---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-011419"
form_type: "8-K/A"
ticker: "GPUS"
cik: "0000896493"
company_name: "Hyperscale Data, Inc."
filed_at: "2023-08-16T23:59:59+00:00"
generated_at: "2026-06-11T09:03:33.803712+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Ault Alliance assigns $10.5M Exchange Notes to related party A&C, issues demand note

## Summary
- Amended 8-K filed Aug 16, 2023 to disclose A&R Assignment effective Aug 3, 2023.
- Ault Alliance assigned two 10% Secured OID Notes ($10,544,832 aggregate) to Ault & Company (related party).
- As consideration, Ault Alliance issued a 10% demand promissory note for the same $10,544,832 to A&C.
- Ault Alliance also guaranteed A&C's obligations under the Exchange Notes via a separate guaranty.
- Milton C. Ault, III (Executive Chairman) executed a similar guarantee; this is a related-party transaction.

## SEC filing metadata
- accession: 0001214659-23-011419
- form_type: 8-K/A
- ticker: GPUS
- cik: 0000896493
- company_name: Hyperscale Data, Inc.
- filed_at: 2023-08-16T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/b8162308ka1.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-011419
- JSON: https://secwatch.observer/filing/0001214659-23-011419.json
- Plain text: https://secwatch.observer/filing/0001214659-23-011419.txt

## Key facts
- Debt Financings
  Hyperscale Data, Inc. incurred guarantee with A&C and the Investors.
  - Instrument: guarantee
  - Counterparty: A&C and the Investors
  - Event: incurrence
  source text: the Company signed a guaranty dated July 28, 2023 but effective as of August 3, 2023, guaranteeing the full payment of A&C’s obligations under the Exchange Notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Debt Financings
  Hyperscale Data, Inc. incurred senior notes of $10,544,832 with institutional investors at 10% Secured OID Promissory Notes.
  - Instrument: senior notes
  - Principal: $10,544,832
  - Counterparty: institutional investors
  - Rate: 10% Secured OID Promissory Notes
  - Event: incurrence
  source text: each with a principal face amount of $5,272,416 as of July 28, 2023 for an aggregate of amount owed of $10,544,832 (the “ Principal Amount ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Material Agreements
  Hyperscale Data, Inc. entered into Exchange Agreement with the Investors (effective 2023-07-28).
  - Action: entry
  - Counterparty: the Investors
  - Effective: 2023-07-28
  source text: The Company and the Investors entered into an Exchange Agreement (the “ Exchange Agreement ”) dated July 28, 2023 but effective as of August 3, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Material Agreements
  Hyperscale Data, Inc. entered into A&R Assignment with A&C (effective 2023-08-10).
  - Action: entry
  - Counterparty: A&C
  - Effective: 2023-08-10
  source text: The Company and A&C entered into the A&R Assignment dated August 10, 2023 but effective as of August 3, 2023, whereby the Company assigned the Exchange Notes to A&C
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Material Agreements
  Hyperscale Data, Inc. entered into Guaranty with A&C and the Investors (effective 2023-07-28).
  - Action: entry
  - Counterparty: A&C and the Investors
  - Effective: 2023-07-28
  source text: the Company signed a guaranty dated July 28, 2023 but effective as of August 3, 2023, guaranteeing the full payment of A&C’s obligations under the Exchange Notes (the “ Guaranty ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Material Agreements
  Hyperscale Data, Inc. entered into Exchange Notes with the Investors valued at aggregate of amount owed of $10,544,832 (effective 2023-07-28).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: the Investors
  - Value: aggregate of amount owed of $10,544,832
  - Effective: 2023-07-28
  source text: for two new 10% Secured OID Promissory Notes (the “ Exchange Notes ”), each with a principal face amount of $5,272,416 as of July 28, 2023 for an aggregate of amount owed of $10,544,832
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm
- Material Agreements
  Hyperscale Data, Inc. entered into Purchase Agreement with certain institutional investors (effective 2023-03-28).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional investors
  - Effective: 2023-03-28
  source text: the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), an aggregate of 100,000 shares of its preferred stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/896493/000121465923011419/0001214659-23-011419-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.