Hyperscale Data, Inc. (NYSE:GPUS), a diversified holding company ("Hyperscale Data" or the "Company"), announced today that it has entered into a Securities Purchase Agreement (the "Agreement") providing for up to $25 million of financing (the "Financing") from Ault & Company, Inc., a related party ("A&C"). Pursuant to the Agreement, Hyperscale Data has agreed to issue and sell to A&C up to $25 million in shares of Series G Convertible Preferred Stock (the "Preferred Shares"). The Preferred Shares will be senior to all other classes of preferred stock the Company has outstanding except with respect to the Series C Convertible Preferred Stock (the "Series C Preferred Stock"), with which it ranks in parity, as well as senior to the Company's Class A common stock ("Common Stock").
Each Preferred Share shall have a stated value of $1,000.00 per share and, upon stockholder approval, shall be convertible at the holder's option into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share (the "Floor Price"), which Floor Price shall not, except for voting rights purposes, be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of (A) $6.74, or (B) a 5% premium to the closing sale price of the Common stock on the day immediately prior to the date of conversion (the "Conversion Price"). The Conversion Price will be subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the Common Stock. The Preferred Stock also has "full ratchet" price protection in the event the Company should issue securities at a lower price than the Conversion Price. The Preferred Stock shall pay a dividend at an annual rate of 9.5%, which the Company may, during the first two years, pay in shares of Common Stock.
Further, A&C will receive warrants ("Warrants") to purchase up to approximately 4.25 million shares of Common Stock, presuming that the full amount of the Preferred Shares is sold, exercisable for five years at $5.92 per share, subject to adjustment.
The proceeds from the Financing will be used for expansion of the MI data center to support infrastructure upgrades necessary to support the growing demands of high-performance computing services powering Artificial Intelligence solutions, repayment of outstanding indebtedness and general working capital purposes.
