CoverageForm 410-K10-Q8-K13D13G13F

AULT Ault Alliance, Inc. - 8-K

Filed May 28, 2026. See issuer overview · financials · original on SEC.gov ↗
Accession
0001214659-26-006815
1.027.019.01

Item 1.02 - Termination of a Material Definitive Agreement

135 words

Item 1.02

Termination of a Material Agreement

On May 27, 2026, Hyperscale Data, Inc. (the
“ Company ”) provided written notice to Spartan Capital Securities, LLC, as lead sales agent (the “ Agent ”)
of its election to terminate the amended and restated At-the-Market (“ ATM ”) Issuance Sales Agreement (the “ Agreement” ),
dated January 16, 2026, by and among the Company, the Agent and Wilson-Davis & Co., Inc., as an additional sales agent, with regards
to sales of the Company’s class A common stock, par value $0.001 per share (the “ Common Stock ”) under the Agreement.
The Company had sold approximately 137.6 million shares of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately
$0.1793 per share, under the ATM. The termination is effective as of June 8, 2026.

Item 7.01 - Regulation FD Disclosure

285 words · Exhibit 99.1 attached

Item 7.01

Regulation FD Disclosure

On May 28, 2026, the Company issued a press
release announcing the termination of the ATM. A copy of this press release is furnished herewith as  Exhibit 99.1  and
is incorporated by reference herein.

In accordance with General Instruction B.2
of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality
of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

The Securities and Exchange Commission encourages
registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make
informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ
materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.

Exhibit 99.1 · 889 words

EX-99.1
2
ex99_1.htm
EXHIBIT 99.1

Exhibit 99.1

Hyperscale Data Announces Termination of the Sales
Agreement Providing for Its ATM Offering

LAS VEGAS--(PR NEWSWIRE) - May 28, 2026 -
Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence (“ AI ”)
data center company anchored by Bitcoin (“ Hyperscale Data ” or the “ Company ”), today announced that
it has terminated the amended and restated At-the-Market (“ ATM ”) Issuance Sales Agreement (the “ Agreement ”),
dated January 16, 2026, by and among the Company, Spartan Capital Securities, LLC, as lead sales agent (the “ Agent ”)
and Wilson-Davis & Co., Inc., as an additional sales agent, with regards to sales of the Company’s Class A common stock, par
value $0.001 per share (the “ Common Stock ”) under the Agreement. The Company has sold approximately 137.6 million shares
of Common Stock and raised approximately $24.7 million in gross proceeds, or approximately $0.1793 per share, pursuant to the ATM.

The Company initiated the 10-day termination process
of the ATM with the Agent on May 27, 2026, with the official termination to take effect on June 8, 2026. However, the Company will not
engage in further sales of its Common Stock under the ATM. Upon termination, the Company will have no further obligations related to the
ATM.

The Company may evaluate capital markets options in
the future as appropriate and in the best interests of the Company and its stockholders.

This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of shares of the Common Stock in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or other jurisdiction.

For more information on Hyperscale Data and its subsidiaries,
Hyperscale Data recommends that stockholders, investors and any other interested parties read Hyperscale Data’s public filings and
press releases available under the Investor Relations section at hyperscaledata.com or available at www.sec.gov.

About Hyperscale Data, Inc.

Through its wholly owned subsidiary Sentinum, Inc.,
Hyperscale Data owns and operates a data center at which it mines digital assets and offers colocation and hosting services for the emerging
AI ecosystems and other industries. Hyperscale Data’s other wholly owned subsidiary, Ault Capital Group, Inc. (“ ACG ”),
is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.

Hyperscale Data currently expects the divestiture
of ACG (the “ Divestiture ”) to occur in the second quarter of 2027. Upon the occurrence of the Divestiture, the Company
would be an owner and operator of data centers to support high-performance computing services, as well as a holder of the digital assets.
Until the Divestiture occurs, the Company will continue to provide, through ACG and its wholly and majority-owned subsidiaries and strategic
investments, mission-critical products that support a diverse range of industries, including an AI software platform, equipment rental
services, defense/aerospace, industrial, automotive and hotel operations. In addition, ACG is actively engaged in private credit and structured
finance through Ault Lending, LLC, a licensed lending subsidiary. Hyperscale Data’s headquarters are located at 11411 Southern Highlands
Parkway, Suite 190, Las Vegas, NV 89141.

On December 23, 2024, the Company issued one million
(1,000,000) shares of a newly designated Series F Exchangeable Preferred Stock (the “ Series F Preferred Stock ”) to
all common stockholders and holders of the Series C Preferred Stock on an as-converted basis. The Divestiture will occur through the voluntary
exchange of the Series F Preferred Stock for shares of Class A Common Stock and Class B Common Stock of ACG (collectively, the “ ACG
Shares ”). The Company reminds its stockholders that only those holders of the Series F Preferred Stock who agree to surrender
such shares, and do not properly withdraw such surrender, in the exchange offer through which the Divestiture will occur, will be entitled
to receive the ACG Shares and consequently be shareholders of ACG upon the occurrence of the Divestiture.

Forward-Looking Statements

This press release contains
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive
in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties.

Forward-looking statements speak only as
of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future
events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K,
10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at hyperscaledata.com.

Hyperscale Data Investor Contact:

[email protected] or 1-888-753-2235

Item 9.01 - Financial Statements and Exhibits

69 words

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

99.1

Press release regarding the termination of the ATM, issued by the Company on May 28, 2026

101

Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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