Hyperscale Data Inc. (NYSE American: GPUS) fell to a new 52-week low Friday as trading volume surged. Recent SEC disclosures also show the company’s reported Class A share count had expanded by nearly 38% in the weeks following its August reverse stock split.
GPUS closed Friday at $0.1653, down 6.35%, after touching an intraday low of $0.1582. About 229.19 million shares traded during the regular session, compared with 16.36 million on Thursday and 15.45 million on Wednesday.
SEC Filings Trace the Post-Split Class A Share Count
Hyperscale Data’s 1-for-5 reverse split became effective at 11:59 p.m. Eastern on Aug. 24, with split-adjusted trading beginning Aug. 25. The company said the transaction reduced Class A shares outstanding from approximately 679.91 million to 135,981,983, while authorized Class A shares remained unchanged.
By Sept. 4, Hyperscale Data reported 165,267,650 Class A shares outstanding. A subsequent Schedule 13D/A filed Sept. 15 used 187,077,596 Class A shares outstanding as of Sept. 14. That represents an increase of about 51,095,613 shares, or approximately 37.6%, from the immediate post-split level.
The Sept. 14 figure is also supported by a Schedule 13G filed two days later. At that reported level, Friday’s 229.19 million-share trading volume was about 1.23 times the latest Class A shares-outstanding figure. That does not mean more than 100% of unique outstanding shares changed owners, since the same shares can trade repeatedly during a session.
The available disclosures do not reconcile the full 51.1 million-share increase to specific issuance transactions. Hyperscale Data’s Aug. 18 quarterly filing showed that the company had a $300 million at-the-market Class A stock program and a prepaid advance with Yorkville that could be repaid through Class A share issuances under a market-price formula.
The company’s Sept. 4 dividend announcement also said it expected to issue additional eligible capital stock before its Sept. 15 record date. Those disclosures establish available issuance mechanisms but do not specify how much of the post-split increase came from each.
Preferred Stock Adds Potential Class A Share Equivalents
Separate from the increase in actual Class A shares outstanding, Ault & Company holds convertible preferred securities that can represent additional Class A shares depending on the applicable conversion price.
The Sept. 15 Schedule 13D/A reported that Ault & Company held 50,000 Series C, 960 Series G, and 4,000 Series H preferred shares. Using a $0.1763 conversion price for the filing’s calculations, those securities represented approximately 283.61 million, 5.45 million, and 22.69 million potential Class A shares, respectively, or about 311.74 million combined. Those figures are conversion-based share equivalents, not currently outstanding Class A shares.
The filing states that each of the three preferred series has a $1,000 stated value and uses a conversion price equal to the greater of $0.10 or 105% of the Class A stock’s average volume-weighted price over the preceding 10 trading days. As a result, changes in the applicable conversion price can change the number of Class A shares represented by a fixed preferred amount under the securities’ terms.
Ault & Company said Friday that its direct investment in Hyperscale Data through convertible preferred stock totaled $55 million. It also retains the right to purchase up to an additional $96 million of Series H preferred stock, subject to stated conditions. The announcement did not provide an updated Class A shares-outstanding figure.
The cited disclosures do not establish that either the increase in reported Class A shares or the preferred-stock conversion mechanics caused Friday’s decline or elevated trading volume.
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