Hyperscale Data, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________. Commission file number 1-12711 HYPERSCALE DATA, INC. ( Exact name of registrant as specified in its charter ) Delaware 94-1721931 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 11411 Southern Highlands Parkway , Suite 190 Las Vegas , NV 89141 (Address of principal executive offices) (Zip code) ( 949 ) 444-5464 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value GPUS NYSE American 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share GPUS PD NYSE American Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x At May 19, 2025, the registrant had outstanding 2,227,566 shares of Class A common stock and 4,994,588 shares of Class B common stock. HYPERSCALE DATA, INC. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 F-1 Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024 F-3 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and 2024 F-4 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 F-6 Notes to Condensed Consolidated Financial Statements F-8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures about Market Risk 9 Item 4. Controls and Procedures 9 PART II – OTHER INFORMATION Item 1. Legal Proceedings 11 Item 1A. Risk Factors 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Mine Safety Disclosures 12 Item 5. Other Information 12 Item 6. Exhibits 12 Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law. PART I – FINANCIAL INFORMATION Item 1. Financial Statements. HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, 2025 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,241,000 $ 4,546,000 Restricted cash 20,371,000 20,476,000 Accounts receivable, net 9,154,000 6,165,000 Inventories 1,458,000 1,817,000 Investment in promissory notes and other, related party 19,816,000 20,802,000 Loans receivable, current 1,369,000 1,369,000 Prepaid expenses and other current assets 2,449,000 3,238,000 TOTAL CURRENT ASSETS 58,858,000 58,413,000 Intangible assets, net 1,718,000 1,844,000 Property and equipment, net 141,237,000 144,357,000 Right-of-use assets 4,258,000 3,697,000 Investments in common stock and equity securities, related party 2,181,000 2,190,000 Investments in other equity securities 2,804,000 2,802,000 Other assets 7,493,000 7,463,000 TOTAL ASSETS $ 218,549,000 $ 220,766,000 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 52,537,000 $ 59,475,000 Operating lease liability, current 1,489,000 1,627,000 Notes payable, current 91,909,000 95,768,000 Notes payable, related party, current 200,000 164,000 Convertible notes payable, current 22,906,000 19,569,000 Guarantee liability 38,900,000 38,900,000 TOTAL CURRENT LIABILITIES 207,941,000 215,503,000 LONG-TERM LIABILITIES Operating lease liability, non-current 2,989,000 2,269,000 Notes payable, non-current 829,000 904,000 TOTAL LIABILITIES 211,759,000 218,676,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 1 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (continued) (Unaudited) March 31, December 31, 2025 2024 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY Preferred stock, $ 0.00 1 par value - 25,000,000 shares authorized; 2,160,267 and 2,029,450 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively (liquidation preference of $ 79,630,000 as of March 31, 2025) 2,000 2,000 Class A Common Stock, $ 0.001 par value – 500,000,000 shares authorized; 1,429,995 and 1,259,893 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 1,000 1,000 Class B Common Stock, $ 0.001 par value – 25,000,000 shares authorized; 4,995,724 and 4,998,597 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 5,000 5,000 Additional paid-in capital 672,082,000 668,817,000 Accumulated deficit ( 665,692,000 ) ( 628,950,000 ) Accumulated other comprehensive loss ( 88,000 ) ( 668,000 ) Treasury stock, at cost - ( 30,571,000 ) TOTAL HYPERSCALE DATA STOCKHOLDERS’ EQUITY 6,310,000 8,636,000 Non-controlling interest 480,000 ( 6,546,000 ) TOTAL STOCKHOLDERS’ EQUITY 6,790,000 2,090,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 218,549,000 $ 220,766,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 2 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended March 31, 2025 2024 Revenue, crane operations $ 13,769,000 $ 12,918,000 Revenue, crypto assets mining 5,198,000 11,447,000 Revenue, hotel and real estate operations 3,665,000 3,308,000 Revenue, lending and trading activities ( 28,000 ) 9,099,000 Revenue, other 2,417,000 1,593,000 Total revenue 25,021,000 38,365,000 Cost of revenue, crane operations 8,247,000 7,715,000 Cost of revenue, crypto assets mining 7,031,000 8,544,000 Cost of revenue, hotel and real estate operations 2,844,000 2,817,000 Cost of revenue, lending and trading activities - - Cost of revenue, other 1,616,000 1,101,000 Total cost of revenue 19,738,000 20,177,000 Gross profit 5,283,000 18,188,000 Operating expenses Research and development 129,000 111,000 Selling and marketing 2,334,000 4,048,000 General and administrative 9,204,000 10,372,000 Total operating expenses 11,667,000 14,531,000 (Loss) income from operations ( 6,384,000 ) 3,657,000 Other income (expense): Interest and other income 240,000 523,000 Interest expense ( 3,839,000 ) ( 5,631,000 ) Gain on conversion of investment in equity securities to marketable equity securities - 17,900,000 (Loss) gain on extinguishment of debt ( 4,569,000 ) 1,405,000 Loss from investment in unconsolidated entity - ( 667,000 ) Gain on deconsolidation of subsidiary 10,049,000 - Provision for loan losses, related party - ( 3,068,000 ) (Loss) gain on the sale of fixed assets ( 161,000 ) 68,000 Total other expense, net 1,720,000 10,530,000 (Loss) income before income taxes ( 4,664,000 ) 14,187,000 Income tax provision (benefit) 59,000 ( 1,000 ) Net (loss) income from continuing operations ( 4,723,000 ) 14,188,000 Net loss from discontinued operations - ( 3,336,000 ) Net (loss) income ( 4,723,000 ) 10,852,000 Net loss (income) attributable to non-controlling interest 518,000 ( 7,135,000 ) Net (loss) income attributable to Hyperscale Data, Inc. ( 4,205,000 ) 3,717,000 Preferred dividends ( 1,966,000 ) ( 1,260,000 ) Net (loss) income available to common stockholders $ ( 6,171,000 ) $ 2,457,000 Basic net (loss) income per common share: Continuing operations $ ( 0.98 ) $ 5.56 Discontinued operations - ( 3.20 ) Net (loss) income per common share $ ( 0.98 ) $ 2.36 Diluted net (loss) income per common share: Continuing operations $ ( 0.98 ) $ 5.55 Discontinued operations - ( 3.20 ) Net (loss) income per common share $ ( 0.98 ) $ 2.36 Weighted average common shares outstanding: Basic 6,284,000 460,000 Diluted 6,284,000 1,043,000 Comprehensive (loss) income Net (loss) income available to common stockholders $ ( 6,171,000 ) $ 2,457,000 Foreign currency translation adjustment 6,000 63,000 Other comprehensive income 6,000 63,000 Total comprehensive (loss) income $ ( 6,165,000 ) $ 2,520,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 3 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2025 Preferred Stock Class A Common Class B Common Accumulated Series A Series C Series D Series E Series F Series G Stock Stock Additional Other Non- Total Par Par Par Par Par Par Paid-In Accumulated Comprehensive Controlling Treasury Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Loss Interest Stock Equity BALANCES, January 1, 2025 7,040 $ - 50,000 $ - 323,835 $ - 649,998 $ 1,000 998,577 $ 1,000 - $ - 1,259,893 $ 1,000 4,998,597 $ 5,000 $ 668,817,000 $ ( 628,950,000 ) $ ( 668,000 ) $ ( 6,546,000 ) $ ( 30,571,000 ) $ 2,090,000 Issuance of Series G preferred stock, related party - - - - - - - - - - 860 - - - - - 544,000 - - - - 544,000 Fair value of warrants issued in connection with Series G preferred stock, related party - - - - - - - - - - - - - - - - 316,000 - - - - 316,000 Issuance of Series D preferred stock for cash - - - - 129,957 - - - - - - - - - - - 1,922,000 - - - - 1,922,000 Class B common stock dividend - - - - - - - - - - - - 2,873 - ( 2,873 ) - - - - - - - Stock-based compensation 67,000 - - - - 67,000 Issuance of Class A common stock for conversion of debt - - - - - - - - - - - - 167,229 - - - 417,000 - - - - 417,000 Net loss attributable to Hyperscale Data - - - - - - - - - - - - - - - - - ( 4,205,000 ) - - - ( 4,205,000 ) Series A preferred dividends ($0.62 per share) - - - - - - - - - - - - - - - - - ( 4,000 ) - - - ( 4,000 ) Series C preferred dividends ($23.57 per share) - - - - - - - - - - - - - - - - - ( 1,179,000 ) - - - ( 1,179,000 ) Series D preferred dividends ($1.06 per share) - - - - - - - - - - - - - - - - - ( 413,000 ) - - - ( 413,000 ) Series E preferred dividends ($0.57 per share) - - - - - - - - - - - - - - - - - ( 370,000 ) - - - ( 370,000 ) Retirement of treasury stock - - - - - - - - - - - - - - - - - ( 30,571,000 ) - - 30,571,000 - Foreign currency translation adjustments - - - - - - - - - - - - - - - - - - 6,000 - - 6,000 Net loss attributable to non-controlling interest - - - - - - - - - - - - - - - - - - - ( 518,000 ) - ( 518,000 ) Deconsolidation of subsidiary - - - - - - - - - - - - - - - - - - 574,000 7,545,000 - 8,119,000 Other - - - - - - - - - - - - - - - - ( 1,000 ) - - ( 1,000 ) - ( 2,000 ) BALANCES, March 31, 2025 7,040 $ - 50,000 $ - 453,792 $ - 649,998 $ 1,000 998,577 $ 1,000 860 $ - 1,429,995 $ 1,000 4,995,724 $ 5,000 $ 672,082,000 $ ( 665,692,000 ) $ ( 88,000 ) $ 480,000 $ - $ 6,790,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 4 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Three Months Ended March 31, 2024 Preferred Stock Accumulated Series A Series C Series D Class A Common Stock Additional Other Total Par Par Par Paid-In Accumulated Comprehensive Non-Controlling Treasury Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Loss Interest Stock Equity BALANCES, January 1, 2024 7,040 $ - 41,500 $ - 425,197 $ - 127,322 $ - $ 644,856,000 $ ( 567,469,000 ) $ ( 2,097,000 ) $ 11,957,000 $ ( 30,571,000 ) $ 56,676,000 Issuance of Series C preferred stock, related party for cash - - 2,000 - - - - - 1,818,000 - - - - 1,818,000 Fair value of warrants issued in connection with Series C preferred stock, related party - - - - - - - - 182,000 - - - - 182,000 Stock-based compensation - - - - - - - - 577,000 - - - - 577,000 Issuance of Class A common stock for cash - - - - - - 731,688 1,000 14,598,000 - - - - 14,599,000 Financing cost in connection with sales of Class A common stock - - - - - - - - ( 513,000 ) - - - - ( 513,000 ) Sale of subsidiary stock to non-controlling interests - - - - - - - - - - - 1,485,000 - 1,485,000 Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest - - - - - - - - - - - ( 170,000 ) - ( 170,000 ) Conversion of RiskOn International Inc. (“ROI”) convertible note - - - - - - - - - - - 863,000 - 863,000 Net income attributable to Hyperscale Data - - - - - - - - - 3,717,000 - - - 3,717,000 Series A preferred dividends ($0.63 per share) - - - - - - - - - ( 4,000 ) - - - ( 4,000 ) Series C preferred dividends ($25.53 per share) - - - - - - - - - ( 992,000 ) - - - ( 992,000 ) Series D preferred dividends ($0.81 per share) - - - - - - - - - ( 264,000 ) - - - ( 264,000 ) Foreign currency translation adjustments - - - - - - - - - - 36,000 - - 36,000 Net income attributable to non-controlling interest - - - - - - - - - - - 7,135,000 - 7,135,000 Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Hyperscale Data Class A common stockholders ($5.70 per share) - - - - - - - - ( 4,900,000 ) - - 4,900,000 - - Distribution of ROI investment in White River Energy Corp. (“White River”) to ROI stockholders - - - - - - - - - - - ( 19,210,000 ) - ( 19,210,000 ) Net loss attributable to non-controlling interest of deconsolidated subsidiary ( 891,000 ) ( 891,000 ) Other - - - - ( 101,362 ) - - - ( 2,000 ) ( 23,000 ) - - - ( 25,000 ) BALANCES, March 31, 2024 7,040 $ - 43,500 $ - 323,835 $ - 859,010 $ 1,000 $ 656,616,000 $ ( 565,035,000 ) $ ( 2,061,000 ) $ 6,069,000 $ ( 30,571,000 ) $ 65,019,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 5 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net (loss) income $ ( 4,723,000 ) $ 10,852,000 Net loss from discontinued operations - ( 3,336,000 ) Net (loss) income from continuing operations ( 4,723,000 ) 14,188,000 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 5,201,000 5,638,000 Amortization of debt discount 1,105,000 3,754,000 Amortization of right-of-use assets 374,000 387,000 Stock-based compensation 67,000 1,435,000 Losses (gains) on the sale of fixed assets 161,000 ( 68,000 ) Realized losses (gains) on the sale of crypto assets 35,000 ( 738,000 ) Change in fair value of crypto assets 9,000 - Revenue, crypto assets mining ( 5,198,000 ) ( 8,862,000 ) Proceeds from the sale of crypto assets 5,227,000 8,634,000 Realized gains on sale of marketable securities - ( 17,900,000 ) Unrealized losses (gains) on marketable securities 7,000 ( 8,899,000 ) Unrealized losses (gains) on investments in common stock, related parties 17,000 ( 84,000 ) Income from cash held in trust - ( 21,000 ) Provision for loan losses - 3,068,000 Loss (gain) on extinguishment of debt 4,569,000 ( 1,405,000 ) Gain on deconsolidation of subsidiary ( 10,049,000 ) - Other ( 580,000 ) ( 1,196,000 ) Changes in operating assets and liabilities: Marketable equity securities ( 5,000 ) - Accounts receivable ( 3,021,000 ) ( 990,000 ) Inventories 359,000 239,000 Prepaid expenses and other current assets 665,000 501,000 Other assets ( 31,000 ) 395,000 Accounts payable and accrued expenses 2,204,000 ( 7,577,000 ) Lease liabilities ( 352,000 ) ( 129,000 ) Net cash used in operating activities from continuing operations ( 3,959,000 ) ( 9,630,000 ) Net cash used in operating activities from discontinued operations - ( 586,000 ) Net cash used in operating activities ( 3,959,000 ) ( 10,216,000 ) Cash flows