SCHEDULE: Ault & Co. Boosts Hyperscale Data Stake to 53.17%

Ault & Company and Milton C. Ault, III have significantly increased their beneficial ownership in Hyperscale Data, Inc., now controlling over 53% of Class A Common Stock on a fully diluted basis.

Summary

• Ault & Company, Inc. and Milton C. Ault, III have amended their Schedule 13D filing for Hyperscale Data, Inc., reporting increased beneficial ownership.
• Ault & Company beneficially owns 147,504,946 Class A Shares, representing 53.17% of the class.
• Milton C. Ault, III beneficially owns 147,524,542 Class A Shares, representing 53.18% of the class.
• This ownership includes direct Class A shares, Class B shares convertible to Class A, Series C, G, and H Convertible Preferred Stock convertible to Class A, and outstanding warrants exercisable into Class A shares.
• The calculation for preferred stock conversion is based on a conversion price of $0.3705 per Class A share.
• A significant portion of the beneficial ownership stems from 50,000 shares of Series C Preferred Stock (cost $50M, convertible to 134.95M Class A shares), 960 shares of Series G Preferred Stock (cost $960K, convertible to 2.59M Class A shares), and 4,000 shares of Series H Preferred Stock (cost $4M, convertible to 5.07M Class A shares).
• Ault & Company purchased 10,000 Class A shares at $0.5724 on August 20, 2025.
• Milton C. Ault, III made multiple purchases totaling 14,630 Class A shares between August 19, 2025, and September 26, 2025, at prices ranging from $0.3753 to $0.5991.
• The filing notes an exclusion of 5,728,000 Class A Shares issuable upon conversion of Series H Preferred Stock due to NYSE American limitations requiring stockholder approval.
• Ault & Company and Mr. Ault's beneficial ownership represents 25.90% and 25.92% of the Issuer's total voting power, respectively, due to Class B shares having 10 votes per share.

Sentiment

Score: 6

Explanation: The significant increase in beneficial ownership by a major investor like Ault & Company and its CEO, Milton C. Ault, III, indicates a strong vote of confidence and substantial capital commitment to Hyperscale Data, Inc. However, the complex capital structure, potential dilution from conversions, and regulatory limitations on some conversions introduce elements of uncertainty and risk, preventing a higher sentiment score.

Positives

• Ault & Company and Milton C. Ault, III have significantly increased their beneficial ownership, demonstrating strong conviction in Hyperscale Data, Inc.
• The substantial investment in preferred stock and warrants by Ault & Company provides capital to the Issuer.
• Recent open market purchases by Milton C. Ault, III indicate continued confidence at current market prices.

Negatives

• The beneficial ownership calculation excludes 5,728,000 Class A Shares from Series H Preferred Stock conversion due to NYSE American limitations requiring stockholder approval, which could delay full realization of Ault's stake.
• The conversion price of $0.3705 used for preferred stock calculations is lower than some recent purchase prices by Mr. Ault, suggesting potential dilution for other shareholders if the stock price is higher than this conversion price.
• The complex capital structure with various preferred stock series and warrants could be difficult for investors to fully assess.

Risks

• Potential dilution for existing shareholders if the preferred stock and warrants are converted into Class A shares, especially at lower conversion prices.
• Regulatory hurdles, such as NYSE American stockholder approval, could delay or prevent the full conversion of certain preferred stock series.
• The significant concentration of ownership by Ault & Company and Milton C. Ault, III could reduce liquidity for other shareholders and impact corporate governance dynamics.

Future Outlook

No explicit forward-looking statements or guidance are provided in the filing beyond the mechanics of security conversions.

Industry Context

This filing is a Schedule 13D amendment, which primarily reports changes in beneficial ownership by a significant shareholder. It does not contain information about the company's operations, financial performance, or broader industry trends. Therefore, a detailed industry context analysis is not directly derivable from this document.

Related Party Transactions

• Ault & Company's purchase of Series C, G, and H Preferred Stock and warrants from Hyperscale Data, Inc.
• Ault & Company's involvement with a $17.5 million Senior Secured Convertible Promissory Note from Hyperscale Data, Inc.
• Milton C. Ault, III's direct purchases of Class A shares and receipt of Class A shares from RSU vesting, given his role as an officer and director of the Issuer.
• Mr. Nisser's receipt of Class A shares from RSU vesting, given his role as an officer and director of the Issuer.

Stakeholder Impact

• Shareholders: Potential for significant dilution from the conversion of preferred stock and warrants held by Ault & Company. Increased concentration of voting power with Ault & Company and Milton C. Ault, III.
• Company (Hyperscale Data, Inc.): Benefited from capital infusion through the sale of preferred stock and the senior note (though repaid).
• Ault & Company/Milton C. Ault, III: Increased control and potential for significant returns if the company performs well and conversion prices are favorable.

Key Dates

Recommendation

The filing indicates a substantial and increasing stake by a major investor, Ault & Company, and its CEO, Milton C. Ault, III, in Hyperscale Data, Inc. This suggests a strong belief in the company's long-term prospects, which is generally a positive signal. However, the complex capital structure involving various preferred stock series with different conversion terms, the potential for significant dilution from these conversions, and the NYSE American limitations on certain conversions introduce considerable uncertainty. While the insider buying is a positive indicator, the overall situation warrants a cautious approach until the implications of the capital structure and conversion dynamics are clearer.

Keywords

Hyperscale Data, Ault & Company, Milton C. Ault III, Schedule 13D, beneficial ownership, Class A Common Stock, preferred stock, warrants, SEC filing, corporate governance, investment, equity stake