GPUS Hyperscale Data, Inc.
Price Chart
Executive Summary
Hyperscale Data filed Amendment No. 3 to its S-3 registration statement to register up to 43,011,836 shares of Class A common stock for resale by JGB selling stockholders upon conversion of $12.768 million face-value convertible notes issued December 2, 2025. The company will not receive any proceeds from this resale registration. The filing signals imminent conversion and near-term selling pressure from JGB, which holds notes convertible at a floor price of $0.30 per share — well above the May 28 closing price of $0.1852 — creating a significant overhang.
Key Financial Metrics
Actionable Insight
Expect immediate selling pressure once the registration becomes effective and JGB converts notes. The $0.30 floor conversion price is 62% above the current $0.1852 price, making conversion uneconomical at current levels unless the stock rallies significantly. However, the registration itself signals JGB's intent to monetize. Monitor for any stock price recovery toward $0.30 that would trigger conversions. The simultaneous $5M tender at $0.21 provides a partial offset but is dwarfed by the potential 43M-share overhang.
Key Facts
- Up to 43,011,836 shares registered for resale by JGB holders upon conversion of $12.768M convertible notes (face value, net $12.0M proceeds to company).
- Conversion price is the lower of $0.3235 or 85% of 3-day VWAP, with a $0.30 floor price — currently above the $0.1852 closing price.
- Shares represent ~8.53% of outstanding common stock (461.5M shares as of May 27, 2026).
- Company will receive no proceeds from this resale registration.
- JGB Partners, LP (4.53% owner), JGB Capital Offshore Ltd. (4.20%), and JGB Capital, LP (<1%) are the selling stockholders.
- Convertible notes bear 12.5% interest, mature December 2, 2027; JGB can force redemption of $250K/month if conversion price falls below floor.
- Company terminated its $50M ATM on May 27, 2026, after selling 137.6M shares for ~$24.7M gross proceeds.
- Company commenced a $5M tender offer for common stock at $0.21/share on May 26, 2026.
Financial Impact
Potential dilution of ~8.53% from full conversion; no new capital raised for the company.
Risk Factors
- Massive dilution from conversion of notes at $0.30 floor price if stock rallies.
- JGB selling could depress stock price further, creating a negative feedback loop.
- Company's financial position appears strained — $24.7M ATM exhausted, $5M tender launched, and multiple convertible preferred series outstanding.
- No new capital raised from this registration — it only enables existing noteholders to exit.
Market Snapshot
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3/A Filing (Primary) | 0001214659-26-006929 |
| Exhibit: ex23_3.htm | 0001214659-26-006929 |
| Exhibit: ex23_1.htm | 0001214659-26-006929 |
| Exhibit: ex23_2.htm | 0001214659-26-006929 |
| Document: 0001214659-26-006929-index-headers.html | 0001214659-26-006929 |
| Document: 0001214659-26-006929-index.html | 0001214659-26-006929 |
| Document: 0001214659-26-006929.txt | 0001214659-26-006929 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 11, 2026
3d ago
|
424B5
| $0.1760 awaiting T+5 | awaiting T+5 | — | $0.1500 (+14.77%) |
|
May 29, 2026
16d ago
|
S-3/A
| $20.90 $20.45 | ▲ +2.13% | ▼ −0.62% | $0.1500 (+99.28%) |
|
May 28, 2026
17d ago
|
424B5
| $20.67 $20.45 | ▼ −1.06% | ▼ −1.38% | $0.1500 (−99.27%) |
|
May 28, 2026
17d ago
|
8-K
| $20.67 $20.45 | ▼ −1.06% | ▼ −1.38% | $0.1500 (−99.27%) |
|
May 22, 2026
23d ago
|
S-3/A
| $19.91 $20.03 | ▼ −0.60% | ▲ +0.62% | $0.1500 (+99.25%) |
|
May 18, 2026
27d ago
|
8-K
| $19.97 $19.73 | ▼ −1.21% | ▼ −3.51% | $0.1500 (−99.25%) |
|
May 7, 2026
5w ago
|
8-K
| $19.68 $19.75 | ▲ +0.38% | ▼ −1.08% | $0.1500 (−99.24%) |
|
Apr 21, 2026
7w ago
|
8-K
| $20.43 $22.29 | ▲ +9.12% | ▲ +8.03% | $0.1500 (−99.27%) |
|
Apr 17, 2026
8w ago
|
8-K
| $20.41 $22.29 | ▲ +9.23% | ▲ +8.32% | $0.1500 (−99.26%) |
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Apr 7, 2026
9w ago
|
8-K
| $19.99 $21.37 | ▲ +6.92% | ▲ +3.41% | $0.1500 (−99.25%) |
US Market Status
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