Hyperscale Data, Inc. (GPUS): debt financing — Hyperscale Data issues $4.9M convertible note to SJC Lending, consolidating debt

Hyperscale Data, Inc.

Exchanged four existing notes totaling $4,909,410.96 for a single convertible promissory note with 15% interest, maturing Dec 31, 2025.
Conversion price equals the greater of $0.40 floor or 75% of 5-day VWAP, capped at $10/share; only adjustable for stock splits.
Conversion limited to 19.99% of outstanding shares until NYSE approval and stockholder approval; Company to file proxy within 30 days.
Note issued under Section 3(a)(9) exemption; SJC Lending, LLC (sole member Steve J. Caspi) is the investor.
Existing notes canceled; Company avoids immediate enforcement action by Investor during pendency of closing.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Hyperscale Data, Inc. incurred convertible notes of $4,909,410.96 with SJC Lending, LLC at 15% per annum maturing December 31, 2025.

Instrument: convertible notes
Principal: $4,909,410.96
Counterparty: SJC Lending, LLC
Rate: 15% per annum
Maturity: December 31, 2025
Event: incurrence

Exact text from the filing

On March 21, 2025 (the “ Closing Date ”), Hyperscale Data, Inc., a Delaware corporation (the “ Company ”) entered into an Exchange Agreement (the “ Agreement ”) with SJC Lending, LLC, a Delaware limited liability company (the “ Investor ”), pursuant to which the Company issued to the Investor a convertible promissory note in the principal face amount of $4,909,410.96

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Hyperscale Data, Inc. filing history →

Source: SEC EDGAR

accession 0001214659-25-004698

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