SCHEDULE: Hyperscale Data Inc. Ownership Update

Hyperscale Data, Inc. reports an amendment to its Schedule 13D, detailing significant beneficial ownership by Ault & Company, Inc. and Milton C. Ault, III.

Summary

• This filing is an amendment to a Schedule 13D for Hyperscale Data, Inc., concerning Class A Common Stock.
• It details the beneficial ownership of several reporting persons, primarily Ault & Company, Inc. and Milton C. Ault, III.
• Ault & Company, Inc. beneficially owns 493,762,908 Class A Shares, representing 51.8% of the class.
• Milton C. Ault, III beneficially owns 495,555,929 Class A Shares, representing 52.0% of the class.
• The ownership includes direct shares, shares issuable from convertible preferred stock, convertible Class B stock, and warrants, as well as exercisable stock options.
• Transactions in the past 60 days include purchases of Class A Common Stock by Ault & Company, Inc. and Milton C. Ault, III on May 19, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an update on ownership and financing structures rather than performance indicators. The significant ownership and potential dilution are key considerations.

Positives

• Ault & Company, Inc. and Milton C. Ault, III maintain significant beneficial ownership, indicating continued strategic interest and control.
• The filing details the conversion mechanisms and prices for various preferred stock and warrants, providing clarity on potential future share issuances.
• Stock options for key personnel have vested or are becoming exercisable, aligning management incentives with company performance.

Negatives

• The significant beneficial ownership by a few parties could indicate a lack of broad public float or potential for concentrated decision-making.
• The complex structure of convertible securities and warrants could lead to substantial dilution for existing shareholders upon conversion or exercise.

Risks

• Potential for significant dilution of Class A Common Stock due to the conversion of Series C, G, and H Convertible Preferred Stock and the exercise of outstanding warrants.
• The conversion price for Series C, G, and H Preferred Stock is tied to market prices, which could result in a higher effective price and thus more shares issued if the stock price is low.
• The large percentage of beneficial ownership held by Ault & Company, Inc. and Milton C. Ault, III could lead to concentrated control and potential conflicts of interest.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, it details the potential for significant share dilution through the conversion of preferred stock and exercise of warrants, which is a key factor for future share structure.

Management Comments

• The filing notes that for purposes of this Schedule 13D filing, calculations for shares issuable upon conversion of preferred stock are based upon a conversion price of $0.1155.
• The filing clarifies that the purchase price of Series C, G, and H Preferred Stock and associated warrants owned by Ault & Company, Inc. totaled $50,000,000, $960,000, and $4,000,000 respectively.
• The Senior Note, in the principal face amount of $17.5 million, was sold to Ault & Company by the Issuer for $17.5 million and was subsequently repaid.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment reflects a common strategy in the data center and technology infrastructure sector where significant capital is often raised through convertible instruments and strategic investments by entities like Ault & Company, Inc., which specialize in such financing.

Related Party Transactions

• The filing details transactions between Hyperscale Data, Inc. and Ault & Company, Inc., including the purchase of preferred stock, warrants, and a convertible promissory note.

Stakeholder Impact

• Shareholders may experience dilution if preferred stock is converted or warrants are exercised, potentially impacting the value of their holdings.
• Management and employees with stock options have their incentives aligned with potential future stock price appreciation, especially with recent vesting events.

Next Steps

• Monitoring of future conversions of preferred stock and exercise of warrants.
• Tracking of any further transactions by Ault & Company, Inc. and Milton C. Ault, III.
• Observing the vesting schedule of remaining stock options for key personnel.

Key Dates

Recommendation

The filing indicates significant beneficial ownership and potential for dilution, but no new operational or financial performance data. A 'hold' recommendation is appropriate pending further clarity on the company's operational trajectory and the impact of its capital structure.

Keywords

Hyperscale Data, Inc., Schedule 13D, Beneficial Ownership, Ault & Company, Inc., Milton C. Ault, III, Class A Common Stock, Convertible Preferred Stock, Warrants, Stock Options, SEC Filing