from investing activities: Purchase of property and equipment ( 2,880,000 ) ( 1,420,000 ) Cash decrease upon deconsolidation of subsidiary ( 6,000 ) - Investments in loans receivable - ( 134,000 ) Investments in non-marketable equity securities - ( 120,000 ) Proceeds from the sale of fixed assets 158,000 - Investment in notes receivable, related party ( 380,000 ) - Payments (proceeds) from notes receivable, related party 1,945,000 ( 1,472,000 ) Other ( 8,000 ) ( 5,000 ) Net cash used in investing activities from continuing operations ( 1,171,000 ) ( 3,151,000 ) Net cash provided by investing activities from discontinued operations - 1,421,000 Net cash used in investing activities ( 1,171,000 ) ( 1,730,000 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 6 HYPERSCALE DATA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash flows from financing activities: Gross proceeds from sales of Class A common stock $ - $ 14,599,000 Financing cost in connection with sales of Class A common stock - ( 513,000 ) Proceeds from sales of Series D preferred stock 1,922,000 - Proceeds from sales of Series G preferred stock and warrants, related party 860,000 2,000,000 Proceeds from subsidiaries’ sale of stock to non-controlling interests - 1,485,000 Distribution to Circle 8 non-controlling interest - ( 170,000 ) Proceeds from notes payable 17,906,000 15,484,000 Payments on notes payable ( 13,794,000 ) ( 16,755,000 ) Payments on convertible notes payable, related party - ( 188,000 ) Proceeds (payments) on notes payable, related party 36,000 ( 1,894,000 ) Payments of preferred dividends ( 1,966,000 ) ( 1,260,000 ) Proceeds from sales of convertible notes - 1,800,000 Payments on convertible notes ( 250,000 ) ( 1,030,000 ) Net cash provided by financing activities from continuing operations 4,714,000 13,558,000 Net cash used in financing activities from discontinued operations - ( 517,000 ) Net cash provided by financing activities 4,714,000 13,041,000 Effect of exchange rate changes on cash and cash equivalents from continuing operations 6,000 574,000 Net (decrease) increase in cash and cash equivalents and restricted cash ( 410,000 ) 1,669,000 Cash and cash equivalents and restricted cash at beginning of period - continuing operations 25,022,000 11,067,000 Cash and cash equivalents and restricted cash at beginning of period - discontinued operations - 4,301,000 Cash and cash equivalents and restricted cash at beginning of period 25,022,000 15,368,000 Cash and cash equivalents and restricted cash at end of period 24,612,000 17,037,000 Less cash and cash equivalents and restricted cash of discontinued operations at end of period - ( 4,664,000 ) Cash and cash equivalents and restricted cash of continued operations at end of period $ 24,612,000 $ 12,373,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest - continuing operations $ 2,699,000 $ 1,438,000 Cash paid during the period for interest - discontinued operations $ - $ 507,000 Non-cash investing and financing activities: Settlement of accounts payable with crypto assets $ 8,000 $ 8,000 Settlement of interest payable with crypto assets $ - $ 142,000 Settlement of note payable with crypto assets $ - $ 506,000 Conversion of convertible notes payable into shares of Class A common stock $ 417,000 $ - Conversion of debt and equity securities to marketable securities $ - $ 1,810,000 Exchange of related party advances for investment in other equity securities, related party $ - $ 2,000,000 Recognition of new operating lease right-of-use assets and lease liabilities $ 935,000 $ 1,725,000 Remeasurement of Ault Disruptive Technologies Corporation temporary equity $ - $ 23,000 Notes payable exchanged for convertible notes payable $ 9,103,000 $ - Dividend of ROI investment in White River to ROI shareholders $ - $ 19,210,000 Redeemable non-controlling interests in equity of subsidiaries paid with cash and marketable securities held in trust account $ - $ 1,463,000 Dividend paid in TurnOnGreen common stock in additional paid-in capital $ - $ 4,900,000 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F- 7 1. DESCRIPTION OF BUSINESS Hyperscale Data, Inc., a Delaware corporation (“Hyperscale Data” or the “Company”) is a diversified holding company pursuing growth by acquiring and developing undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and/or operates data centers at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence (“AI”) ecosystems and other industries, and provides products and services that support a diverse range of industries, including crane rental services, hotel operations, defense, industrial, an AI software platform and a social gaming platform. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. The Company has the following reportable segments: • Energy and Infrastructure (“Energy”) – crane operations; • Technology and Finance (“Fintech”) – commercial lending, activist investing, and stock trading; • Sentinum, Inc. (“Sentinum”) – crypto assets mining operations and colocation and hosting services for the emerging artificial intelligence ecosystems and other industries; • TurnOnGreen – commercial electronics solutions; • ROI – AI software platform and a social gaming platform; and • Ault Global Real Estate Equities, Inc. (“AGREE”) – hotel operations and other commercial real estate holdings. 2. LIQUIDITY AND FINANCIAL CONDITION As of March 31, 2025, the Company had cash and cash equivalents of $ 4.2 million (excluding restricted cash of $ 20.4 million), negative working capital of $ 149.1 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared based on the assumption that the Company will continue as a going concern and that contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances, including its financial position, cash flow and cash usage forecasts, as well as obligations and debts. Although management has a long history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources beyond the Company’s direct control that management expects to be available within the next 12 months. Management expects that the Company’s existing cash and cash equivalents, accounts receivable and marketable securities as of March 31, 2025, will not be sufficient to enable the Company to fund its anticipated level of operations through one year from the date these financial statements are issued. Management anticipates raising additional capital through the private and public sales of the Company’s equity or debt securities and selling its crypto assets, or a combination thereof. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order to allow the Company to continue its operations, or if available, on terms acceptable to the Company. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to curtail or cease its operations altogether. F- 8 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) as amended, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2025. The condensed consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited 2024 financial statements contained in the above referenced 2024 Annual Report. Results of the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. Prior Period Revision - Statement of Cash Flows For the three months ended March 31, 2025, the Company disclosed the borrowings of lines of credit and repayments of lines of credit as separate line items within notes payable activity of the financing activities section of the consolidated statement of cash flows. The Company has corrected these line items for the three months ended March 31, 2024 for comparability purposes. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies previously disclosed in the 2024 Annual Report. Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation, including the discontinued operations presentation of Gresham Worldwide, Inc. (“GIGA”) and AGREE financial results. These reclassifications had no effect on previously reported results of operations. Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its condensed consolidated financial statements. On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires entities to disclose specific rate reconciliations, amount of income taxes separated by federal and individual jurisdiction, and the amount of income (loss) from continuing operations before income tax expense (benefit) disaggregated between federal, state, and foreign. The Company will adopt ASU 2023-09 as required for the year ending December 31, 2025. The Company is currently evaluating the impact of the new requirement for its income tax disclosure. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures of certain expenses in the notes of the financial statements, to provide enhanced transparency into the expense captions presented on the Consolidated Statements of Operations. Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to clarify the effective date of ASU 2024-03. The new standard is effective for the Company for its annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. F- 9 4. DECONSOLIDATION OF SUBSIDIARIES AND GIGA DISCONTINUED OPERATIONS Deconsolidation of Avalanche International Corp. (“AVLP”) On March 28, 2025, AVLP, a majority-owned subsidiary of the Company, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and the Company no longer maintained a controlling financial interest. Accordingly, the Company deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, the Company recognized a gain of $ 10.0 million, which is included in the condensed consolidated statement of operations for the three months ended March 31, 2025. The Company evaluated the criteria for discontinued operations and determined that the operations of AVLP did not meet the requirements for such classification. Presentation of GIGA as Discontinued Operations On August 14, 2024, GIGA filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. The Company assessed the inherent uncertainties associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was appropriate to deconsolidate GIGA and its subsidiaries effective on the petition date. In connection with the Chapter 11 reorganization process, the Company concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift that will have a significant effect on the Company’s operations and financial results. As a result, the Company has presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented. The following table presents the results of GIGA operations: Schedule of operations For the Three Months Ended March 31, 2025 2024 Revenue, products $ - $ 9,573,000 Cost of revenue, products - 8,063,000 Gross profit - 1,510,000 Operating expenses Research and development - 961,000 Selling and marketing - 612,000 General and administrative - 3,415,000 Total operating expenses - 4,988,000 Loss from operations - ( 3,478,000 ) Other income (expense): Interest and other income - 60,000 Interest expense - ( 852,000 ) Total other income (expense), net - ( 792,000 ) Loss before income taxes - ( 4,270,000 ) Income tax benefit - ( 43,000 ) Net loss - ( 4,227,000 ) Net loss attributable to non-controlling interest - 891,000 Net loss available to common stockholders $ - $ ( 3,336,000 ) F- 10 The cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below: Schedule of statement of cash flows For the Three Months Ended March 31, 2025 2024 Cash flows from operating activities: Net loss $ - $ ( 4,227,000 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization - 194,000 Amortization of right-of-use assets - 196,000 Amortization of intangibles - 103,000 Stock-based compensation - ( 858,000 ) Changes in operating assets and liabilities: Accounts receivable - 38,000 Inventories - 527,000 Prepaid expenses and other current assets - 581,000 Lease liabilities - ( 219,000 ) Accounts payable and accrued expenses - 3,079,000 Net cash used in operating activities - ( 586,000 ) Cash flows from investing activities: Purchase of property and equipment - ( 51,000 ) Net cash used in investing activities - ( 51,000 ) Cash flows from financing activities: Payments on notes payable - ( 517,000 ) Cash contributions from parent - 1,472,000 Net cash provided by financing activities - 955,000 Effect of exchange rate changes on cash and cash equivalents - 45,000 Net increase in cash and cash equivalents and restricted cash - 363,000 Cash and cash equivalents and restricted cash at beginning of period - 4,301,000 Cash and cash equivalents and restricted cash at end of period $ - $ 4,664,000 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ - $ 507,000 5. CHANGE IN PLAN OF SALE OF AGREE HOTEL PROPERTIES On April 30, 2024, the Company had a change in plan of sale for its four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the not to sell. For presentation purposes, the assets and liabilities previously held for sale were reclassified in the accompanying financial statements back to their original asset and liability groups at their previous carrying values. F- 11 6. REVENUE DISAGGREGATION The following tables summarize disaggregated customer contract revenues and the source of the revenue for the three months ended March 31, 2025 and 2024. Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which are not considered to be revenues from contracts with customers under GAAP. Revenue is presented by reportable segment. The “Holding Co.” column includes revenue that is not allocated to a specific reportable segment but is generated within the holding company entity. While not a separate reportable segment, Holding Co. is included in the table below to reconcile to total consolidated revenue. The Company’s disaggregated revenues consisted of the following for the three months ended March 31, 2025: Schedule of disaggregated revenues TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Primary Geographical Markets North America $ 1,528,000 $ - $ 5,714,000 $ 3,149,000 $ 13,769,000 $ ( 1,000 ) $ 797,000 $ 24,956,000 Europe 6,000 - - - 29,000 - - 35,000 Middle East and other 58,000 - - - - - - 58,000 Revenue from contracts with customers 1,592,000 - 5,714,000 3,149,000 13,798,000 ( 1,000 ) 797,000 25,049,000 Revenue, lending and trading activities (North America) - ( 28,000 ) - - - - - ( 28,000 ) Total revenue $ 1,592,000 $ ( 28,000 ) $ 5,714,000 $ 3,149,000 $ 13,798,000 $ ( 1,000 ) $ 797,000 $ 25,021,000 Major Goods or Services Power supply units and systems $ 1,592,000 $ - $ - $ - $ - $ - $ - $ 1,592,000 Revenue from mined crypto assets at Sentinum owned and operated facilities - - 5,198,000 - - - - 5,198,000 Hotel and real estate operations - - 516,000 3,149,000 - - - 3,665,000 Crane rental - - - - 13,769,000 - - 13,769,000 Other - - - - 29,000 ( 1,000 ) 797,000 825,000 Revenue from contracts with customers 1,592,000 - 5,714,000 3,149,000 13,798,000 ( 1,000 ) 797,000 25,049,000 Revenue, lending and trading activities - ( 28,000 ) - - - - - ( 28,000 ) Total revenue $ 1,592,000 $ ( 28,000 ) $ 5,714,000 $ 3,149,000 $ 13,798,000 $ ( 1,000 ) $ 797,000 $ 25,021,000 Timing of Revenue Recognition Goods and services transferred at a point in time $ 1,592,000 $ - $ 5,714,000 $ 3,149,000 $ 29,000 $ ( 1,000 ) $ 797,000 $ 11,280,000 Services transferred over time - - - - 13,769,000 - - 13,769,000 Revenue from contracts with customers $ 1,592,000 $ - $ 5,714,000 $ 3,149,000 $ 13,798,000 $ ( 1,000 ) $ 797,000 $ 25,049,000 The Company’s disaggregated revenues consisted of the following for the three months ended March 31, 2024: TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Primary Geographical Markets North America $ 1,157,000 $ - $ 11,749,000 $ 3,006,000 $ 12,918,000 $ 28,000 $ 301,000 $ 29,159,000 Europe 4,000 - - - 39,000 - - 43,000 Middle East and other 64,000 - - - - - - 64,000 Revenue from contracts with customers 1,225,000 - 11,749,000 3,006,000 12,957,000 28,000 301,000 29,266,000 Revenue, lending and trading activities (North America) - 9,099,000 - - - - - 9,099,000 Total revenue $ 1,225,000 $ 9,099,000 $ 11,749,000 $ 3,006,000 $ 12,957,000 $ 28,000 $ 301,000 $ 38,365,000 Major Goods or Services Power supply units and systems $ 1,225,000 $ - $ - $ - $ - $ - $ - $ 1,225,000 Revenue from mined crypto assets at Sentinum owned and operated facilities - - 8,862,000 - - - - 8,862,000 Revenue from Sentinum crypto mining equipment hosted at third-party facilities - - 2,585,000 - - - - 2,585,000 Hotel and real estate operations - - 302,000 3,006,000 - - - 3,308,000 Crane rental - - - - 12,918,000 - - 12,918,000 Other - - - - 39,000 28,000 301,000 368,000 Revenue from contracts with customers 1,225,000 - 11,749,000 3,006,000 12,957,000 28,000 301,000 29,266,000 Revenue, lending and trading activities - 9,099,000 - - - - - 9,099,000 Total revenue $ 1,225,000 $ 9,099,000 $ 11,749,000 $ 3,006,000 $ 12,957,000 $ 28,000 $ 301,000 $ 38,365,000 Timing of Revenue Recognition Goods and services transferred at a point in time $ 1,215,000 $ - $ 11,749,000 $ 3,006,000 $ 39,000 $ 28,000 $ 301,000 $ 16,338,000 Services transferred over time 10,000 - - - 12,918,000 - - 12,928,000 Revenue from contracts with customers $ 1,225,000 $ - $ 11,749,000 $ 3,006,000 $ 12,957,000 $ 28,000 $ 301,000 $ 29,266,000 F- 12 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at March 31, 2025 (no material financial instruments that were measured at fair value on a recurring basis at December 31, 2024): Fair value, assets measured on recurring basis Fair Value Measurement at March 31, 2025 Total Level 1 Level 2 Level 3 Embedded conversion feature liabilities $ 2,269,000 $ - $ - $ 2,269,000 The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks. The changes in Level 3 fair value hierarchy during the three months ended March 31, 2025 and 2024 were as follows: Schedule of changes in fair value hierarchy Level 3 Balance at Beginning of Period Fair Value Adjustments Grants Level 3 Balance at End of Period Three months ended March 31, 2025 Embedded conversion feature liabilities $ - $ - $ 2,269,000 $ 2,269,000 Level 3 Balance at Beginning of Period Fair Value Adjustments Grants Level 3 Balance at End of Period Three months ended March 31, 2024 Warrant liabilities $ - $ ( 117,000 ) $ 677,000 $ 560,000 Embedded conversion feature liabilities $ 910,000 $ ( 755,000 ) $ - $ 155,000 8. CRYPTO ASSETS The following table presents revenue from mined crypto assets for the three months ended March 31, 2025 and 2024: Schedule of revenue from crypto assets For the Three Months Ended March 31, 2025 2024 Revenue from mined crypto assets at Sentinum owned and operated facilities $ 5,198,000 $ 8,862,000 Revenue from Sentinum crypto mining equipment hosted at third-party facilities - 2,585,000 Revenue, crypto assets mining $ 5,198,000 $ 11,447,000 The following table presents the activities of the crypto assets (included in prepaid expenses and other current assets) for the three months ended March 31, 2025 and 2024: Schedule of activities of the crypto assets For the Three Months Ended March 31, 2025 2024 Balance at January 1 $ 182,000 $ 546,000 Additions of mined crypto assets 5,198,000 8,862,000 Sale of crypto assets ( 5,227,000 ) ( 8,634,000 ) Payments to vendors with crypto assets ( 8,000 ) ( 8,000 ) Payment of notes payable with crypto assets - ( 506,000 ) Payment of interest payable with crypto assets - ( 142,000 ) Realized (losses) gains on sale of crypto assets ( 35,000 ) 738,000 Unrealized (loss) gain on crypto assets ( 8,000 ) 43,000 Balance at March 31 $ 102,000 $ 899,000 F- 13 9. PROPERTY AND EQUIPMENT, NET At March 31, 2025 and December 31, 2024, property and equipment consisted of: Schedule of property and equipment March 31, 2025 December 31, 2024 Building, land and improvements $ 82,208,000 $ 80,822,000 Crypto assets mining equipment 12,150,000 12,150,000 Crane rental equipment 35,680,000 34,588,000 Computer, software and related equipment 9,619,000 11,308,000 Aircraft 15,983,000 15,983,000 Other property and equipment 11,282,000 11,417,000 166,922,000 166,268,000 Accumulated depreciation and amortization ( 25,685,000 ) ( 21,911,000 ) Property and equipment, net $ 141,237,000 $ 144,357,000 Summary of depreciation expense: Schedule of depreciation For the Three Months Ended March 31, 2025 2024 Depreciation expense $ 5,075,000 $ 5,584,000 10. INTANGIBLE ASSETS, NET At March 31, 2025 and December 31, 2024, intangible assets consisted of: Schedule of intangible asset Useful Life March 31, 2025 December 31, 2024 Definite lived intangible assets: Customer list 10 years $ 1,290,000 $ 1,290,000 Trade names 12 years 1,030,000 1,030,000 Developed technology 7 years - 60,000 2,320,000 2,380,000 Accumulated amortization ( 602,000 ) ( 536,000 ) Total definite-lived intangible assets $ 1,718,000 $ 1,844,000 Certain of the Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite-lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives. Summary of amortization expense: Schedule of amortization expense For the Three Months Ended March 31, 2025 2024 Amortization expense $ 126,000 $ 54,000 As of March 31, 2025, intangible assets subject to amortization have an average remaining useful life of 6.6 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. Schedule of estimated amortization expense 2025 (remainder) $ 198,000 2026 264,000 2027 264,000 2028 264,000 2029 264,000 Thereafter 464,000 $ 1,718,000 F- 14 11. INVESTMENTS – RELATED PARTIES Investments in Alzamend Neuro, Inc. (“Alzamend”), Ault & Company, Inc. (“Ault & Company”) and GIGA at March 31, 2025 and December 31, 2024, were comprised of the following: Investment in Promissory Notes, Related Parties – Ault & Company and GIGA Schedule of investment Interest March 31, December 31, Rate Due Date 2025 2024 Promissory note and accrued interest receivable, Ault & Company, in default 8 % December 31, 2024 $ 541,000 $ 2,468,000 Promissory note and accrued interest receivable, GIGA 6 % - 12 % In bankruptcy 19,440,000 18,499,000 Other 335,000 335,000 Allowance for credit losses ( 500,000 ) ( 500,000 ) Total investment in promissory notes and other, related parties $ 19,816,000 $ 20,802,000 Summary of interest income, related party, recorded within interest and other income on the condensed consolidated statement of operations: Schedule of Interest income, related party For the Three Months Ended March 31, 2025 2024 Interest income, related party $ 579,000 $ 209,000 At each reporting date, the Company applies its judgment to evaluate the collectability of the note receivable and makes a provision based on the assessed amount of expected credit loss. This judgment is based on parameters such as interest rates, market conditions and creditworthiness of the creditor. The Company determined that the collectability of certain notes receivables is doubtful based on information available. Investment in Alzamend Series B Convertible Preferred Stock, Warrants and Common Stock, Related Parties – Alzamend Schedule of investment in common stock Investments in Common Stock, Related Parties at March 31, 2025 Cost Gross Unrealized Losses Fair value Common shares $ 24,705,000 $ ( 24,624,000 ) $ 81,000 Alzamend series B convertible preferred stock, warrants 2,100,000 - 2,100,000 $ 26,805,000 $ ( 24,624,000 ) $ 2,181,000 Investments in Common Stock, Related Parties at December 31, 2024 Cost Gross Unrealized Losses Fair value Common shares $ 24,697,000 $ ( 24,607,000 ) $ 90,000 Alzamend series B convertible preferred stock, warrants 2,100,000 - 2,100,000 $ 26,797,000 $ ( 24,607,000 ) $ 2,190,000 F- 15 The following tables summarize the changes in the Company’s investments in Alzamend common stock during the three months ended March 31, 2025 and 2024: Schedule of investment in warrants and common stock For the Three Months Ended March 31, 2025 2024 Balance at January 1 $ 90,000 $ 679,000 Investment in common stock of Alzamend 8000 5,000 Unrealized loss in common stock of Alzamend ( 17,000 ) 84,000 Balance at March 31 $ 81,000 $ 768,000 Ault Lending, LLC (“Ault Lending”) Investment in Alzamend Series B Convertible Preferred Stock and Warrants Schedule of investment in warrants and preferred stock March 31, December 31, 2025 2024 Investment in Alzamend preferred stock $ 2,100,000 $ 2,100,000 Total investment in other investments securities, related party $ 2,100,000 $ 2,100,000 In connection with a securities purchase agreement entered into with Alzamend in January 2024, Ault Lending purchased 2,100 shares of Alzamend Series B Convertible Preferred Stock and warrants to purchase 0.2 million shares of Alzamend common stock with a five-year term and an exercise price of $12.00 per share for a total purchase price of $2.1 million. The Company has elected to account for investment in other investments securities, related party, using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Messrs. Ault, Horne and Nisser are each paid $ 50,000 annually by Alzamend. 12. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Other current liabilities at March 31, 2025 and December 31, 2024 consisted of: Schedule of other current liabilities March 31, December 31, 2025 2024 Accounts payable $ 24,172,000 $ 25,182,000 Accrued payroll and payroll taxes 3,286,000 2,342,000 Interest payable 3,830,000 8,249,000 Accrued legal 2,149,000 2,399,000 Other accrued expenses 19,100,000 21,303,000 $ 52,537,000 $ 59,475,000 13. DIVIDEND PAYABLE IN TURNONGREEN COMMON STOCK In March 2024, the Company, in connection with a planned distribution of its common stock holdings of TurnOnGreen, announced the distribution to its stockholders of 25.0 million shares of TurnOnGreen common stock and warrants to purchase 25.0 million shares of TurnOnGreen common stock, which resulted in an adjustment to additional paid in capital and increase to non-controlling interest of $ 4.9 million based on the recorded value of the Company’s holdings in TurnOnGreen at the record date of the distribution. 