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Form 8-K

sec.gov

8-K — Hyperscale Data, Inc.

Accession: 0001214659-26-010654

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0000896493

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — o842618k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ex3_1.htm)

EX-3.2 — EXHIBIT 3.2 (ex3_2.htm)

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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): August 20, 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 240,

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 PRD

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. ¨

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR

Class A Common Stock

On November 7, 2025, the board of directors (the

“Board”) of Hyperscale Data, Inc. (the “Company”) set the time and place of a special meeting (the

“Meeting”) of the Company’s stockholders, and approved the proposals to be presented for approval at the Meeting.

The Meeting was held on March 18, 2026, at which

the Company’s stockholders approved a proposal to effectuate a reverse stock split of the Company’s Class A common stock,

$0.001 par value per share (“Class A Common Stock”) affecting the issued and outstanding number of such shares

by a ratio of between one-for-two and one-for-five (the “Class A Reverse Stock Split”). Acting by delegated authority

as approved by the Board on November 7, 2025, on August 13, 2026, the Company’s Executive Chairman, Chief Executive Officer and

President & General Counsel (the “Authorized Officers”) set the ratio of the Class A Reverse Stock Split at one-for-five

(the “Ratio”). Further, on August 13, 2026, the Authorized Officers approved an amendment (the “Class A Amendment”)

to the Company’s Certificate of Incorporation (the “Certificate”) effectuating the Reverse Stock Split and the

Ratio thereof.

The Company filed the Class A Amendment on August

19, 2026. The Class A Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.

Beginning with the opening of trading on August

25, 2026, the Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number 09175M 879. As a result

of the Class A Reverse Stock Split, each five shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted

into one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Class

A Common Stock outstanding was reduced from approximately 679,910,173 shares of Class A Common Stock to approximately 135,981,983

such shares. All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of

Class A Common Stock will be proportionally adjusted.

Class B Common Stock

Section 2(d) of the Company’s Certificate

of Incorporation states that: “Subdivision or Combinations. If the [Company] in any manner subdivides or combines the outstanding

shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same

manner.” Accordingly, the Company took the steps outlined below to comply with its Certificate.

On August 14, 2026, the Board the Company approved

a reverse split of the Class B common stock, $0.001 par value per share (“Class B Common Stock”) affecting the

issued and outstanding number of such shares by the Ratio (the “Class B Reverse Stock Split”). Further, on August 14,

2026, the Authorized Officers approved an amendment to the Certificate (the “Class B Amendment”) effectuating the Class

B Reverse Stock Split and the Ratio. On August 17, 2026, the majority holder of the Class B Common Stock approved the Class B Reverse

Split.

The Company filed the Class B Amendment on August

19, 2026. The Class B Reverse Stock Split will become effective in the State of Delaware at 11:59 PM ET on Monday, August 24, 2026.

The shares of Class B Common Stock do not trade

on the NYSE American or any other medium. The new CUSIP number for the Class B Common Stock is 09175M 861. As a result of the Class B

Reverse Stock Split, each five shares of Class B Common Stock issued and outstanding prior to the Reverse Stock Split were converted into

one (1) share of Common Stock, with no change in authorized shares or par value per share, and the number of shares of Common Stock

outstanding was reduced from approximately 23,878,628 shares of Class B Common Stock to approximately 4,775,727 such shares. All

options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Class B Common Stock

will be proportionally adjusted

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit No.

Description

3.1

Class A Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 2026.

3.2

Class B Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 19, 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).

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: August 20, 2026

/s/ Henry Nisser

Henry Nisser

President and General Counsel

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ex3_1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

HYPERSCALE DATA, INC.

Hyperscale Data, Inc., a corporation

organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies that the amendment

set forth below to the Corporation’s Certificate of Incorporation (as amended, the “Certificate”) was duly adopted

in accordance with sections 141 and 242 of the Delaware General Corporation Law (the “DGCL”) by the board of directors

(the “Board”) of the Corporation as of November 7, 2025, approved by a vote of the stockholders of the Corporation

on March 18, 2026, and further adopted by a special committee (the “Committee”) of the Board on August 13, 2026:

RESOLVED, that Article

IV Section 2 of the Certificate is hereby amended and restated to read as follows:

(h)       Reverse

Stock Split. As of the effective time and date of 11:59 PM ET on Monday, August 24, 2026 (the “Effective Time”),

each five (5) outstanding shares of Class A Common Stock (the “Old Common Stock”) shall be split and converted into

one (1) share of Class A Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”)

of the outstanding shares of Class A Common Stock shall not affect the total number of shares of capital stock, including the Class A

Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Authorized Shares”

of this Article IV.

The Reverse Split shall occur without

any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing

such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common

Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled

to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares, on the basis

of prevailing market prices of the Common Stock at the time of sale. After the Reverse Split, a holder will have no further interest in

the Corporation with respect to its fractional share interest, and persons otherwise entitled to a fractional share will not have any

voting, dividend or other rights with respect thereto except the right to receive the aforementioned cash payment. All references to “Common

Stock” in these Articles shall be to the New Common Stock.

The Reverse Split will be effectuated

on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective

Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same

number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (subject to the treatment

of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common

Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the

Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent

that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the

Corporation from any loss incurred by it in connection with such certificates.

RESOLVED, that the

language under Article IV Section 1, 3 and 4 shall not be amended in any way;

RESOLVED, that the

foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL by the vote of

a majority of the shares of capital stock present in person or by proxy and entitled to vote thereon.

IN WITNESS WHEREOF,

the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of August 19, 2026.

By:

/s/ Henry Nisser

Henry Nisser

President

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: ex3_2.htm · Sequence: 3

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

HYPERSCALE DATA, INC.

Hyperscale Data, Inc., a corporation

organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies that the amendment

set forth below to the Corporation’s Certificate of Incorporation (as amended, the “Certificate”) was duly adopted

in accordance with sections 141 and 228 of the Delaware General Corporation Law (the “DGCL”) by the board of directors

(the “Board”) of the Corporation as of August 14, 2026, and approved by the holders of a majority of the outstanding

shares of Class B Common Stock on August 17, 2026:

RESOLVED, that Article

IV Section 2 of the Certificate is hereby amended to add the following:

(i)       Reverse

Stock Split. As of the effective time and date of 11:59 PM ET on Monday, August 24, 2026 (the “Effective Time”),

each five (5) outstanding shares of Class B Common Stock (the “Old Common Stock”) shall be split and converted into

one (1) share of Class B Common Stock (the “New Common Stock”). This reverse stock split (the “Reverse Split”)

of the outstanding shares of Class B Common Stock shall not affect the total number of shares of capital stock, including the Class B

Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Authorized Shares”

of this Article IV.

The Reverse Split shall occur without

any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing

such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common

Stock shall be deliverable upon the Reverse Split. Holders who would otherwise hold fractional shares of New Common Stock will be entitled

to have their fractional share rounded up to the nearest whole share. All references to “Common Stock” in these Articles shall

be to the New Common Stock.

The Reverse Split will be effectuated

on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective

Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same

number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (subject to the treatment

of fractional shares described above). The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common

Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the

Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent

that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the

Corporation from any loss incurred by it in connection with such certificates.

RESOLVED, that the

language under Article IV Section 1, 3 and 4 shall not be amended in any way;

RESOLVED, that the

foregoing amendment has been duly adopted in accordance with the provisions of Section 242(d)(2) of the DGCL by the vote of

a majority of the shares of Class B Common Stock present in person or by proxy and entitled to vote thereon.

IN WITNESS WHEREOF,

the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of August 19, 2026.

By:

/s/ Henry Nisser

Henry Nisser

President

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