Hyperscale Data Inc

This management proposal requests shareholder approval to amend the Certificate of Incorporation to permit the Board to effect a reverse stock split of Class A Common Stock at a ratio between 1-for-2 and 1-for-5 at any time prior to March 17, 2027, with the Board retaining sole discretion to select the exact whole-number ratio within that range or to abandon the split. Management frames the split primarily as a tool to increase the per-share market price to help ensure continued listing on the NYSE American and to broaden institutional investor interest, while also potentially reducing certain administrative and transactional costs. The proposal expressly preserves the Board’s flexibility to choose the timing and the precise ratio, enabling the Board to react to prevailing market price, trading volume, listing requirements and other conditions. The Company discloses the mechanics and consequences: shares will be proportionately combined, fractional interests will be paid in cash (no fractional shares issued), and proportional adjustments will be made to options, warrants, convertible securities and employee awards. The Board also cautions that a reverse split may not achieve the intended price increase and that market capitalization could decline; it highlights risks such as market perception and underlying business performance which can offset intended benefits. For governance and investor-impact analysis, the split does not change percentage ownership (except for cash-in-lieu for fractional shares) but may create odd-lot holdings and potentially reduce liquidity for small holders. From a regulatory perspective, the company underscores the split’s role in meeting NYSE American continued listing criteria—suggesting the action is at least partly defensive to avoid delisting. The Board recommends approval, arguing that flexibility and preserved discretion to abandon reduce risk while enabling a structural remedy to low price levels; however, stockholders should weigh dilution-neutral technical benefits against the potential for adverse market reactions and the fact that the split is unlikely to change underlying fundamentals.

Management seeks shareholder approval to amend the Certificate of Incorporation to raise authorized Class A shares fivefold from 500 million to 2.5 billion, primarily to ensure the Company can satisfy conversion and exercise obligations and retain flexibility for financing, acquisitions, equity incentives and other corporate purposes. The filing documents show significant outstanding convertible instruments and reserved shares (total potential issuable shares noted as 310,509,269, with 250,998,798 characterized as "Waiver Securities" not currently reservable until the charter is amended), indicating the current authorized cap is insufficient for these contingent issuances without an amendment. The Board emphasizes that certain tranches, registration-based sales agreements, convertible notes with low floor prices, and preferred stock conversions could otherwise be stymied, potentially forcing the Company to renegotiate or seek more expensive financing alternatives. The Company discloses specific commitments (e.g., sales agreement for up to $50M, convertible notes, Series B/C/G/H preferred conversion exposure, and potential option exercises tied to Proposal 4), and notes that Ault & Company has agreed not to convert certain preferred holdings until this increase is approved—indicating interlocking governance/financing considerations. While the amendment itself does not immediately dilute existing holders, future issuance of newly authorized shares could materially dilute voting power, EPS, and book value; management acknowledges this risk while arguing the authorized increase is required to meet existing contractual obligations and to maintain operational flexibility. From a control perspective, management also notes the amendment could be used defensively in future control contests, although it states no hostile takeover prompted the action. The Board unanimously recommends approval, framing the action as a pragmatic step to align charter capacity with the Company’s contractual and strategic financing needs; stockholders should evaluate the tradeoff between granting flexibility and the potential for dilution or strategic misuse of a larger share pool.

This proposal asks shareholders to approve the issuance to Ault & Company (A&C) of up to 100,000 shares of Series H Preferred Stock under a Securities Purchase Agreement, which would permit A&C to purchase Class A Common Stock (potentially convertible into a very large number of common shares depending on conversion mechanics) for up to $100 million in cash. Management frames the transaction as a critical financing alternative to shore up the Company’s balance sheet and to increase stockholders’ equity—an element tied to maintaining compliance with NYSE American listing standards—while noting that subsequent events (ATMs raising ~$125M) have improved the Company’s position; nevertheless, management argues that the Series H transaction remains valuable as capital access. The SPA grants A&C protective rights, dividend and conversion terms (including cumulative dividends at a 9.5% annual rate, conversion price mechanics subject to a floor and potential increases in dividend rate upon default), liquidation preferences pari-passu with some other preferred series, and certain covenants (e.g., reserve account funding, preemptive participation rights, restrictions on variable-rate or low-price financings for specified periods) that give A&C meaningful influence and downside protections. Because the issuance could result in A&C’s ability to acquire a controlling economic and voting interest and to appoint board members, NYSE Rules 713(a) & (b) mandate stockholder approval—this is both a regulatory requirement and substantively a control-sensitive transaction. Management discloses dilution scenarios (illustrating A&C could beneficially own a majority under certain full-conversion scenarios) and acknowledges potential market pressure from A&C selling shares, which could depress the market price. The Board recommends the proposal to preserve an important financing path, but independent investors should weigh the benefits of secured capital and NYSE compliance against concentrated control risk, meaningful dilution under conversion scenarios, and the strategic rights A&C would receive under the SPA; additionally, because A&C is an affiliate and will not vote, shareholder approval is especially pivotal and represents a direct exercise of independent stockholder consent over this affiliate transaction.

This management proposal requests shareholder approval under NYSE American Rule 711 for option grants to directors and executive officers aggregating up to 7,500,000 shares, with specified exercise prices, ten-year terms, and vesting that is partially contingent on stockholder and Exchange approval. Management argues the grants are necessary to restore incentive value to key personnel after prior awards were rendered economically ineffective by the sustained decline in market price, and to compensate recipients who previously suffered tax liabilities on shares that could not be sold. The option structure (mix of independent and non-independent director awards, larger grants to named executives, and a later lower-priced grant to a newly-appointed director) balances retention and incentive objectives while attempting to limit immediate dilution by using options rather than outright stock. The plan ties vesting and exercisability to both stockholder approval and NYSE approval, which creates an execution conditionality that protects existing shareholders from immediate issuance absent required approvals. From a governance perspective, granting options to executives and directors (including significant grants to insiders) raises typical agency concerns—potential dilution, alignment of incentive horizons, and the magnitude of awards relative to outstanding shares—and warrants scrutiny of whether the awards reflect market practices and performance metrics. The company quantifies potential dilution (~2.14% on a fully issued basis as of the Record Date) and notes that exercise prices for many grants ($0.72) are above the prevailing market, limiting immediate in-the-money issuance but not preventing future dilution should prices recover. The Board recommends approval as a retention and alignment tool; shareholders should assess whether the size, pricing, and vesting conditions appropriately balance retention needs and shareholder dilution risks, and consider the consistency of these awards with the company’s long-term performance targets and compensation philosophy.

This routine management proposal seeks authority to adjourn the Meeting if, based on initial vote tabulation, there are insufficient votes to approve one or more of the other proposals, enabling management to continue soliciting proxies and seek required approvals. The proposal is procedural and customary; NYSE rules and Delaware law permit such adjournments for further solicitation when necessary. The Company notes that this proposal is considered "routine" for broker voting purposes (brokers can exercise discretion on this item), which reduces the risk that broker non-votes will prevent adjournment. The Board argues the adjournment right protects stockholder value by allowing additional outreach to holders to address vote shortfalls and avoid abrupt termination of key, potentially value-impacting proposals. From a governance perspective, adjournment provisions are standard but also afford management the ability to buy time to change vote outcomes; stockholders should monitor whether adjournments are used instrumentally to alter proposal terms or circumvent opposition. The Board unanimously recommends approval to preserve flexibility; given the non-controversial mechanics and limited substantive effect, a vote for adjournment is widely customary in proxy contexts.