14. ROI Transfers of White River Common Stock In January 2024, ROI announced that it had concluded that, for regulatory reasons, ROI would be unable to effect the distribution of its shares of common stock of White River as contemplated by a registration statement previously filed by White River. During the quarter ended March 31, 2024, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer to certain of its accredited investors to resolve the matters discussed above. In conjunction with the transfers to non-controlling interests, ROI converted a portion of their White River’s Series A Convertible Preferred Stock into common stock and recorded a non-cash $ 17.9 million gain on conversion. F- 16 15. NOTES PAYABLE Notes payable at March 31, 2025 and December 31, 2024, were comprised of the following: Schedule of notes payable Collateral Guarantors Interest rate Effective rate Due date March 31, 2025 December 31, 2024 AGREE secured construction loans, in default AGREE hotels - 9 % 11 % March 31, 2026 $ 68,750,000 $ 68,750,000 Circle 8 revolving credit facility Circle 8 cranes with a book value of $29.3 million - 8 % 8 % December 16, 2025 13,234,000 13,126,000 Circle 8 equipment financing notes Circle 8 equipment with a book value of $4.1 million - 11 % 11 % September 15, 2025 through June 15, 2027 1,977,000 2,826,000 15% term notes - Milton C. Ault, III 15 % - October 31, 2024 - 3,777,000 ROI promissory note, in default - - 18 % 51 % May 15, 2025 2,569,000 2,367,000 Other ($2.6 million in default) - - - - - 6,264,000 5,826,000 Total notes payable $ 92,794,000 $ 96,672,000 Less: Unamortized debt discounts ( 56,000 ) - Total notes payable, net $ 92,738,000 $ 96,672,000 Less: current portion ( 91,909,000 ) ( 95,768,000 ) Notes payable – long-term portion $ 829,000 $ 904,000 Amendment to AGREE Secured Construction Loans The AGREE secured construction loans with an original due date of January 1, 2025, were amended on February 2, 2025, whereby AGREE agreed to pay monthly installments of interest only based on an annualized interest rate of Term SOFR plus 4.75%. In addition, AGREE agreed to make principal payments of $1.0 million in June 2025 and $2.0 million in September 2025 and December 2025 with the balance due March 1, 2026. AGREE has failed to make timely interest payments per the amended payment terms. Notes Payable Maturities Principal maturities of the Company’s notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of March 31, 2025 were: Schedule of maturities Year 2025 (remainder) $ 91,965,000 2026 719,000 2027 110,000 $ 92,794,000 Interest Expense Schedule of interest expense For the Three Months Ended March 31, 2025 2024 Contractual interest expense $ 3,775,000 $ 1,994,000 Forbearance fees 12,000 1,500,000 Amortization of debt discount 52,000 2,137,000 Total interest expense $ 3,839,000 $ 5,631,000 16. NOTES PAYABLE, RELATED PARTY Notes payable, related party at March 31, 2025 and December 31, 2024, were comprised of the following: Schedule of notes payable, related party Interest rate Due date March 31, 2025 December 31, 2024 Notes from officers – TurnOnGreen, in default 14 % Past due $ 71,000 $ 46,000 Other related party advances No interest Upon demand 129,000 118,000 Total notes payable $ 200,000 $ 164,000 F- 17 Summary of interest expense, related party, recorded within interest expense on the condensed consolidated statement of operations: Schedule of interest expense, related party For the Three Months Ended March 31, 2025 2024 Interest expense, related party $ 2,000 $ 16,000 17. CONVERTIBLE NOTES Convertible notes payable at March 31, 2025 and December 31, 2024, were comprised of the following: Schedule of convertible notes payable Conversion price per share Interest rate Effective rate (1) Due date March 31, 2025 December 31, 2024 SJC convertible promissory note 75% of 5-day VWAP 15 % 15 % December 31, 2025 $ 4,909,000 $ - ROI senior secured convertible note, in default $ 0.11 (ROI stock) OID Only 21 % May 15, 2025 4,245,000 4,245,000 Orchid convertible promissory note 75% of 5-day VWAP 15 % 15 % June 30, 2025 4,087,000 - 10% original issue discount (“OID”) convertible promissory note $ 5.87 18 % 18 % May 15, 2025 3,503,000 4,167,000 Forbearance convertible promissory note, in default $ 2.00 18 % 18 % May 15, 2025 3,500,000 853,000 Convertible promissory note – OID only, in default 90% of 5-day VWAP OID Only 0 % September 28, 2024 393,000 393,000 AVLP convertible promissory notes, principal $ 0.35 (AVLP stock) 7 % - August 22, 2025 - 9,911,000 Fair value of embedded conversion options 2,269,000 - Total convertible notes payable 22,906,000 19,569,000 Less: unamortized debt discounts - - Total convertible notes payable, net of financing cost, long-term $ 22,906,000 $ 19,569,000 Less: current portion ( 22,906,000 ) ( 19,569,000 ) Convertible notes payable, net of financing cost – long-term portion $ - $ - (1) Includes forbearance and extension fees and OID costs that are amortized to interest expense over the life of the notes. Orchid Convertible Promissory Notes On February 5, 2025, the Company entered into an exchange agreement with an institutional investor, pursuant to which the Company issued to the investor a convertible promissory note in the principal face amount of $ 1.9 million (the “February 2025 Convertible Note”), in exchange for the cancellation of an outstanding term note the Company issued to the investor in April 2024. That note had an outstanding principal amount and accrued but unpaid interest of $ 1.9 million. The February 2025 Convertible Note accrued interest at the rate of 15 % per annum. The February 2025 Convertible Note was to mature on May 5, 2025 . The February 2025 Convertible Note was convertible into shares of Class A common stock at a fixed conversion price of $4.00 per share. On March 14, 2025, the Company entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $ 4.2 million in exchange for the cancellation of (i) a term note issued by the Company on May 16, 2024, with outstanding principal and accrued but unpaid interest of $ 0.7 million, (ii) a term note issued by the Company on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by the Company on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18 % per annum. The note will mature on June 30, 2025 . The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock. Forbearance Convertible Promissory Note In February 2025, the Company and an institutional investor (the “Investor”) entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025 , from exercising the rights and remedies it is entitled in consideration for the Company’s agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $ 3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and the Company’s stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $ 2.00 , subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18 % per annum and matures on May 15, 2025. F- 18 SJC Convertible Promissory Note On March 21, 2025, the Company entered into an exchange agreement with an institutional investor, pursuant to which the Company issued to the investor a convertible promissory note in the principal face amount of $ 4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by the Company on January 14, 2025, with outstanding principal and accrued but unpaid interest of $ 2.6 million, (ii) a promissory note issued by the Company on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by the Company on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by the Company on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum. The Exchange Note will mature on December 31, 2025. The Exchange Note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share. Embedded Derivatives The Company identified embedded derivative features within certain convertible promissory notes issued during the quarter ended March 31, 2025, that required bifurcation and separate accounting as derivative liabilities under ASC 815. Specifically, the embedded conversion options associated with the Orchid convertible promissory notes and the SJC convertible promissory note were determined to meet the criteria for derivative classification. The fair value of the embedded derivative liabilities was estimated using a Monte Carlo simulation model. The model incorporates key assumptions including the Company’s stock price, risk-free interest rate, expected volatility, credit-risk adjusted discount rate, and the specific terms of each conversion feature (including floor price, cap, and VWAP-based pricing). Due to the significant use of unobservable inputs, these derivative liabilities are classified within Level 3 of the fair value hierarchy. The following table summarizes the key inputs used in the valuation of the embedded derivatives at inception: Schedule of valuation of the embedded derivatives Assumption Orchid Note (March 14, 2025) SJC Note (March 21, 2025) Valuation technique Monte Carlo Simulation Monte Carlo Simulation Risk-free interest rate 4.3 % 4.1 % Expected volatility 130 % 100 % Credit-risk adjusted rate 60 % 60 % Time to maturity (years) 0.3 0.8 Stock price at valuation date $ 2.26 $ 2.42 Dividend yield 0 % 0 % The Monte Carlo simulation utilized 100,000 iterations and incorporated conversion mechanics, including the floor price and the VWAP-based conversion price as defined in each agreement. The incremental value attributable to the conversion feature was isolated to determine its impact on the overall fair value of the embedded option. The fair value of the embedded derivative liabilities at inception and as of March 31, 2025 was as follows: · Orchid Note: $1.0 million; and · SJC Note: $1.3 million. Loss on Extinguishment of Convertible Notes During the three months ended March 31, 2025, the Company recognized a total net loss on extinguishment of convertible notes of $4.6 million. This amount includes: · A gain of $0.3 million resulting from the conversion of $0.7 million of convertible notes into 0.2 million shares of Class A common stock , which had a fair value of $0.4 million at the time of conversion ; · A loss of $2.6 million related to the issuance of the A&R Forbearance Note. The A&R Forbearance Note, with a principal amount of $3.5 million, was determined to be substantially different from the original note due to significant changes in terms, including the addition of a conversion feature and increased principal amount. As such, extinguishment accounting was applied, and a loss was recognized based on the difference between the value of the A&R Forbearance Note and the net carrying amount of the original note; F- 19 · A loss of $1.0 million related to the Orchid convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and · A loss of $1.3 million related to the SJC convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized. Contractual Maturities Principal maturities of the Company’s convertible notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of March 31, 2025 were: Schedule of contractual maturities Year Principal 2025 $ 20,637,000 $ 20,637,000 18. COMMITMENTS AND CONTINGENCIES Contingencies Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of a loss related to such matters. Arena Litigation Arena Investors, LP (ROI Litigation) On May 30, 2024, Arena Investors, LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v. Ault Alliance, Inc. and RiskOn International, Inc. , Index No. 652792/2024. This litigation relates to the $ 4.2 million ROI senior secured convertible note disclosed in Note 26. The ROI Complaint asserts a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others, the Company and Arena, and seeks damages in the amount of in excess of $ 3.75 million, plus interest, attorneys’ fees, costs, expenses, and disbursements. The ROI Complaint also asserts a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI. On July 31, 2024, the Company and ROI filed a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant, in its entirety, as against ROI. On or about January 21, 2025, the Court entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and granting the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI. On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses. F- 20 Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has recorded the unpaid portion of the notes. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. Other Litigation Matters With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. The Company had accrued loss contingencies related to litigation matters of $ 2.1 million and $ 2.3 million as of March 31, 2025 and December 31, 2024, respectively. 19. STOCKHOLDERS’ EQUITY Class A Common Stock Class A common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. Class B Common Stock The Class B common stock is identical to the Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B common stock is convertible at any time into Class A common stock on a one-for-one basis. Preferred Stock Preferred stock as of March 31, 2025 consisted of the following: Schedule of preferred stock Par Value Per Share Stated Value Per Share Shares Authorized Liquidation Preference Shares Issued and Outstanding at March 31, 2025 Series A Convertible Preferred Stock $ 0.001 $ 25 1,000,000 $ 176,000 7,040 Series B Convertible Preferred Stock $ 0.001 $ 1,000 60,000 - - Series C Convertible Preferred Stock $ 0.001 $ 1,000 75,000 50,000,000 50,000 Series D Cumulative Redeemable Perpetual Preferred Stock $ 0.001 $ 25 2,000,000 11,345,000 453,792 Series E Redeemable Perpetual Preferred Stock $ 0.001 $ 25 2,500,000 16,250,000 649,998 Series F Exchangeable Preferred Stock $ 0.001 $ 1,000 1,000,000 999,000 998,577 Series G Convertible Preferred Stock $ 0.001 $ 1,000 25,000 860,000 860 Unallocated 18,340,000 Total 25,000,000 $ 79,630,000 2,160,267 F- 21 Preferred stock as of December 31, 2024 consisted of the following: Par Value Per Share Stated Value Per Share Shares Authorized Liquidation Preference Shares Issued and Outstanding at December 31, 2024 Series A Convertible Preferred Stock $ 0.001 $ 25 1,000,000 $ 176,000 7,040 Series C Convertible Preferred Stock $ 0.001 $ 1,000 75,000 50,000,000 50,000 Series D Cumulative Redeemable Perpetual Preferred Stock $ 0.001 $ 25 2,000,000 8,096,000 323,835 Series E Redeemable Perpetual Preferred Stock $ 0.001 $ 25 2,500,000 16,250,000 649,998 Series F Exchangeable Preferred Stock $ 0.001 $ 1,000 1,000,000 999,000 998,577 Series G Convertible Preferred Stock $ 0.001 $ 1,000 25,000 - - Unallocated 18,400,000 Total 25,000,000 $ 75,521,000 2,029,450 The Company is authorized to issue 25.0 million shares of preferred stock, $0.001 par value. As of March 31, 2024, the rights, preferences, privileges and restrictions on the remaining authorized 18.3 million shares of preferred stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. $50.0 Million Securities Purchase Agreement for Sale of Series B Convertible Preferred Stock On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor pursuant to which the Company agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings, provided, however, that the investor has the ability, exercisable in its sole discretion, to purchase any number of shares of Series B Preferred Stock prior to the dates of the tranche closings provided for in the securities purchase agreement. The initial tranche closing, which is expected to close promptly after the investor has converted out of the Exchange Note, will consist of the sale and issuance to the investor of 2,000 shares of Series B Preferred Stock for an aggregate of $2.0 million. Pursuant to the securities purchase agreement, provided certain closing conditions have been met, the investor shall purchase up to 4,800 shares of Series B Preferred Stock on a monthly basis, with the investor being required to purchase 1,000 shares per month. Each share of Series B Preferred Stock has a stated value of $1,000 and is convertible into shares of Class A common stock at a conversion price equal the lesser of a 25% discount to the Company’s volume weighted average price during the five trading days immediately prior to (A) the date of execution of the securities purchase agreement or (B) the date of conversion into shares of Class A common stock, but not greater than $10 per share. