Hyperscale Data, Inc. Commitments Disclosure

22. COMMITMENTS AND CONTINGENCIES

 

Related Party Commitments

 

During the year ended December 31, 2025, the Company’s subsidiaries, BitNile.com, Inc. and askROI, Inc., entered into marketing and promotional commitments with a subsidiary of Ault & Company. The commitments, which totaled approximately $9.2 million, related to the coordination and execution of media placements, promotional events, and related marketing services in connection with various contracted events. These services were billed on a pass-through basis, at cost, without any mark-up or commission. The full $9.2 million was expensed during the year ended December 31, 2025.

 

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 Investors, LP (ROI Litigation)

 

On May 30, 2024, Arena Investors LP (“Arena”), in its capacity as collateral agent for five noteholders, filed a filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against the Company and ROI, in an action captioned Arena Investors LP v. Ault Alliance, Inc. and RiskOn International, Inc., Index No. 652792/2024.

 

The 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 an amount in excess of $3,750,000, plus interest, attorneys’ fees, costs, expenses, and disbursements.

 

The 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 (the “Motion”) seeking to partially dismiss the Complaint, as against the Company, and to dismiss the 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 Complaint, as against Company, and granting the part of the Motion which sought dismissal of the Complaint, in its entirety, as against ROI.

 

On February 18, 2025, the Company filed an Answer to the Complaint and asserted numerous affirmative defenses.

 

On or about July 29, 2025, the Court entered an Order (the “Consolidation and Dismissal Order”) consolidating this action with that certain action captioned Arena Investors, LP v. Milton C. Ault III and Kristine Ault, Index No. 655857/2024, pending in the Supreme Court of the State of New York, County of New York (the “Second Filed Action”). In the Consolidation and Dismissal Order, the Court also dismissed Arena’s claims in the Second Filed Action, which arise from an alleged failure to pay a redemption premium as set forth in that certain Event of Default Redemption Notice, dated November 5, 2024, that Arena transmitted to, among others, the Company.

 

On or about September 11, 2025, Arena filed a notice of appeal in connection with the Consolidation and Dismissal Order.

 

On or about September 17, 2025, Arena formally commenced such appeal (the “Appeal”).

 

On or about October 3, 2025, the Company and Arena executed various settlement documents pursuant to which the Company agreed to resolve the matter through aggregate cash payments totaling $5.2 million. The Company made all required payments in accordance with the settlement terms.

 

On or about February 17, 2026, the Company filed a Stipulation of Discontinuance with Prejudice, thereby formally discontinuing the action.

 

On or about February 23, 2026, Arena filed a Notice of Withdrawal of the Appeal.

 

 

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 $1.1 million and $2.3 million as of December 31, 2025 and 2024, respectively.