{"url_path":"/sec/gpus/8-k/2026-06-18/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":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007572-index.html","accession_number":"0001214659-26-007572","cik":"0000896493","ticker":"GPUS","issuer_name":"Hyperscale Data, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/896493/0001214659-26-007572-index.html","primary_entity_key":"0000896493","primary_entity_name":"Hyperscale Data, Inc."},"word_count":517,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nOn June 18, 2026, Hyperscale Data, Inc. (the “**Company**”)\nentered into an At-the-Market Issuance Sales Agreement (the “**Sales Agreement**”) with Spartan Capital Securities, LLC,\nas sales agent (the “**Agent**”) to sell shares of its Class A common stock, par value $0.001 (the “**Common Stock**”),\nhaving an aggregate offering price of up to $300,000,000 (the “**Shares**”) from time to time, through an “at the\nmarket offering” (the “**ATM Offering**”) as defined in Rule 415 under the Securities Act of 1933, as amended (the\n“**Securities Act**”). On June 18, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission\n(“**SEC**”) relating to the offer and sale of up to $300,000,000 of Common Stock in the ATM Offering.\n\n \n\nThe offer and sale of the Shares will be made\npursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus\ncontained therein (Registration Statement No. 333-291595) filed with the SEC on November 17, 2025, and declared effective by the\nSEC on December 11, 2025.\n\n \n\nThis Current Report on Form 8-K shall not constitute\nan offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares\nin any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws\nof such state.\n\n \n\nSubject to the terms and conditions of the Sales\nAgreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent\nwith its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American.\nThe Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period during which sales\nare requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any minimum price below which\nsales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an “at\nthe market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent may, upon written notice to the other\nparty in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have\nthe right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms and subject\nto the conditions set forth in the Sales Agreement.\n\n \n\nThe foregoing description of the terms of the\nSales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement,\nwhich is filed herewith as **Exhibit 10.1** and is incorporated herein by reference.\n\n \n\nThe legal opinion of Olshan Frome Wolosky LLP,\ncounsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as **Exhibit 5.1** hereto."}