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, the Company may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis. Subsequent Event – Series B Convertible Preferred Stock Amendment On April 23, 2025, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock. The amendment, which was approved by the Board of Directors on April 22, 2025, became effective upon filing with the Secretary of State of the State of Delaware. The amendment revised the definition of “Conversion Price” to the greater of (i) the Floor Price and (ii) 75% of the Company’s lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions. 20. INCOME TAXES The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and Accounting Standards Codification (“ASC”) Topic 740, Income Taxes. The effective tax rate (“ETR”) from continuing operations was 1.3 % for the three months ended March 31, 2025, and 0.0 % for the same period in 2024. The Company recorded an income tax provision of $ 0.1 million for the three months ended March 31, 2025, and recognized an income tax benefit of $ 1,000 for the three months ended March 31, 2024. The difference between the ETR and the federal statutory rate of 21 % is primarily due to items recognized for financial reporting purposes that are permanently disallowed for U.S. federal income tax purposes, as well as changes in the valuation allowance. F- 22 21. NET INCOME (LOSS) PER SHARE The following table presents the calculation of basic and diluted net income per share for the three months ended March 31, 2024: Schedule of basic and diluted net income per share For the Three Months Ended March 31, 2024 Numerator: Net income from continuing operations $ 14,188,000 Less: net income attributable to non-controlling interest, continuing operations ( 7,135,000 ) Less: Preferred stock dividends ( 1,260,000 ) Numerator for basic earnings per share (“EPS”) - Net income (loss) from continuing operations attributable to Hyperscale Data, Inc. 5,793,000 Numerator for basic EPS - Net loss from discontinued operations attributable to Hyperscale Data, Inc. ( 3,336,000 ) Effect of dilutive securities: Interest expense associated with convertible notes, continuing operations 7,000 Series C convertible preferred stock dividend 992,000 Numerator for diluted EPS - Net income from continuing operations attributable to Hyperscale Data, Inc., after the effect of dilutive securities 6,792,000 Numerator for diluted EPS - Net loss from discontinued operations attributable to Hyperscale Data, Inc. $ ( 3,336,000 ) Denominator: Denominator for basic EPS - Weighted average shares of common stock outstanding 460,000 Effect of dilutive securities: Warrants 182,000 Convertible notes 163,000 Series C convertible preferred stock 237,000 Denominator for diluted EPS - Weighted average shares of common stock outstanding after the effect of dilutive securities 1,042,000 Basic net income (loss) per share from: Continuing operations $ 12.59 Discontinued operations ( 7.25 ) Basic net income per share $ 5.34 Diluted net income (loss) per share from: Continuing operations $ 6.52 Discontinued operations ( 3.20 ) Diluted net income per share $ 3.32 For the three ended March 31, 2025, net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for the three months ended March 31, 2025, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for the period. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at March 31, 2025: Schedule of anti-dilutive securities March 31, 2025 Convertible preferred stock 30,071,000 Convertible notes 7,403,000 Class B common stock 4,996,000 Warrants 622,000 Total 43,092,000 F- 23 22. SEGMENT AND CUSTOMERS INFORMATION The Company had the following reportable segments as of March 31, 2025 and 2024; see Note 1 for a brief description of the Company’s business. The following data presents the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended March 31, 2025: Schedule of operating segments TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Revenue, crane operations $ - $ - $ - $ - $ 13,769,000 $ - $ - $ 13,769,000 Revenue, crypto assets mining - - 5,198,000 - - - - 5,198,000 Revenue, hotel and real estate operations - - 516,000 3,149,000 - - - 3,665,000 Revenue, lending and trading activities - ( 28,000 ) - - - - - ( 28,000 ) Revenue, other 1,592,000 - - - 29,000 ( 1,000 ) 797,000 2,417,000 Total revenue 1,592,000 ( 28,000 ) 5,714,000 3,149,000 13,798,000 ( 1,000 ) 797,000 25,021,000 Cost of revenue 861,000 - 7,031,000 2,844,000 8,364,000 206,000 432,000 19,738,000 Gross profit (loss) 731,000 ( 28,000 ) ( 1,317,000 ) 305,000 5,434,000 ( 207,000 ) 365,000 5,283,000 Operating expenses Research and development 125,000 - - - - 4,000 - 129,000 Selling and marketing 246,000 - - - - 2,088,000 - 2,334,000 General and administrative 1,138,000 120,000 ( 51,000 ) 1,363,000 2,337,000 - 4,297,000 9,204,000 Total operating expenses 1,509,000 120,000 ( 51,000 ) 1,363,000 2,337,000 2,092,000 4,297,000 11,667,000 (Loss) income from operations $ ( 778,000 ) $ ( 148,000 ) $ ( 1,266,000 ) $ ( 1,058,000 ) $ 3,097,000 $ ( 2,299,000 ) $ ( 3,932,000 ) ( 6,384,000 ) Other income (expense): Interest and other income 240,000 Interest expense ( 3,839,000 ) Loss on extinguishment of debt ( 4,569,000 ) Gain on deconsolidation of subsidiary 10,049,000 Loss on the sale of fixed assets ( 161,000 ) Total other expense, net 1,720,000 Loss before income taxes $ ( 4,664,000 ) Depreciation and amortization expense $ 19,000 $ - $ 2,584,000 $ 972,000 $ 1,128,000 $ 19,000 $ 479,000 $ 5,201,000 Interest expense $ ( 7,000 ) $ - $ ( 1,000 ) $ ( 1,839,000 ) $ ( 903,000 ) $ ( 225,000 ) $ ( 864,000 ) $ ( 3,839,000 ) Capital expenditures for the year ended March 31, 2025 $ - $ - $ 1,621,000 $ 95,000 $ 1,138,000 $ 23,000 $ 3,000 $ 2,880,000 Segment identifiable assets as of March 31, 2025 $ 2,855,000 $ 20,271,000 $ 33,851,000 $ 68,116,000 $ 46,399,000 $ 1,001,000 $ 45,761,000 $ 218,254,000 F- 24 The following data presents the revenues, expenditures and other operating data of the Company and its operating segments for the three months ended March 31, 2024: TurnOnGreen Fintech Sentinum AGREE Energy ROI Holding Co. Total Revenue, crane operations $ - $ - $ - $ - $ 12,918,000 $ - $ - $ 12,918,000 Revenue, crypto assets mining - - 11,447,000 - - - - 11,447,000 Revenue, hotel and real estate operations 302,000 3,006,000 3,308,000 Revenue, lending and trading activities - 9,099,000 - - - - - 9,099,000 Revenue, other 1,225,000 - - - 39,000 28,000 301,000 1,593,000 Total revenue 1,225,000 9,099,000 11,749,000 3,006,000 12,957,000 28,000 301,000 38,365,000 Cost of revenue 667,000 - 8,544,000 2,817,000 7,991,000 1,000 157,000 20,177,000 Gross profit 558,000 9,099,000 3,205,000 189,000 4,966,000 27,000 144,000 18,188,000 Operating expenses Research and development 111,000 - - - - - - 111,000 Selling and marketing 360,000 - - - - 3,688,000 - 4,048,000 General and administrative 581,000 91,000 ( 164,000 ) 407,000 3,778,000 - 5,679,000 10,372,000 Total operating expenses 1,052,000 91,000 ( 164,000 ) 407,000 3,778,000 3,688,000 5,679,000 14,531,000 (Loss) income from operations $ ( 494,000 ) $ 9,008,000 $ 3,369,000 $ ( 218,000 ) $ 1,188,000 $ ( 3,661,000 ) $ ( 5,535,000 ) 3,657,000 Other income (expense): Interest and other income 523,000 Interest expense ( 5,631,000 ) Gain on conversion of investment in equity securities to marketable equity securities 17,900,000 Gain on extinguishment of debt 1,405,000 Loss from investment in unconsolidated entity ( 667,000 ) Provision for loan losses, related party ( 3,068,000 ) Gain on the sale of fixed assets 68,000 Total other expense, net 10,530,000 Income before income taxes $ 14,187,000 Depreciation and amortization expense $ 24,000 $ - $ 4,051,000 $ - $ 1,030,000 $ 18,000 $ 515,000 $ 5,638,000 Interest expense $ ( 69,000 ) $ ( 5,000 ) $ ( 118,000 ) $ ( 1,583,000 ) $ ( 1,067,000 ) $ ( 1,601,000 ) $ ( 1,188,000 ) $ ( 5,631,000 ) Capital expenditures for the three months ended March 31, 2024 $ 8,000 $ - $ 293,000 $ 589,000 $ 451,000 $ 30,000 $ 49,000 $ 1,420,000 Segment identifiable assets as of December 31, 2024 $ 3,050,000 $ 6,676,000 $ 35,260,000 $ 69,130,000 $ 45,524,000 $ 1,130,000 $ 59,701,000 $ 220,471,000 F- 25 23. CONCENTRATIONS OF CREDIT AND REVENUE RISK Significant customers are those that represent more than 10% of the Company’s total revenue or accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as a percentage of total revenue and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows: Schedule of concentrations of credit and revenue risk Accounts Receivable Revenue March 31, December 31, For the Three Months Ended March 31, 2025 2024 2025 2024 Customer A * * 21 % 23 % Customer B 17 % 19 % * * Customer C 10 % 10 % * * * less than 10% 24. SUBSEQUENT EVENTS Issuances of Series D Preferred Stock From April 1, 2025 through May 12, 2025, the Company issued a total of 52,700 shares of its Series D preferred stock for the settlement of ELOC advances totaling $ 0.6 million. Sale of Series G Preferred Stock On April 10, 2025, the Company sold to Ault & Company 100 shares of Series G Preferred Stock and Series G Warrants to purchase 16,898 shares of Class A common stock, for a purchase price of $ 0.1 million. 10% OID Convertible Promissory Note Between April 9, 2025 and May 5, 2025, the Company issued 611,812 shares of Class A common stock upon the conversion of $ 3.6 million of principal and interest on the 10% OID convertible promissory note. The Class A Common Stock was issued at a price of $ 5.87 per share. Orchid Convertible Promissory Note Between April 24, 2025 and May 5, 2025, the Company issued 184,623 shares of Class A common stock upon the conversion of $ 0.2 million of principal and interest on the Orchid convertible promissory note. The Class A Common Stock was issued at a price of $ 1.28 per share. April 1, 2025 Convertible Promissory Note On April 1, 2025, the Company issued to an institutional investor a convertible promissory note in the principal face amount of $ 1.7 million in consideration for an advance we received of $ 1.5 million. The note accrues interest at the rate of 15 % per annum. The note will mature on September 30, 2025 . The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock. F- 26 April 15, 2025 Convertible Promissory Note On April 15, 2025, the Company entered into securities purchase agreements (the “Agreements”) with institutional investors (the “Investors”), pursuant to which the Company issued to the Investors convertible promissory notes in the aggregate principal face amount of $5.0 million (the “Notes”) in aggregate gross consideration of $ 4.0 million in cash paid by the Investors to the Company, prior to placement agent fees and expenses of approximately $ 0.5 million (the “Transaction”). The Notes have an aggregate principal face amount of $ 5.0 million and were issued with an original issue discount of 20 % , or $ 1.0 million. The Notes do not accrue interest unless an event of default at which time the Notes would accrue interest at 20% per annum. The Notes will mature on September 30, 2025 . The Notes are convertible into shares (the “Conversion Shares”) of the Company’s class A common stock at any time after NYSE American approval of the supplemental listing application at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock. May 13, 2025 OID Only Term Note On May 13, 2025, the Company entered into an OID only term note agreement with an institutional investor with a principal amount of $ 1.4 million and an OID of $ 0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor. F- 27 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In this quarterly report on Form 10-Q (the “Quarterly Report”), the “Company,” “Hyperscale Data,” “we,” “us” and “our” refer to Hyperscale Data, Inc., a Delaware corporation. Hyperscale Data is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through our wholly and majority owned subsidiaries and strategic investments, we own and/or operate data centers at which we mine Bitcoin and offers colocation and hosting services for the emerging artificial intelligence (“AI”) ecosystems and other industries, and provides products and services that support a diverse range of industries, including crane rental services, hotel operations, defense, industrial, an AI software platform and a social gaming platform. In addition, we extend credit to select entrepreneurial businesses through a licensed lending subsidiary. Recent Events and Developments On February 5, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $1.9 million (the “February 2025 Convertible Note”), in exchange for the cancellation of an outstanding term note we issued to the investor in April 2024. That note had an outstanding principal amount and accrued but unpaid interest of $1.9 million. The February 2025 Convertible Note accrued interest at the rate of 15% per annum, unless an event of default (as defined in the February 2025 Convertible Note) occurs, at which time the February 2025 Convertible Note would accrue interest at 18% per annum. The February 2025 Convertible Note was to mature on May 5, 2025. The February 2025 Convertible Note was convertible into shares of Class A common stock at a fixed conversion price of $4.00 per share. In February 2025, we and an institutional investor (the “Investor”) entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for our agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the original forbearance agreement of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and our stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum and matures on May 15, 2025. On March 14, 2025, we entered into an exchange agreement with an institutional investor pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.2 million in exchange for the cancellation of (i) a term note issued by us on May 16, 2024, with outstanding principal and accrued but unpaid interest of $0.7 million, (ii) a term note issued by us on May 20, 2024, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iii) the February 2025 Convertible Note issued by us on February 5, 2025, with outstanding principal and accrued but unpaid interest of $2.0 million. