{"url_path":"/sec/gpus/8-k/2026-06-11/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007363-index.html","accession_number":"0001214659-26-007363","cik":"0000896493","ticker":"GPUS","issuer_name":"Hyperscale Data, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007363-index.html","primary_entity_key":"0000896493","primary_entity_name":"Hyperscale Data, Inc."},"word_count":787,"has_tables":true,"body_markdown":"**ITEM 1.01****ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.**\n\n \n\nOn June 11, 2026 (the\n“**Effective Date**”), Hyperscale Data, Inc. (the “**Company**”) entered into a Pre-Paid Advance Agreement\n(the “**PPA**”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“**Yorkville**”). In accordance\nwith the terms of the PPA, the Company will receive a pre-paid advance of $15,958,000 from Yorkville (the “**Pre-Paid Advance**”).\nThe Pre-Paid Advance will be purchased by Yorkville at 94% of the face amount of the Pre-Paid Advance. The Pre-Paid Advance was purchased\non the Effective Date by Yorkville, for net proceeds of $15,000,520. Interest shall accrue on the outstanding balance of the Pre-Paid\nAdvance at an annual rate of 4%, subject to an increase to 18% upon events of default described in the PPA.\n\n \n\nAt any time that there\nis an outstanding balance under the Pre-Paid Advances, Yorkville may provide written notice (each, a “**Purchase Notice**”)\nrequiring the Company to issue and sell shares of the Company’s Class A common stock (the “**PPA Shares**”) to Yorkville,\nwhich shall be offset against and reduce the amounts outstanding under the Pre-Paid Advance, at a price per share equal to the lower of\n(a) $0.2153 (the “**Fixed Price**”) and (b) 90% of the lowest daily volume weighted\naverage price (the “**VWAP**”) of the Company’s common stock on the NYSE American, LLC during the five (5) consecutive\ntrading days immediately preceding the date on which Yorkville provides the Purchase Notice to the Company (the “**Market Price**”),\nbut in no event shall the Market Price be less than $0.10 per share (the “**Floor Price**”). Yorkville shall, in each Purchase\nNotice, select the number of shares to be issued, in its sole discretion, provided that the aggregate price for such shares may not exceed\nthe balance outstanding under the Pre-Paid Advance or exceed other specified limits in the PPA. Amounts offset by the issuance of the\nPPA Shares shall be applied first toward accrued and unpaid interest, if any, and then toward outstanding principal under the Pre-Paid\nAdvance.\n\n \n\nIn the event that (i)\nany of the PPA Shares are not eligible to be sold pursuant to an effective registration statement for a period of 10 consecutive trading\ndays (a “**Registration Event**”), or (ii) the Company has issued substantially all of the PPA Shares available under the\nExchange Cap (as defined below) (an “**Exchange Cap Event**,” and the date on which any event described in (i) and (ii)\noccurs, the “**Amortization Event Date**”), then the Company shall make monthly cash payments beginning on the seventh\n(7th) Trading Day after the Amortization Event Date and continuing on the same day of each successive Calendar Month until all amounts\noutstanding 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\n(the “**Principal Amount**”), and (b) the outstanding principal balance on the Pre-Paid Advance as of the Amortization\nEvent Date (the “**Amortization Principal Amount**”), plus (ii) ten percent (10%) of the Principal Amount, and (iii) accrued\nand unpaid interest hereunder as of each payment date (collectively, the “**Monthly Payment**”). Such payments will continue\nuntil either all amounts outstanding under the Pre-Paid Advance are paid in full or (i) in the event of a Registration Event, the condition\nor event causing the Registration Event is cured, or (ii) in the event of an Exchange Cap Event, the Company obtains stockholder consent\nfor the Company to issue shares of common stock in excess of the Exchange Cap.\n\n \n\nThe Company, in its sole\ndiscretion, may prepay the outstanding Pre-Paid Advance, in part or in full (the “**Prepayment Amount**”), in cash by providing\nYorkville with advance written notice 10 trading days prior to such prepayment if the VWAP of the Company’s common stock is, at\nthe time of such written notice, lower than the Fixed Price. Any such prepayment shall include a 10% prepayment premium as well as all\nthe accrued but unpaid interest on such Prepayment Amount.\n\n \n\nIn connection with entry\ninto the PPA, the Company paid Yorkville’s structuring and due diligence fees of $35,000.\n\n \n\nThe PPA Shares will be\nissued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333- 291595). Concurrently with the filing of\nthis Current Report on Form 8-K, the Company is filing a prospectus supplement with the U.S. Securities and Exchange Commission in connection\nwith the offer and sale of the PPA Shares.\n\n \n\nThe foregoing summary\nof 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**.\n\n \n\nA copy of the legal opinion\nof Olshan Frome Wolosky LLP as to the legality of the PPA Shares is attached as **Exhibit 5.1** hereto."}