8-K
filed December 2, 2025, 6:59 PM ET
ticker GPUS
CIK 0000896493
debt
confidence high
sentiment neutral
materiality 0.70
Hyperscale Data, Inc. (GPUS): debt financing — Hyperscale Data issues $12.768M convertible notes at 12.5% with JGB Capital
Hyperscale Data, Inc.
- Notes mature Nov 30, 2027; interest 12.5% payable monthly; includes $768k original issue discount.
- Conversion price is lower of $0.3235 or 85% of 3-day VWAP, with a $0.30 floor price.
- Company must deposit $15.96M in Bitcoin as collateral; proceeds initially held in segregated account.
- Second mortgage on Michigan property granted to secure obligations; prior loan agreement amended.
- Exchange approval required for conversion shares; registration rights granted for resale.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.98
Hyperscale Data, Inc. incurred convertible notes of $12,768,000 with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. at 12.5% per annum maturing November 30, 2027.
- Instrument
- convertible notes
- Principal
- $12,768,000
- Counterparty
- JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd.
- Rate
- 12.5% per annum
- Maturity
- November 30, 2027
- Event
- incurrence
Exact text from the filing
On December 2, 2025 (the " Closing Date "), Hyperscale Data, Inc., a Delaware corporation (the " Company "), along with its direct and indirect wholly owned subsidiaries Sentinum, Inc. (" Sentinum ") and Alliance Cloud Services, LLC (" ACS " and collectively with Sentinum, the " Guarantors "), entered into a Note Purchase Agreement (the " Agreement ") with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the " Investors ") as well as JGB Collateral, LLC (the " Agent "). Pursuant to the Agreement, the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount, which includes an original issue discount of $768,000 (collectively, the " Convertible Notes ").
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Hyperscale Data, Inc. issued convertible note to JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. for $12,768,000 aggregate principal amount.
- Security
- convertible note
- Purchaser
- JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd.
- Consideration
- $12,768,000 aggregate principal amount
Exact text from the filing
the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. entered into Note Purchase Agreement with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the Investors) as well as JGB Collateral, LLC (the Agent) valued at $12,768,000 (effective 2025-12-02).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the Investors) as well as JGB Collateral, LLC (the Agent)
- Value
- $12,768,000
- Effective
- 2025-12-02
Exact text from the filing
On December 2, 2025 (the “ Closing Date ”), Hyperscale Data, Inc., a Delaware corporation (the “ Company ”), along with its direct and indirect wholly owned subsidiaries Sentinum, Inc. (“ Sentinum ”) and Alliance Cloud Services, LLC (“ ACS ” and collectively with Sentinum, the “ Guarantors ”), entered into a Note Purchase Agreement (the “ Agreement ”) with JGB Capital, LP, JGB Partners, LP and JGB Capital Offshore Ltd. (collectively, the “ Investors ”) as well as JGB Collateral, LLC (the “ Agent ”). Pursuant to the Agreement, the Company borrowed $12,768,000 from the Investors and issued secured convertible promissory notes to the Investors in such aggregate amount, which includes an original issue discount of $768,000 (collectively, the “ Convertible Notes ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Hyperscale Data, Inc. amended Seventh Amendment and Guarantor Joinder to Loan and Guaranty Agreement with the Investor Affiliates (effective 2025-12-02).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- the Investor Affiliates
- Effective
- 2025-12-02
Exact text from the filing
In connection with the entry into the Agreement, the foregoing parties and certain Company Affiliates entered into the Seventh Amendment and Guarantor Joinder to Loan and Guaranty Agreement (the “ Seventh Amendment ”) with the Investor Affiliates, which Seventh Amendment amended the Loan Agreement.
View on SEC.gov
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