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on June 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”) and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock. On March 21, 2025, we entered into an exchange agreement with an institutional investor, pursuant to which we issued to the investor a convertible promissory note in the principal face amount of $4.9 million (the “Exchange Note”) in exchange for the cancellation of (i) a term note issued by us on January 14, 2025, with outstanding principal and accrued but unpaid interest of $2.6 million, (ii) a promissory note issued by us on March 7, 2025, with outstanding principal and accrued but unpaid interest of $0.5 million, (iii) a promissory note issued by us on March 12, 2025, with outstanding principal and accrued but unpaid interest of $1.5 million, and (iv) a promissory note issued by us on March 13, 2025, with outstanding principal and accrued but unpaid interest of $0.3 million. The Exchange Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the Exchange Note) occurs, at which time the note would accrue interest at 18% per annum. The Exchange Note will mature on December 31, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the Exchange Note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the Exchange Note or (B) the date of conversion into shares of Class A common stock, but not greater than $10.00 per share. 1 On March 31, 2025, we entered into a securities purchase agreement with an institutional investor pursuant to which we agreed to sell up to 50,000 shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”) for a total purchase price of up to $50.0 million. The securities purchase agreement provides that the transaction shall be conducted through 49 separate tranche closings, provided, however, that the investor has the ability, exercisable in its sole discretion, to purchase any number of shares of Series B Preferred Stock prior to the dates of the tranche closings provided for in the securities purchase agreement. The initial tranche closing, which is expected to close promptly after the investor has converted out of the Exchange Note, will consist of the sale and issuance to the investor of 2,000 shares of Series B Preferred Stock for an aggregate of $2.0 million. Pursuant to the securities purchase agreement, provided certain closing conditions have been met, the investor shall purchase up to 4,800 shares of Series B Preferred Stock on a monthly basis, with the investor being required to purchase 1,000 shares per month. Each share of Series B Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A common stock at a at a conversion price equal to the greater of (i) $0.40 (the “Floor Price”) and (ii) 75% of our lowest VWAP during the five trading days immediately preceding conversion, subject to a maximum price of $10.00 per share, as adjusted for certain corporate actions. Notwithstanding the foregoing, in no event shall the Series B Preferred Stock be convertible at less than the Floor Price. The holders of Series B Preferred Stock are entitled to cumulative cash dividends at an annual rate of 15%, or $150.00 per share, based on the stated value per share. Dividends shall accrue for as long as any shares of Series B Preferred Stock remain issued and outstanding and are payable monthly in arrears. For the first two years, we may elect to pay the dividend amount in additional shares of Series B Preferred Stock rather than cash. The holders of the Series B Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis. On April 1, 2025, we issued to an institutional investor a convertible promissory note in the principal face amount of $1.7 million in consideration for an advance we received of $1.5 million. The note accrues interest at the rate of 15% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) the Floor Price and (ii) the lesser of 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to (A) the date of issuance of the note or (B) the date of conversion into shares of Class A common stock. On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock. On April 15, 2025, we issued to two accredited investors convertible promissory notes in the aggregate principal face amount of $5 million in aggregate gross consideration of $4 million in cash paid by the investors, prior to placement agent fees and expenses of approximately $460,000. The notes were issued with an original issue discount of twenty percent (20%), or $1 million. The notes do not accrue interest unless an event of default (as defined in the notes) occurs, at which time the notes would accrue interest at 20% per annum. The notes will mature on September 30, 2025. The notes are convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.40 and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock. On May 13, 2025, the we entered into an OID only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor. Presentation of GIGA as Discontinued Operations On August 14, 2024, our majority owned subsidiary, Gresham Worldwide, Inc. (“GIGA”), filed a petition for reorganization under Chapter 11 of the bankruptcy laws. The filing placed GIGA under the control of the bankruptcy court, which oversees its reorganization and restructuring process. We assessed the inherent uncertainties associated with the outcome of the Chapter 11 reorganization process and the anticipated duration thereof, and concluded that it was appropriate to deconsolidate GIGA and its subsidiaries effective on the petition date. We recognized a gain on deconsolidation of GIGA of $2.0 million included in net gain (loss) from discontinued operations. In connection with the Chapter 11 reorganization process, we concluded that the operations of GIGA met the criteria for discontinued operations as this strategic shift that will have a significant effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of GIGA as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented. 2 Change in Plan of Sales of AGREE Hotel Properties On April 30, 2024, we had a change in plan of sale for our four hotels owned and operated by AGREE. As a result, as of April 30, 2024, the assets no longer met the held for sale criteria and were required to be reclassified as held and used at the lower of adjusted carrying value or the fair value at the date of the not to sell. For presentation purposes, the assets and liabilities previously held for sale as of December 31, 2023, were reclassified in the December 31, 2023 balance sheet in the accompanying financial statements back to their original asset and liability groups at their previous carrying values. In connection with this change in plan of sale, we recorded a loss on impairment of property and equipment related to the real estate assets of AGREE of $8.0 million during the year ended December 31, 2024. Deconsolidation of Avalanche International Corp. (“AVLP”) On March 28, 2025, AVLP, a majority-owned subsidiary of our, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the condensed consolidated statement of operations for the three months ended March 31, 2025. We evaluated the criteria for discontinued operations and determined that the operations of AVLP did not meet the requirements for such classification. General As a holding company, our business objective is to increase stockholder value through developing and growing our subsidiaries. Under the strategy we have adopted, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize stockholder value. We anticipate returning value to stockholders after satisfying our debt obligations and working capital needs. From time to time, we engage in discussions with other companies interested in our subsidiaries or partner companies, either in response to inquiries or as part of a process we initiate. To the extent we believe that a subsidiary or partner company’s further growth and development can best be supported by a different ownership structure or if we otherwise believe it is in our stockholders’ best interests, we will seek to sell all or a portion of our position in the subsidiary or partner company. These sales may take the form of privately negotiated sales of stock or assets, mergers and acquisitions, public offerings of the subsidiary or partner company’s securities and, in the case of publicly traded partner companies, sales of their securities in the open market. Our plans may include taking subsidiaries or partner companies public through rights offerings and directed share subscription programs. We will continue to consider these (or similar) initiatives and the sale of certain subsidiary or partner company interests in secondary market transactions to maximize value for our stockholders. In recent years, we have provided capital and relevant expertise to fuel the growth of businesses in AI software platform, social gaming platform, equipment rental services, defense, industrial and hotel operations. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support. We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, Suite 190, Las Vegas, NV 89141. Our phone number is 949-444-5464 and our website address is https://hyperscaledata.com/ . 3 Results of Operations Results of Operations for the Three Months Ended March 31, 2025 and 2024 The following table summarizes the results of our operations for the three months ended March 31, 2025 and 2024. For the Three Months Ended March 31, 2025 2024 Revenue, crane operations $ 13,769,000 $ 12,918,000 Revenue, crypto assets mining 5,198,000 11,447,000 Revenue, hotel and real estate operations 3,665,000 3,308,000 Revenue, lending and trading activities (28,000 ) 9,099,000 Revenue, other 2,417,000 1,593,000 Total revenue 25,021,000 38,365,000 Cost of revenue, crane operations 8,247,000 7,715,000 Cost of revenue, crypto assets mining 7,031,000 8,544,000 Cost of revenue, hotel and real estate operations 2,844,000 2,817,000 Cost of revenue, lending and trading activities - - Cost of revenue, other 1,616,000 1,101,000 Total cost of revenue 19,738,000 20,177,000 Gross profit 5,283,000 18,188,000 Operating expenses Research and development 129,000 111,000 Selling and marketing 2,334,000 4,048,000 General and administrative 9,204,000 10,372,000 Total operating expenses 11,667,000 14,531,000 (Loss) income from operations (6,384,000 ) 3,657,000 Other income (expense): Interest and other income 240,000 523,000 Interest expense (3,839,000 ) (5,631,000 ) Gain on conversion of investment in equity securities to marketable equity securities - 17,900,000 (Loss) gain on extinguishment of debt (4,569,000 ) 1,405,000 Loss from investment in unconsolidated entity - (667,000 ) Gain on deconsolidation of subsidiary 10,049,000 - Provision for loan losses, related party - (3,068,000 ) (Loss) gain on the sale of fixed assets (161,000 ) 68,000 Total other expense, net 1,720,000 10,530,000 (Loss) income before income taxes (4,664,000 ) 14,187,000 Income tax provision (benefit) 59,000 (1,000 ) Net (loss) income from continuing operations (4,723,000 ) 14,188,000 Net loss from discontinued operations - (3,336,000 ) Net (loss) income (4,723,000 ) 10,852,000 Net loss (income) attributable to non-controlling interest 518,000 (7,135,000 ) Net (loss) income attributable to Hyperscale Data, Inc. (4,205,000 ) 3,717,000 Preferred dividends (1,966,000 ) (1,260,000 ) Net (loss) income available to common stockholders $ (6,171,000 ) $ 2,457,000 Comprehensive loss Net (loss) income available to common stockholders $ (6,171,000 ) $ 2,457,000 Other comprehensive (loss) income Foreign currency translation adjustment 6,000 63,000 Other comprehensive income 6,000 63,000 Total comprehensive (loss) income $ (6,165,000 ) $ 2,520,000 4 Revenues Revenues by business category for the three months ended March 31, 2025 and 2024 were as follows: For the Three Months Ended March 31, Increase 2025 2024 (Decrease) % Sentinum, Inc. (“Sentinum”) Revenue, crypto assets mining $ 5,198,000 $ 11,447,000 $ (6,249,000 ) -55 % Revenue, commercial real estate leases 516,000 302,000 214,000 71 % Energy Revenue, crane operations 13,769,000 12,918,000 851,000 7 % Other 29,000 39,000 (10,000 ) -26 % AGREE 3,149,000 3,006,000 143,000 5 % TurnOnGreen 1,592,000 1,225,000 367,000 30 % Fintech Revenue, lending and trading activities (28,000 ) 9,099,000 (9,127,000 ) -100 % Other 796,000 329,000 467,000 142 % Total revenue $ 25,021,000 $ 38,365,000 $ (13,344,000 ) -35 % Sentinum Revenues from Sentinum’s crypto assets mining operations decreased $6.2 million to $5.2 million for the three months ended March 31, 2025, compared to $11.4 million for the three months ended March 31, 2024. The decrease was due primarily to a $3.7 million decline in revenue from mined crypto assets at Sentinum owned and operated facilities coupled with a $2.6 million decline in revenue from Sentinum crypto mining equipment hosted at third-party facilities. The $5.2 million decrease in revenue from mined crypto assets at Sentinum owned and operated facilities was due to the April 2024 Bitcoin halving event that occurred on the Bitcoin network and a 42% increase in the average Bitcoin mining difficulty level, partially offset by a 74% increase in the average Bitcoin price for the three months ended March 31, 2025, compared to the corresponding period in 2024. Energy Energy revenues from Circle 8’s crane operations increased by $0.9 million, or 7%, for the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by reduced pricing pressure and improved utilization of the crane fleet relative to the prior-year period. Fintech Revenues from our lending and trading activities decreased $9.1 million to approximately $0 for the three months ended March 31, 2025, compared to the same period in 2024. On February 14, 2024, RiskOn International, Inc. (“ROI”) transferred 2.5 million shares of White River Energy Corp. (“White River”) common stock with a recorded value of $0.5 million and a fair value of $7.5 million at the date of transfer to Ault Lending, LLC (“Ault Lending”). As of March 31, 2024, the 2.5 million shares of White River common stock held by Ault Lending had a fair value of $9.4 million and Ault Lending recorded an unrealized gain of $8.9 million during the quarter ended March 31, 2024 included in revenue from lending and trading activities. Revenues from our trading activities for the three months ended March 31, 2025 included net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings. TurnOnGreen TurnOnGreen’s revenues increased by $0.4 million, to $1.6 million for the three months ended March 31, 2025, compared to $1.2 million in the corresponding period in 2024. This rise was primarily due to higher sales from a single customer in the defense industry during the three months ended March 31, 2025. 