Hyperscale Data, Inc.
91.74%
13,900,765
896493
09175M804
Dec 15, 2024
Jan 6, 2025, 09:34 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Ault & Company, Inc. | CO | 91.74% | 13,900,765 | 0 | 13,900,765 |
| AULT MILTON C III | Individual | 91.74% | 13,900,765 | 847 | 13,900,765 |
| Horne William B | Individual | 0.00% | 2 | 2 | 0 |
| Nisser Henry Carl | Individual | 0.00% | 2 | 2 | 0 |
| CRAGUN KENNETH S | Individual | 0.00% | 0 | 0 | 0 |
Disclosure Items (3)
Class A Common Stock, par value $0.001 per share
Hyperscale Data, Inc.
11411 SOUTHERN HIGHLANDS PARKWAY, LAS VEGAS, NV, 89141
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The stock options owned by Messrs. Ault, Horne and Nisser were awarded to them in their capacities as officers and/or directors of the Issuer. The two (2) Class A Shares owned directly by Mr. Nisser were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer. Two (2) Class A Shares owned directly by Mr. Ault were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for the other 498 Class A Shares owned directly by Mr. Ault is $150,702.61. The Class B Shares owned by the Reporting Persons were issued as a stock dividend by the Issuer. The aggregate purchase price of the 8,249 Class A Shares owned directly by Ault & Company is $2,661,340. The purchase price of the 50,000 shares of Series C Preferred Stock owned directly by Ault & Company, which are currently convertible into 9,140,771 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable (or are exercisable within 60 days) into 374,192 Class A Shares (the "Series C Warrants"), is $50,000,000. The purchase price of the 495 shares of Series G Preferred Stock owned directly by Ault & Company, which are currently convertible into 88,494 Class A Shares, and warrants owned directly by Ault & Company, which are not currently exercisable into Class A Shares (the "Series G Warrants"), is $495,000. The remaining warrants owned directly by Ault & Company, which are currently exercisable into 54,498 Class A Shares (the "Warrants"), were issued in connection with a senior secured convertible promissory note in the principal face amount of $17.5 million, which was sold to Ault & Company by the Issuer, for $17.5 million (the "Senior Note"). The Senior Note was subsequently repaid.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Class A Shares reported owned by each Reporting Person is based upon 1,259,893 Class A Shares outstanding, which is the total number of Class A Shares outstanding as of January 3, 2025, as reported by the Issuer to the Reporting Persons. Based on the 1,259,893 Class A Shares, 5,000,000 Class B Shares, 50,000 shares of Series C Preferred Stock and 495 shares of Series G Preferred Stock outstanding as of January 3, 2025, as reported by the Issuer to the Reporting Persons, which represents all voting securities of the Issuer, Ault & Company and Mr. Ault's beneficial ownership of Shares represents 82.8% of the Issuer's total voting power. A. Ault & Company (a) As of the date hereof, Ault & Company may be deemed to beneficially own 13,900,765 Class A Shares, consisting of (i) 8,249 Class A Shares, (ii) 4,234,561 Class A Shares issuable upon conversion of 4,234,561 Class B Shares, (iii) 9,140,771 Class A Shares issuable upon conversion of 50,000 shares of Series C Preferred Stock, (iv) 88,494 Class A Shares issuable upon conversion of 495 shares of Series G Preferred Stock and (v) 428,690 Class A Shares issuable upon exercise of outstanding warrants. Each share of Series C Preferred Stock has a stated value of $1,000.00 and is convertible into Class A Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $5.47, or (B) 105% of the volume weighted average price of the Class A Shares during the ten trading days immediately prior to the date of conversion. Each share of Series G Preferred Stock has a stated value of $1,000.00 and is convertible into Class A Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74, or (B) 105% of the volume weighted average price of the Class A Shares during the ten trading days immediately prior to the date of conversion. For purposes of this Amendment No. 9, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock and Series G Preferred Stock are based upon conversion prices of $5.47 and $5.5936, respectively. Does not include 48,145 or 83,643 Class A Shares issuable upon exercise of outstanding Series C Warrants or Series G Warrants, respectively, as such warrants are not exercisable until six months after issuance. Percentage: 91.74% B. