8-K
filed January 12, 2024, 6:59 PM ET
ticker GPUS
CIK 0000896493
other material
confidence high
sentiment negative
materiality 0.70
Ault Alliance approves 1-for-25 reverse stock split; reduces quorum threshold to 35%
Hyperscale Data, Inc.
- Reverse stock split of common stock at 1:25 ratio effective Jan 16, 2024; split-adjusted trading begins Jan 17 on NYSE American under new CUSIP 09175M 507.
- Shares outstanding reduced from ~121.5M to ~4.86M; par value unchanged at $0.001; authorized shares unchanged.
- Bylaws amended to lower stockholder meeting quorum from majority to 35% of outstanding shares entitled to vote.
- Stockholders elected 7 directors and ratified Marcum LLP as auditor; three proposals withdrawn; reverse split approved with 16.0M for, 11.3M against.
- No fractional shares issued; cash payment for fractional entitlements; Computershare acting as exchange agent.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Hyperscale Data, Inc.: Stockholders approved and the board effected an amendment to the Certificate of Incorporation to implement a 1-for-25 reverse stock split (effective 2024-01-12).
- Change
- charter amendment
- Effective
- 2024-01-12
Exact text from the filing
On January 12, 2024, pursuant to the approval provided by the stockholders of the Company at its annual meeting of stockholders (the “ Annual Meeting ”), the Board approved an amendment to the Company’s Certificate of Incorporation (the “ Amendment ”) to effectuate a reverse stock split of the Company’s Class A common stock, $0.001 par value (“ Common Stock ”) affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-twenty-five (the “ Reverse Stock Split ”). The Company filed the Amendment to its Certificate of Incorporation with the State of Delaware effectuating the Reverse Stock Split on January 12, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hyperscale Data, Inc.: The board amended the bylaws to reduce the quorum requirement for stockholder meetings from a majority to 35% of outstanding shares (effective 2024-01-11).
- Change
- bylaw amendment
- Effective
- 2024-01-11
Exact text from the filing
On January 8, 2024, the board of directors (the “ Board ”) of Ault Alliance, Inc. (the “ Company ”) determined that it was in the best interests of the Company and its stockholders to amend and restate the Amended and Restated Bylaws of the Company (the “ Prior Bylaws ”), and by resolution authorized, approved and adopted the Second Amended and Restated Bylaws of the Company (the “ Second Amended and Restated Bylaws ”). The Second Amended and Restated Bylaws became effective on January 11, 2024. The only substantive change of the Second Amended and Restated Bylaws from the Prior Bylaws was to amend Article II, Section 2.6 of the Prior Bylaws to decrease the quorum requirement for a meeting of stockholders from a majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, to 35% of the outstanding shares of the Company entitled to vote, represented in person or by proxy.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hyperscale Data, Inc. shareholders approved Approval of amendment to Certificate of Incorporation to effect a reverse stock split of Common Stock by a ratio of not less than 1:5 and not more than 1:25 at the 2024-01-12 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2024-01-12
Exact text from the filing
Proposal Six : Approval of the amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-five and not more than one-for-twenty-five at any time prior to December 28, 2024, with the exact ratio to be set at a whole number within this range as determined by the Company’s board of directors in its sole discretion.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Hyperscale Data, Inc. shareholders approved Election of seven director nominees at the 2024-01-12 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-01-12
Exact text from the filing
Proposal One : The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
Hyperscale Data, Inc. shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2024-01-12 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-01-12
Exact text from the filing
Proposal Two : The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
View on SEC.gov
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