Form NT 10-Q Hyperscale Data, Inc. For: Mar 31

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 12b-25

 

Commission File Number: 001-12711

 

NOTIFICATION OF LATE FILING

  

¨Form 10-K	¨ Form 20-F	¨ Form 11-K	ý Form 10-Q
¨ Form 10-D	¨ Form N-CEN	¨ Form N-CSR

 

For Period Ended: March 31, 2026

 

¨ Transition Report on Form 10-K		¨ Transition Report on Form 11-K
¨ Transition Report on Form 20-F		¨ Transition Report on Form 10-Q

 

For the Transition Period Ended: _______________________________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification

relates: _______________________________________

 

 PART I

REGISTRANT INFORMATION

 

Full name of registrant		Hyperscale Data, Inc.
Address of principal executive office		11411 Southern Highlands Parkway, Suite 190
City, state and zip code		Las Vegas, NV 89141

 

PART II

RULE 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III

NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the fiscal quarter ended March 31, 2026 has imposed requirements that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the registrant.

 

Part IV

Other Information

 

(1) Name and telephone number of person to contact in regard to this notification

 

Kenneth S. Cragun	(949)	444-5464
(Name)	(Area Code)	(Telephone Number)

  

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

x Yes      ¨ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

x Yes      ¨ No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Registrant’s results of operations for the three months ended March 31, 2026 will reflect changes as compared to the corresponding period for the three months ended March 31, 2025.

 

The Registrant’s total revenue for the three months ended March 31, 2026 was approximately $44 million, compared to approximately $25 million for the three months ended March 31, 2025, representing an increase of approximately $19 million, or 76%.

 

The increase in total revenue was primarily driven by higher revenue from lending and trading activities and the inclusion of revenue from the reconsolidation of Gresham Worldwide, Inc. (“Gresham”), partially offset by a decrease in revenue from the Registrant’s energy and infrastructure segment.

 

Revenues from the Registrant’s lending and trading activities increased by approximately $12 million to approximately $12 million for the three months ended March 31, 2026 driven primarily by litigation-related proceeds associated with legacy ownership interests held by Ault Lending, LLC and unrealized gains on investments in other equity securities.

 

Revenue attributable to Gresham was approximately $10 million for the three months ended March 31, 2026, with no comparable revenue in the prior year period, as Gresham was reconsolidated upon its emergence from Chapter 11 bankruptcy proceedings in late 2025.

 

Revenue from the Registrant’s energy and infrastructure segment decreased by approximately $3 million, or 21%, to $11 million, reflecting reduced demand from oil and gas customers.

 

Crypto asset mining revenue was approximately $5 million for both the three months ended March 31, 2026 and 2025.

 

Revenue from hotel and real estate operations was approximately $4 million for both the three months ended March 31, 2026 and 2025.

 

Revenue from TurnOnGreen, Inc. was approximately $2 million for both the three months ended March 31, 2026 and 2025.

 

 

The Registrant’s net loss increased to approximately $30 million for the three months ended March 31, 2026, compared to approximately $5 million for the three months ended March 31, 2025.

 

The change in net loss is primarily attributable to:

 

·

An aggregate $12 million unfavorable change in fair value of crypto assets and crypto assets, restricted;

 

·

An increase in general and administrative expenses of approximately $10 million, driven by the reconsolidation of Gresham in late 2025 as well as higher compensation costs, professional fees and other operating costs;

 

·

An increase in selling and marketing expenses of approximately $4 million, primarily related to increased promotional activity; and

 

·

The absence of certain non-recurring gains recognized in the prior year period, including a $10 million gain on deconsolidation of subsidiary for the three months ended March 31, 2025.

 

Because the Registrant has not yet finalized its financial statements for the three months ended March 31, 2026, the foregoing amounts are preliminary and subject to change, and the Registrant is unable to provide more detailed or finalized quantitative information at this time.

 

 

HYPERSCALE DATA, INC.

(Name of Registrant as Specified in Charter)

 

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 15, 2026	/s/ Kenneth S. Cragun
	By: Kenneth S. Cragun
	Title:  Chief Financial Officer

 

 

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