Hyperscale Data, Inc. (NYSE American: GPUS), an artificial intelligence data center company, announced plans to tokenize up to 1,340,947 shares of its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, representing approximately USD 33.5 million in potential gross proceeds at an assumed offering price of USD 25.00 per share.

The announcement follows 52 consecutive monthly Series D dividend payments and is intended to expand access to eligible investors through blockchain-based real-world asset platforms.

Proceeds Targeted at Michigan AI Data Center Campus

The company intends to use the net proceeds primarily to finance the continued development, construction, and expansion of its Michigan AI data center campus.

Planned uses include power distribution, cooling systems, utility improvements, customer deployment infrastructure, and potentially working capital purposes.

According to the company, the proposed initiative would create an additional financing channel by bringing an established, publicly traded preferred security to eligible investors through digital securities platforms in the United States and international markets.

An Established Preferred Security

The Series D Preferred Stock trades on the NYSE American under the symbol GPUS PD and carries a 13.00% annual cumulative dividend based on its USD 25.00 per-share liquidation preference. That is equivalent to USD 3.25 annually, or approximately USD 0.2708333 monthly per share.

Hyperscale Data has reported 52 timely consecutive monthly dividend payments since the security was first issued in June 2022.

Dividends are payable when declared by the Board of Directors, and the company cautioned that historical payments do not guarantee future dividends. The security is perpetual and has no stated maturity.

Under the contemplated structure, the tokens would represent interests in the underlying Series D Preferred Stock, with its economic and legal rights preserved.

Implementation would be pursued through appropriate securities-market participants, technology providers, custody arrangements, and transfer infrastructure, subject to applicable securities laws and jurisdictional restrictions.

The company stated that no specific exchange, trading venue, or international listing arrangement has been finalized.

Common Share Considerations

The contemplated offering would issue Series D Preferred Stock rather than Class A common stock.

Because the Series D Preferred Stock is not convertible into Class A common stock except in extremely limited and exceptional circumstances, the company does not expect this financing to result in additional Class A common shares at issuance or through ordinary conversion thereafter.

The company noted that this statement relates solely to the contemplated offering and does not preclude future issuances of Class A common stock in other financings or transactions.

The company also acknowledged that additional preferred stock would increase its preferred dividend obligations and liquidation preferences and could reduce cash flow available to the company and its common stockholders. Management intends to evaluate those obligations against anticipated operating cash flow, existing commitments, and capital expenditure requirements.

William B. Horne, Chief Executive Officer of Hyperscale Data, stated, "Our priority is to secure capital that advances the Michigan campus and supports its long-term development. Tokenization could broaden the investor audience for our established preferred security and add a financing channel as we build our AI infrastructure business. We intend to evaluate this approach with careful attention to its cost, our liquidity needs, and the interests of our stockholders."

Financial Outlook Supports Evaluation of Series D Financing

Hyperscale Data previously announced consolidated financial guidance for the year ending December 31, 2027, projecting revenue of approximately USD 300 million to USD 350 million and adjusted EBITDA of approximately USD 60 million to USD 80 million.

Management believes its adjusted EBITDA outlook supports evaluating additional Series D Preferred Stock financing, as anticipated growth in operating profitability could help sustain the associated preferred dividend obligations while funding long-term infrastructure investment.

In assessing the amount and timing of any financing, the company intends to consider expected cash generation, existing obligations, liquidity needs, and capital expenditure requirements.

The company cautioned that the guidance is preliminary and reflects management's expectations regarding future business performance. Adjusted EBITDA is a non-GAAP measure and does not represent cash flow available for preferred dividend payments or assure the company's ability to pay those dividends.

Hyperscale Data stated it cannot provide a quantitative reconciliation of its projected Adjusted EBITDA to the most directly comparable GAAP measure, which in this case would be net income or loss, because certain components required to calculate net income or loss cannot presently be reasonably estimated without unreasonable effort.

Those components include future interest expense, income taxes, depreciation and amortization, stock-based compensation, impairment charges, acquisition-related expenses, and changes in the fair value of financial instruments. The company said these items are likely to be material to its future GAAP results.

No Assurance of Completion

The company intends to provide further updates on the timing, structure, implementation, and distribution arrangements for the proposed offering.

However, it stated there can be no assurance that the offering will be completed, that the full contemplated amount will be raised, or that a secondary trading market for the tokenized securities will develop.

Hyperscale Data recommends that stockholders, investors, and other interested parties seek more information on the company and its subsidiaries through its published materials.

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