Hyperscale Data, Inc. (GPUS) entered into a note purchase agreement with an institutional investor to sell up to $27.03 million in aggregate principal amount of convertible promissory notes for total gross proceeds of up to $25 million. The financing is structured in multiple tranches, with an initial $10 million note issued on November 6, 2026.
Key Details
- Financing Structure: The agreement includes an initial $10.81M principal note (for $10M proceeds), a second $5.41M principal note (for $5M proceeds) expected around November 16, 2026, and a potential additional $10.81M note (for $10M proceeds) exercisable by mutual agreement within three months.
- Note Terms: The notes carry an 8% annual interest rate (18% upon default), a 7.5% original issue discount, and a maturity date of February 5, 2027, which can be extended to May 5, 2027, upon stockholder approval.
- Conversion Price: The notes are convertible into common stock at a price equal to the lower of (a) $0.30 or (b) a 10% discount to the lowest 5-day volume-weighted average price (VWAP) prior to conversion, subject to a floor price of $0.1025 per share.
- Issuance Limitation: The number of shares issuable upon conversion is limited to 19.99% of outstanding shares as of November 6, 2026, unless the company obtains stockholder approval, which it has agreed to seek.