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 13,901,612 Class A Shares, consisting of (i) 500 Class A Shares, (ii) 346 Class A Shares issuable upon conversion of 346 Class B Shares, (iii) one (1) Class A Share underlying a stock option currently exercisable or exercisable within 60 days, (iv) 8,249 Class A Shares held by Ault & Company, (v) 4,234,561 Class A Shares issuable upon conversion of 4,234,561 Class B Shares held by Ault & Company, (vi) 9,140,771 Class A Shares issuable upon conversion of 50,000 shares of Series C Preferred Stock held by Ault & Company, (vii) 88,494 Class A Shares issuable upon conversion of 495 shares of Series G Preferred Stock held by Ault & Company and (viii) 428,690 Class A Shares issuable upon exercise of outstanding warrants held by Ault & Company. Each share of Series C Preferred Stock has a stated value of $1,000.00 and is convertible into Class A Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $5.47, or (B) 105% of the volume weighted average price of the Class A Shares during the ten trading days immediately prior to the date of conversion. Each share of Series G Preferred Stock has a stated value of $1,000.00 and is convertible into Class A Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74, or (B) 105% of the volume weighted average price of the Class A Shares during the ten trading days immediately prior to the date of conversion. For purposes of this Amendment No. 9, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock and Series G Preferred Stock are based upon conversion prices of $5.47 and $5.5936, respectively. Does not include 48,145 or 83,643 Class A Shares issuable upon exercise of outstanding Series C Warrants or Series G Warrants, respectively, owned by Ault & Company, as such warrants are not exercisable until six months after issuance. Mr. Ault may be deemed to beneficially own the Shares owned directly by Ault & Company by virtue of his relationship with Ault & Company described in Item 2. Percentage: 91.74% C. William B. Horne (a) As of the date hereof, Mr. Horne may be deemed to beneficially own two (2) Class A Shares, consisting of (i) one (1) Class A Share issuable upon conversion of one (1) Class B Share and (ii) one (1) Class A Share underlying a stock option currently exercisable or exercisable within 60 days. D. Henry C.W. Nisser (a) As of the date hereof, Mr. Nisser may be deemed to beneficially own four (4) Class A Shares, consisting of (i) two (2) Class A Shares, (ii) one (1) Class A Share issuable upon conversion of one (1) Class B Share and (iii) one (1) Class A Share underlying a stock option currently exercisable or exercisable within 60 days. Percentage: Less than 1% E. Kenneth S. Cragun (a) As of the date hereof, Mr. Cragun is not deemed to beneficially own any Class A Shares. Percentage: 0%
A. Ault & Company (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 13,900,765, 3. Sole power to dispose or direct the disposition: 0, ?4. Shared power to dispose or direct the disposition: 13,900,765 B. Milton C. Ault, III (b) 1. Sole power to vote or direct vote: 847, 2. Shared power to vote or direct vote: 13,900,765, 3. Sole power to dispose or direct the disposition: 847, 4. Shared power to dispose or direct the disposition: 13,900,765 C. William B. Horne (b) 1. Sole power to vote or direct vote: 2, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 2, 4. Shared power to dispose or direct the disposition: 0 D. Henry C.W. Nisser (b) 1. Sole power to vote or direct vote: 4, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 4, 4. Shared power to dispose or direct the disposition: 0 E. Kenneth S. Cragun (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 0, 4. Shared power to dispose or direct the disposition: 0
A. Ault & Company (c) Other than as disclosed on Exhibit 1, Ault & Company has not entered into any transactions in the Shares during the past sixty days. B. Milton C. Ault, III (c) Other than as disclosed on Exhibit 2, Mr. Ault has not entered into any transactions in the Shares during the past sixty days. C. William B. Horne (c )Other than (i) Mr. Horne receiving one (1) Class B Share on December 16, 2024 as a dividend from the Issuer and (ii) the sale of two (2) Class A Shares in the open market on December 30, 2024 at a price per Share of $5.205, Mr. Horne has not entered into any transactions in the Shares during the past sixty days. D. Henry C.W. Nisser (c) Other than Mr. Nisser receiving one (1) Class B Share on December 16, 2024 as a dividend from the Issuer, Mr. Nisser has not entered into any transactions in the Shares during the past sixty days. E. Kenneth S. Cragun (c) Mr. Cragun has not entered into any transactions in the Shares during the past sixty days. The filing of this Amendment No. 9 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.