in connection with the offer and sale of the PPA Shares.

The foregoing summary of the PPA is subject to and qualified in its entirety by the text of the PPA, a form of which is filed hereto as Exhibit 10.1.

A copy of the legal opinion of Olshan Frome Wolosky LLP as to the legality of the PPA Shares is attached as Exhibit 5.1 hereto.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The disclosure regarding the Pre-Paid Advances set forth in Item 1.01 of this Current Report is incorporated by reference herein.

ITEM 7.01 REGULATION FD DISCLOSURE

On June 11, 2026, the Company issued a press release announcing the PPA. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

~~ITEM~~Item 9.01 ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS.~~Exhibits

(d)

Exhibits:

Exhibit No.		Description
10.1		Form of Pre-Paid Advance Agreement entered into by and between the registrant and YA II PN, Ltd, on June __, 2026
99.1		Press Release issued on June 15, 2026.
5.1		Opinion of Counsel.
99.1		Press release regarding the Pre-Paid Advance, issued by the Company on June 11, 2026
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HYPERSCALE DATA, INC. Dated: June 11, 2026 /s/ Henry Nisser Henry Nisser President and General Counsel

	HYPERSCALE DATA, INC.


Dated: June 15, 2026	/s/ Henry Nisser
	Henry Nisser
	President and General Counsel

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