The Company disclosed that it intended to use a majority of net proceeds from the $125,000,000 Wilson-Davis ATM program to acquire Bitcoin and to further develop its Michigan data facility, with a smaller portion earmarked to acquire XRP and for working capital and general corporate purposes, which may include repayment, refinancing, redemption or repurchase of indebtedness or capital stock. The prospectus supplement states there is no minimum offering amount, so the actual total proceeds and number of shares sold are not fixed in advance and are reported periodically; the specific number of shares sold and gross proceeds realized under this particular $125,000,000 program are not disclosed in the filings reviewed.
On December 19, 2025, the Company entered into a new, separate At-the-Market Issuance Sales Agreement with Spartan Capital Securities, LLC for up to $50,000,000 of Class A common stock, documented in a prospectus supplement filed the same day (to a base prospectus dated December 11, 2025, under a new shelf registration, File No. 333-291595). The closing price on December 18, 2025 was $0.2517 per share. Spartan was entitled to a 2.5% commission on gross sales price. The use of proceeds disclosed for this program was materially the same as the prior one: a majority toward Bitcoin acquisition and continued development of the Michigan data facility, with a smaller amount for working capital and general corporate purposes, including potential repayment, refinancing, redemption or repurchase of indebtedness or capital stock (the December prospectus supplement does not mention XRP).
An amendment filed January 16, 2026 (Amendment No. 1 to the December 19, 2025 prospectus supplement) disclosed that, as of that date, the Company had sold an aggregate of 20,000,000 shares of Class A common stock for gross proceeds of approximately $5.2 million under the Spartan ATM Sales Agreement, implying an average realized price of roughly $0.26 per share. On January 16, 2026, the Company and Spartan entered into an Amended and Restated ATM Sales Agreement that kept the $50,000,000 aggregate ceiling but added Wilson-Davis & Co., Inc. as a second sales agent alongside Spartan, with Spartan continuing as lead agent and both firms acting as co-agents and deemed underwriters under the Securities Act, entitled to a combined 2.5% commission rate. The stock closed at $0.297 per share on January 16, 2026. The filings do not explain why Spartan was substituted for Wilson-Davis in December 2025 or why Wilson-Davis was re-added in January 2026.
The ATM program with Spartan was subsequently increased twice. A prospectus supplement filed June 18, 2026 shows the Company entered into a new ATM Sales Agreement with Spartan (sole agent at that point) for up to $300,000,000 of Class A common stock, with the stock closing at $0.3979 per share on June 17, 2026. A Supplement No. 1 to that prospectus supplement, filed October 13, 2026, disclosed that on October 9, 2026 the Company and Spartan amended the ATM Sales Agreement to reduce the maximum aggregate amount from $300,000,000 to $100,000,000. As of October 9, 2026, the Company had sold an aggregate of 121,827,841 shares of Class A common stock under this agreement for gross proceeds of $49,781,885, leaving approximately $50,218,115 of remaining capacity under the reduced $100,000,000 cap. The stock closed at $0.1569 per share on October 9, 2026. The commission rate under this agreement is 3.0% of gross sales price.
Separately, the Company also established an at-the-market program for its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock (ticker GPUS PD) with Wilson-Davis dated February 13, 2026, for up to $35.4 million, at a $25.00 per share liquidation preference; this preferred ATM program is distinct from the common stock ATM programs described above and is not part of the $125,000,000 offering referenced in this record.
Legal counsel to Hyperscale Data, Inc. in connection with both the August 29, 2025 Wilson-Davis agreement and the December 19, 2025 Spartan agreement is Olshan Frome Wolosky LLP, which issued customary opinions (Exhibit 5.1 to each Form 8-K) stating that the shares to be offered, when issued, delivered and paid for as contemplated by the registration statement and prospectus, would be legally issued, fully paid and nonassessable.
No greenshoe or over-allotment option is disclosed in any of these ATM prospectus supplements, consistent with the nature of at-the-market offerings, which are sold incrementally rather than in a single underwritten tranche. No concurrent share repurchase program is disclosed in the documents reviewed. The filings do not disclose the percentage of shares outstanding represented by any of these programs, a company-wide cumulative total of all shares sold under all ATM programs to date, or a precise timetable for full utilization of any of the agreements; each program terminates upon the earlier of full utilization of the authorized dollar amount or termination by either party upon ten days' notice. Settlement for shares sold under these programs occurs through the facilities of The Depository Trust Company, generally on the second trading day following a sale.