Las Vegas – November 10, 2026 -- Hyperscale Data (NYSE American: GPUS) plans an exchange offer for up to 192,307,692 Class A common shares at an implied $0.26 per share, an 82% premium to the November 6 close of $0.1429.
Each 100 common shares convert into $2.00 in cash and one 12% preferred share
Holders can tender blocks of 100 shares for one unit. Each unit consists of $2.00 in cash and one preferred share with a $24.00 stated value. The preferred stock carries an annual dividend of 12.00%.
The offer requires holders to tender at least 100 million common shares.
Hyperscale Data targets a November 17 launch and a NYSE American listing for the preferred
The AI data center operator expects to launch the offer around November 17, 2026. Launch remains subject to board approval, regulatory approval and customary closing conditions. Terms will be set out in an Offer to Exchange filed with the U.S. Securities and Exchange Commission.
The company will apply to list the preferred stock on NYSE American. If approved, trading is expected to begin within 30 days of the listing approval.
The company expects to rely on the Section 3(a)(9) exemption from registration under the Securities Act of 1933. Preferred shares received for freely tradeable common stock will be freely tradeable. Preferred shares received for restricted common stock will carry the same restrictions.
Management says cash and Bitcoin holdings outstrip the current share price
Hyperscale Data argues its market valuation does not reflect balance sheet strength, including its cash and Bitcoin holdings. Executive Chairman Milton "Todd" Ault III cited a "material disconnect" between intrinsic value and the trading price. He described the offer as liquidity for holders, a fixed payment stream, and a repurchase of a meaningful share of stock at what management considers undervalued levels.
Divestiture of Ault Capital Group is still expected in 2027
The offer runs alongside a separate planned divestiture of Ault Capital Group, which the company expects in 2027. Afterward, Hyperscale Data would own and operate data centers for high-performance computing. It would also hold digital assets and the subsidiary Omnipresent Robotics.
The divestiture will proceed through a voluntary exchange of Series F Exchangeable Preferred Stock. The company issued one million Series F shares on December 23, 2024. Only holders who surrender their Series F shares and do not withdraw them will receive Ault Capital Group shares.