Las Vegas, November 9 (Reuters/ PR Newswire ) – Hyperscale Data, Inc. ( NYSE American : GPUS ) Today, we announce our intention to initiate a tender offer to exchange 100 shares of Class A common stock for one unit, acquiring up to 192,307,692 shares of Class A common stock with a par value of $0.001 per share. Each unit will consist of: (a) $2.00 in cash, and (b) one share of preferred stock with a par value of $24.00 per share. The preferred stock will entitle its holders to an annual dividend of 12.00%.
Shareholders can exchange every 100 common shares for one unit, which includes $2.00 in cash and one preferred share. The company stated that this arrangement is equivalent to valuing the common shares at $0.26 per share, which is a 82% premium over the closing price of $0.1429 on November 6, 2026. This exchange offer requires common shareholders to surrender at least 100 million common shares.
The company stated that it will seek to list the preferred shares on NYSE American. If the listing application is approved by NYSE American, it is expected that the trading of the preferred shares will begin within 30 days after approval.
The company expects to officially launch the proposed exchange offer around November 17, 2026, but this is still subject to board of directors approval, regulatory approval, and customary delivery conditions. The company stated that the proposed exchange offer reflects Hyperscale's belief that its current market valuation does not accurately reflect the strength of its balance sheet, including the cash and Bitcoin it holds.
Hyperscale Data Executive Chairman Milton “Todd” Ault III means:
We believe that there is a clear disconnect between the intrinsic value of Hyperscale and the current trading price of our ordinary shares.
"This exchange offer is intended to provide shareholders with liquidity opportunities and to offer a tool that allows them to participate in the company's long-term growth while receiving fixed payments. If completed, the exchange offer will also enable the company to repurchase a significant portion of the shares at what we consider to be significantly undervalued levels. We believe this to be a prudent and shareholder-centric approach to capital utilization."
Details regarding the proposed exchange offer, as well as information for shareholders who wish to participate, will be contained in the 'Exchange Offer Document' and related documents. These documents will be submitted to the U.S. Securities and Exchange Commission (SEC) and distributed to the company's shareholders.
This exchange offer will not be made to any person in any jurisdiction where such offering, solicitation, or sale is prohibited by law. This press release is for informational purposes only and does not constitute an offer to buy or sell common stock or any other securities. Any solicitation to purchase common stock will be conducted in accordance with the Exchange Offer Document and related materials, which will be sent to the company’s shareholders upon the initiation of the exchange offer. Shareholders are advised to read these materials carefully when they become available, as they contain important information, including the terms and conditions of the proposed exchange offer. The offer documents can be obtained for free at the website SEC at http :// www.sec.gov, and may also be provided to all shareholders upon request free of charge.
It is anticipated that this exchange offer will be conducted in accordance with the registration exemption stipulated in Section 3(a)(9) of the Securities Act of 1933, as amended. Under this exemption, if the common shares being exchanged are freely tradable, then the preferred shares obtained in exchange will also be freely tradable; if the common shares are subject to restrictions, then the preferred shares will also be subject to the same restrictions.
For more information about Hyperscale Data and its subsidiaries, Hyperscale Data recommends that shareholders, investors, and other interested parties read the public documents and press releases published under the company's investor relations section, which can be found at hyperscaledata.com, or visit www.sec.gov.
Regarding Hyperscale Data, Inc.
Through its wholly-owned subsidiaries Sentinum, Inc, and Hyperscale Data, Hyperscale Data owns and operates a data center that provides hosting and server hosting services for the emerging AI ecosystem as well as other industries. Another wholly-owned subsidiary of Hyperscale Data, Ault Capital Group (referred to as ACG), is a hybrid private equity firm and operating company that acquires, finances, builds, and actively manages businesses across various fields including financial services, digital assets, industrial services, hospitality, defense technology, and more.
Hyperscale Data Currently, it is anticipated that the divestiture of ACG ("Divestiture") will occur in 2027. Upon completion of the divestiture, the company will become the owner and operator of a data center that supports high-performance computing services, while also holding digital assets as well as its third wholly-owned subsidiaries, Omnipresent Robotics and LLC. Prior to the divestiture, the company will continue to provide mission-critical products that support multiple industries through ACG and its wholly-owned and controlled subsidiaries, as well as strategic investments, including the AI software platform, equipment leasing services, defense/aerospace, industrial, automotive, and hospitality businesses. In addition, ACG is actively engaged in private lending and structured financing activities through its licensed lending subsidiaries Ault Lending and LLC. Hyperscale Data is headquartered at 190 Room 11411, Southern Highlands Parkway, Las Vegas, Nevada, with the postal code 89141.
On December 23, 2024, the company issued 1 million newly designated Series F exchangeable preferred shares to all common shareholders and holders of Series C preferred shares on a converted basis. This separation will be achieved by voluntarily exchanging Series F preferred shares for Class A and Class B common shares of ACG (collectively referred to as "ACG shares"). The company reminds shareholders that only those who return such Series F preferred shares in the exchange offer for separation and who have not properly withdrawn their returns will be entitled to receive ACG shares, and thus become shareholders of ACG after the separation takes place.
Forward-looking Statements
This press release contains “forward-looking statements” regarding future events and future performance. Such forward-looking statements typically include projections, assumptions, or references to future events or conditions, and use words or phrases such as “believe,” “plan,” “expect,” “predict,” “estimate,” “anticipate,” “intend,” “strategy,” “future,” “opportunity,” “possible,” “will,” “should,” “can,” “potential,” and similar expressions. Statements that are not historical facts are considered forward-looking statements. Forward-looking statements are based on current beliefs and assumptions, but these beliefs and assumptions carry risks and uncertainties.
Forward-looking statements are only valid as of the date they are made, and the company has no obligation to publicly update any such statements due to new information or future events, except as required by law. Due to various factors, actual results may differ significantly from those contained in any forward-looking statements. Additional factors that may affect the company's business and financial results, including potential risk factors, are contained in the documents submitted by the company to the U.S. Securities and Exchange Commission, including but not limited to the company's 10-K, 10-Q, and 8-K forms. All documents can be found at www.sec.gov as well as on the company's website at hyperscaledata.com.
