Hyperscale Data, Inc. (GPUS): debt financing — Ault Alliance exchanges $2.2M term note for convertible note; potential $3.3M add-on

Hyperscale Data, Inc.

Exchanged $2.2M term note (issued Sept 8 for $2M) for new convertible note with no interest, maturing Sept 28, 2024.
Conversion price is 90% of lowest VWAP over prior 5 trading days; conversion requires NYSE American approval.
Company can redeem at 115% of principal; conversion limited to 19.99% of outstanding unless stockholder approval obtained.
Walleye Opportunities Master Fund Ltd. may demand up to $3.3M additional notes at 10% OID within 3 months after note is retired.
Closing occurred September 28, 2023; proceeds used to replace outstanding term note.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Hyperscale Data, Inc. incurred convertible notes of $2,200,000 with institutional investor at bears no interest (unless an event of default occurs) maturing September 28, 2024 or one month after the Exchange Cap Acceleration Date.

Instrument: convertible notes
Principal: $2,200,000
Counterparty: institutional investor
Rate: bears no interest (unless an event of default occurs)
Maturity: September 28, 2024 or one month after the Exchange Cap Acceleration Date
Event: incurrence

Exact text from the filing

On September 27, 2023 (the “ Effective Date ”), Ault Alliance, Inc. (the “ Company ”) entered into a securities exchange agreement (the “ Exchange Agreement ”) with an institutional investor (the “ Investor ”) pursuant to which the Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor (the “ Offering ”), a $2.2 million principal face amount convertible promissory note (the “ Note ”), subject to customary closing conditions.

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Hyperscale Data, Inc. filing history →

Source: SEC EDGAR

accession 0001214659-23-012709

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