Hyperscale Data amends Series B convertible preferred conversion price to include $0.40 floor and 75% of VWAP cap

Hyperscale Data, Inc.

Filed Certificate of Amendment on April 23, 2025, effective same day.
Conversion Price now greater of $0.40 floor or 75% of lowest VWAP in prior 5 days, capped at $10.00.
Amendment relates to up to 50,000 Series B shares sold to SJC Lending, LLC for up to $50 million.
Board unanimously approved amendment on April 22, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Hyperscale Data, Inc.: Amended the definition of 'Conversion Price' in the Certificate of Designation of Series B Convertible Preferred Stock to a formula based on a floor price and a variable percentage of VWAP with a maximum price cap (effective 2025-04-23).

Change: charter amendment
Effective: 2025-04-23

Exact text from the filing

the definition of “Conversion Price” was amended read as follows: “ Conversion Price ” means the greater of (i) $0.40 per share (the “ Floor Price ”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 75% of the Corporation’s lowest VWAP on any Trading Day during the five Trading Days immediately prior to the date of conversion into shares of Common Stock, but not greater than $10.00 per share (the “ Maximum Price ”), which Maximum Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.”

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Source: SEC EDGAR

accession 0001214659-25-006375

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