5 Other Other revenues increased by $0.5 million, to $0.8 million for the three months ended March 31, 2025, compared to $0.3 million in the corresponding period in 2024. This rise was primarily due to higher corporate aircraft charter revenue from third parties. Gross Margins Gross margins declined to 21% for the three months ended March 31, 2025, compared to 47% for the same period in 2024. The decrease was primarily driven by the performance of our lending and trading activities, which negatively impacted gross margins in the current period but contributed favorably in the prior-year period. In both periods, gross margins were further pressured by low or negative gross margin contributions from our crypto asset mining operations. Excluding the impact of lending and trading activities as well as crypto asset mining, adjusted gross margins were 36% and 35% for the three months ended March 31, 2025 and 2024, respectively. Research and Development Research and development expenses remained consistent at $0.1 million for both the three months ended March 31, 2025 and 2024. Selling and Marketing Selling and marketing expenses were $2.3 million for the three months ended March 31, 2025, compared to $4.0 million for the three months ended March 31, 2024, a decrease of $1.7 million, or 42%. The decrease was primarily the result of a $1.6 million decrease in sales and marketing expenses at ROI from lower advertising and promotion costs. General and Administrative General and administrative expenses were $9.2 million for the three months ended March 31, 2025, compared to $10.4 million for the three months ended March 31, 2024, a decrease of $1.2 million, or 11% primarily due to lower professional fees, lower stock compensation and lower salaries and benefits expense. Other Expense, Net Other expense, net was $4.0 million for the three months ended March 31, 2025, compared to other expense, net of $10.5 million for the three months ended March 31, 2024. Interest and other income totaled $0.2 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively. Interest expense was $6.4 million for the three months ended March 31, 2025, compared to $5.6 million for the three months ended March 31, 2024. Interest expense for the three months ended March 31, 2025 included contractual interest of $3.8 million, amortization of debt discount of $0.1 million and forbearance and extension fees of $12,000. Interest expense for the three months ended March 31, 2024 included amortization of debt discount of $2.1 million, contractual interest of $2.0 million and forbearance and extension fees of $1.5 million. For the three months ended March 31, 2024, we recognized a noncash gain of $17.9 million related to the conversion of White River common stock by ROI into marketable equity securities. During the period, ROI transferred 6.7 million shares of White River common stock with a fair value of $19.2 million at the date of transfer. In connection with these transfers, ROI converted a portion of its White River Series A convertible preferred stock into common stock. No such gains were recognized during the three months ended March 31, 2025. During the three months ended March 31, 2025, we recognized a total net loss on extinguishment of convertible notes of $4.6 million. This amount includes: · A gain of $0.3 million resulting from the conversion of $0.7 million of convertible notes into 0.2 million shares of Class A common stock, which had a fair value of $0.4 million at the time of conversion; · A loss of $2.6 million related to the issuance of the A&R Forbearance Note. The A&R Forbearance Note, with a principal amount of $3.5 million, was determined to be substantially different from the original note due to significant changes in terms, including the addition of a conversion feature and increased principal amount. As such, extinguishment accounting was applied, and a loss was recognized based on the difference between the value of the A&R Forbearance Note and the net carrying amount of the original note; 6 · A loss of $1.0 million related to the Orchid convertible promissory note issued on March 14, 2025. Although the principal amount of the new note equaled the aggregate principal and accrued interest of the notes exchanged, the fair value of the new note, including the embedded derivative liability, exceeded the carrying amount of the original notes. As a result, a loss on extinguishment of $1.0 million was recognized; and · A loss of $1.3 million related to the SJC convertible promissory note issued on March 21, 2025. Although the principal of the new note matched the principal and accrued interest of the exchanged notes, the combined fair value of the new note and its embedded derivative exceeded the carrying amount of the original instruments. Accordingly, a $1.3 million loss on extinguishment was recognized. During the three months ended March 31, 2024, ROI investors converted $2.3 million of ROI senior secured convertible notes with a fair value of $0.9 million at the time of conversion. As a result, ROI recognized a $1.4 million gain on extinguishment of debt. Loss from investment in unconsolidated entity was $0.7 million for the three months ended March 31, 2024, representing our share of losses from our equity method investment in Algorhythm Holdings, Inc. On March 28, 2025, AVLP, a majority-owned subsidiary of ours, filed a voluntary petition for liquidation under Chapter 7 of the U.S. Bankruptcy Code. As a result of the filing, AVLP became subject to the control of the bankruptcy court, and we no longer maintained a controlling financial interest. Accordingly, we deconsolidated AVLP effective as of the petition date. In connection with the deconsolidation, we recognized a gain of $10.0 million, which is included in the condensed consolidated statement of operations for the three months ended March 31, 2025. During the three months ended March 31, 2024, we recorded a $3.1 million loan loss reserve related to the promissory note from Ault & Company, Inc. (“Ault & Company”), due to uncertainties surrounding collection. The reserve was recorded within provision for loan losses – related party. Income Tax Provision Our effective tax rate from continuing operations was 1.3% for the three months ended March 31, 2025, compared to 0.0% for the same period in 2024. We recorded an income tax provision of $0.1 million for the three months ended March 31, 2025, and recognized an income tax benefit of $1,000 for the three months ended March 31, 2024. Liquidity and Capital Resources As of March 31, 2025, we had cash and cash equivalents of $4.2 million, excluding restricted cash of $20.4 million, compared to $4.5 million in cash and cash equivalents and $20.5 million in restricted cash as of December 31, 2024. The decrease in cash and cash equivalents was primarily driven by cash used in operating activities, debt repayments, and purchases of property and equipment. These outflows were partially offset by cash inflows from financing activities, including the sale of preferred stock and proceeds from notes payable and convertible notes. Net cash used in operating activities totaled $4.0 million for the three months ended March 31, 2025, compared to $10.2 million for the three months ended March 31, 2024. Cash used in operating activities for the three months ended March 31, 2025 included $5.2 million proceeds from the sale of crypto assets from our Sentinum crypto assets mining operations, offset by operating losses and changes in working capital. Net cash used in operating activities for the three months ended March 31, 2024 included $0.6 million cash used in operating activities from discontinued operations. Net cash used in investing activities was $1.2 million for the three months ended March 31, 2025, compared to net cash used in investing activities of $1.7 million for the three months ended March 31, 2024. Net cash used investing activities for the three months ended March 31, 2025 included capital expenditures of $2.8 million partially offset by proceeds from collections on notes receivable, related party of $1.9 million. Net cash used in investing activities for the three months ended March 31, 2024 included $1.4 million cash provided by investing activities from discontinued operations. Net cash provided by financing activities was $4.7 million for the three months ended March 31, 2025, compared to $13.0 million for the three months ended March 31, 2024, and primarily reflects the following transactions: · $17.9 million gross proceeds from notes payable, offset by $13.8 million payments on notes payable; · $1.9 million gross proceeds from sales of Series D preferred stock; 7 · $1.9 million payments of preferred dividends; · $0.9 million gross proceeds from sales of Series G preferred stock, related party; and · $0.3 million payments on convertible notes payable. Net cash provided by financing activities for the three months ended March 31, 2024 included $0.5 million cash used in financing activities from discontinued operations. Financing Transactions Subsequent to March 31, 2025 Sales of Series G Preferred Stock and Warrants In April 2025, we sold to Ault & Company 100 shares of Series G preferred stock and Series G warrants to purchase 16,898 shares of Class A common stock, for an aggregate purchase price of $0.1 million. Issuances of Series D Preferred Stock From April 1, 2025 through May 15, 2025, we issued a total of 52,700 shares of our Series D preferred stock for the settlement of equity line of credit advances totaling $0.6 million. April 2025 Convertible Promissory Note On April 1, 2025, we issued to an institutional investor, a convertible promissory note in the principal face amount of $1.7 million (the “April 2025 Note”) in consideration for an advance of $1.5 million previously made by the investor to us (the “Transaction”). The April 2025 Note has a principal face amount of $1.7 million and was issued with an OID of 10%. The April 2025 Note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the April 2025 Note) occurs, at which time the April 2025 Note would accrue interest at 18% per annum. The April 2025 Note will mature on September 30, 2025. The April 2025 Note is convertible into shares of our class A common stock at any time after NYSE approval of the SLAP at a conversion price equal to the greater of (i) $0.40 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of 75% of the VWAP (as defined in the April 2025 Note) of the Class A common stock during the five trading days immediately prior to the closing date or the date of conversion. April 8, 2025 Convertible Note On April 8, 2025, we issued to an accredited investor a convertible promissory note in the principal face amount of $110,000 in consideration for $100,000. The note accrues interest at the rate of 15% per annum, unless an event of default (as defined in the note) occurs, at which time the note would accrue interest at 18% per annum. The note will mature on September 30, 2025. The note is convertible into shares of Class A common stock at a conversion price equal to the greater of (i) $0.45 and (ii) the lesser of (A) 75% of the VWAP (as defined in the note) of the Class A common stock during the five trading days immediately prior to the date of issuance of the note or (B) 75% of the lowest daily VWAP of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock. April 15, 2025 Convertible Promissory Notes On April 15, 2025, we entered into securities purchase agreements (the “Agreements”) with institutional investors (the “Investors”), pursuant to which we issued to the Investors convertible promissory notes in the aggregate principal face amount of $5.0 million (the “Notes”) in aggregate gross consideration of $4.0 million in cash paid by the Investors to us, prior to placement agent fees and expenses of approximately $0.5 million (the “Transaction”). The Notes have an aggregate principal face amount of $5.0 million and were issued with an original issue discount of 20%, or $1.0 million. The Notes do not accrue interest unless an event of default at which time the Notes would accrue interest at 20% per annum. The Notes will mature on September 30, 2025. The Notes are convertible into shares (the “Conversion Shares”) of the Company’s class A common stock at any time after NYSE American approval of the supplemental listing application at a conversion price equal to the greater of (i) $0.40 per share (the “Floor Price”), which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 80% of the lowest closing price of the Class A common stock during the five trading days immediately prior to the date of conversion into shares of Class A common stock. May 13, 2025 OID Only Term Note On May 13, 2025, we entered into an OID only term note agreement with an institutional investor with a principal amount of $1.4 million and an OID of $0.1 million. The maturity date of the promissory note is May 27, 2025. Mr. Ault entered into a personal guaranty agreement for the benefit of the investor. 8 Critical Accounting Estimates There have been no material changes to our critical accounting estimates previously disclosed in the 2024 Annual Report. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable for a smaller reporting company. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon our evaluation, each of our principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting was not effective as of the end of the period covered by this Quarterly Report because the Company has not yet completed its remediation of the material weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the end of its most recent fiscal year. Management has identified the following material weaknesses: 1. We do not have sufficient resources in our accounting department, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting, related party transactions, fair value estimates, accounting contingencies and analysis of financial instruments for proper classification in the consolidated financial statements, in a timely manner; 2. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness; 3. Our primary user access controls (i.e., provisioning, de-provisioning, privileged access and user access reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively. We did not design and/or implement sufficient controls for program change management to certain financially relevant systems affecting our processes; and 4. The Company did not design and/or implement user access controls to ensure appropriate segregation of duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition and crypto assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) crypto assets mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue. 9 Planned Remediation Management continues to work to improve its controls related to our material weaknesses, specifically relating to user access and change management surrounding our IT systems and applications. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) enhancing design and documentation related to both user access and change management processes and control activities; and (ii) developing and communicating additional policies and procedures to govern the area of IT change management. In order to achieve the timely implementation of the above, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis: · Engaging a third-party specialist to assist management with improving the Company’s overall control environment, focusing on change management and access controls; · Implementing new applications and systems that are aligned with management’s focus on creating strong internal controls; and · Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong Sarbanes Oxley and internal control backgrounds. We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Despite the existence of these material weaknesses, we believe that the condensed consolidated financial statements included in the period covered by this Quarterly Report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. Changes in Internal Controls over Financial Reporting. Except as detailed above, during the fiscal quarter ended March 31, 2025, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 10 PART II — OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Litigation Matters The Company is involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of a loss related to such matters. Arena Litigation Arena Investors, LP (ROI Litigation) On May 30, 2024, Arena Investors, LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v. Ault Alliance, Inc. and RiskOn International, Inc. , Index No. 652792/2024. The ROI Complaint asserts a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others, the Company and Arena, and seeks damages in the amount of in excess of $3.75 million, plus interest, attorneys’ fees, costs, expenses, and disbursements. The ROI Complaint also asserts a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023, and entered into among ROI and Arena. In connection with this cause of action, Arena seeks, among other things, costs and expenses from the Company and ROI. On July 31, 2024, the Company and ROI filed a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant, in its entirety, as against ROI. On or about January 21, 2025, the Court entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and granting the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI. On February 18, 2025, the Company filed an Answer to the ROI Complaint and asserted numerous affirmative defenses. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has recorded the unpaid portion of the notes. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. Other Litigation Matters With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. 11 ITEM 1A. RISK FACTORS There are no updates or changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION None of the Company’s directors and officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended March 31, 2025 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended). ITEM 6. EXHIBITS Exhibit Number Description 2.1 Agreement and Plan of Merger dated January 7, 2021. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 3.1 thereto. 2.2 Agreement and Plan of Merger dated December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 2.1 thereto. 2.3 Agreement and Plan of Merger dated December 20, 2022. Incorporated by reference to the Current Report on Form 8-K filed on December 21, 2022 as Exhibit 2.1 thereto. 3.1 Certificate of Incorporation, dated September 22, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.1 thereto. 3.2 Certificate of Designations of Rights and Preferences of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 13, 2018. Incorporated herein by reference to the Current Report on Form 8-K filed on September 14, 2018 as Exhibit 3.1 thereto. 3.3 Certificate of Amendment to Certificate of Incorporation, dated January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2019 as Exhibit 3.1 thereto. 3.4 Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated March 14, 2019. Incorporated herein by reference to the Current Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto. 3.5 Certificate of Ownership and Merger. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 2.1 thereto. 3.6 Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 3.1 thereto. 3.7 Certificate of Designation, Preferences and Rights relating to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated May 25, 2022. Incorporated by reference to the Registration Statement on Form 8-A filed on May 26, 2022 as Exhibit 3.6 thereto. 12 3.8 Certificate of Increase of the Designated Number of Shares of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 10, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 14, 2022 as Exhibit 3.1 thereto. 3.9 Certificate of Correction to the Certificate of Designation, Rights and Preferences of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 17, 2022 as Exhibit 3.1 thereto. 3.10 Certificate of Amendment to Certificate of Incorporation (1-for-300 Reverse Stock Split of Common Stock), dated May 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on May 16, 2023 as Exhibit 3.1 thereto. 3.11 Certificate of Elimination of the Series E convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.1 thereto. 3.12 Certificate of Elimination of the Series F convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.2 thereto. 3.13 Certificate of Elimination of the Series G convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.3 thereto. 3.14 Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Preferred Stock, dated November 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on November 21, 2023 as Exhibit 3.1 thereto. 3.15 Certificate of Elimination of the Series B convertible redeemable preferred stock of Hyperscale Data, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on December 12, 2023 as Exhibit 3.1 thereto. 3.16 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on January 12, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.2 thereto. 3.17 Second Amended and Restated Bylaws, effective as of January 11, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.1 thereto. 3.18 Certificate of Increase to Certificate Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock. Incorporated herein by reference to the Current Report on Form 8-K filed on April 4, 2024 as Exhibit 3.1 thereto. 3.19 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on September 6, 2024 and effective September 10, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on September 6, 2024 as Exhibit 3.1 thereto. 3.20 Certificate of Designation, Preferences and Rights relating to the 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock, dated November 11, 2024. Incorporated by reference to the Current Report on Form 8-K filed on November 12, 2024 as Exhibit 3.1 thereto. 3.21 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on November 20, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on November 20, 2024 as Exhibit 3.1 thereto. 3.22 Certificate of Designation, Preferences and Rights relating to the Series F Exchangeable Preferred Stock, dated November 22, 2024. Incorporated by reference to the Current Report on Form 8-K filed on November 25, 2024 as Exhibit 3.1 thereto. 3.23 Form of Certificate of Designation of Preferences, Rights and Limitations of Series G Cumulative Preferred Stock, dated December 21, 2024. Incorporated herein by reference to the Current Report on Form 8-K filed on December 23, 2024 as Exhibit 4.1 thereto. 3.24 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on February 5, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on February 10, 2025 as Exhibit 3.1 thereto. 3.25 Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Preferred Stock, dated March 31, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on April 1, 2025 as Exhibit 3.1 thereto. 3.26 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on April 23, 2025. Incorporated herein by reference to the Current Report on Form 8-K filed on April 25, 2025 as Exhibit 3.1 thereto. 13 10.01 Second Supplement and Amendment to Purchase Agreement dated January 9, 2025 by and among Hyperscale Data, Inc., Orion Equity Partners, LLC, Ascendiant Capital Markets, LLC and Northland Securities, Inc. Incorporated by reference to the Registration Statement on Form S-1/A filed on January 14, 2025 as Exhibit 10.40 thereto. 10.02 First Amendment to Loan Agreement dated January 9, 2025 by and among Hyperscale Data, Inc., OREE Lending Company, LLC and Helios Funds LLC. Incorporated by reference to the Registration Statement on Form S-1/A filed on January 14, 2025 as Exhibit 10.41 thereto. 10.03 Exchange Agreement, dated February 5, 2025, by and between the Company and the Investor. Incorporated by reference to the Current Report on Form 8-K filed on February 6, 2025 as Exhibit 10.1 thereto. 10.04 Form of Amended and Restated Forbearance Agreement. Incorporated by reference to the Current Report on Form 8-K filed on February 26, 2025 as Exhibit 10.1 thereto. 10.05 Exchange Agreement, dated March 14, 2025, by and between the Company and the Investor. Incorporated by reference to the Current Report on Form 8-K filed on March 17, 2025 as Exhibit 10.1 thereto. 10.06 Exchange Agreement, dated March 21, 2025, by and between the Company and the Investor. Incorporated by reference to the Current Report on Form 8-K filed on March 24, 2025 as Exhibit 10.1 thereto. 10.07 Amendment to the Securities Purchase Agreement, dated March 30, 2025, by and between the Company and Ault & Company, Inc. Incorporated by reference to the Current Report on Form 8-K filed on April1 , 2025 as Exhibit 10.1 thereto. 10.08 Securities Purchase Agreement, dated March 31, 2025, by and between Hyperscale Data, Inc. and SJC Lending, LLC. Incorporated by reference to the Current Report on Form 8-K filed on April 1, 2025 as Exhibit 10.1 thereto. 10.09 Registration Rights Agreement, dated March 31, 2025, by and between Hyperscale Data, Inc. and SJC Lending, LLC. Incorporated by reference to the Current Report on Form 8-K filed on April 1, 2025 as Exhibit 10.2 thereto. 31.1* Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. 101.INS* Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 20, 2025 HYPERSCALE DATA, INC. By: /s/ William B. Horne William B. Horne Chief Executive Officer (Principal Executive Officer) By: /s/ Kenneth S. Cragun Kenneth S. Cragun Chief Financial Officer (Principal Accounting Officer) 15