Ault Alliance Announces Results of Special Meeting of Stockholders
May 16 2023 - 6:30AM
Business Wire
Ault Alliance, Inc. (“Ault Alliance” or the
“Company”) (NYSE American: AULT), announced the voting
results from the special meeting of stockholders (the
“Meeting”) held yesterday, May 15, 2023. At the Meeting, the
stockholders voted on two proposals, each of which is described in
more detail in the Company’s definitive proxy statement previously
filed with the U.S. Securities and Exchange Commission.
At the Meeting, stockholders voted on and approved Proposal 1,
approval of an amendment to the Company’s Certificate of
Incorporation to effect a reverse stock split of the common stock
(the “Common Stock”) by a ratio of not less than one-for-ten
and not more than one-for-three hundred at any time prior to May
14, 2024, with the exact ratio to be set at a whole number within
this range as determined by the Company’s board of directors (the
“Board”) in its sole discretion.
At the Meeting, stockholders voted upon and did not approve
proposal 2, approval of the amendment to the Company’s Certificate
of Incorporation to increase the authorized shares of Common Stock
from 500,000,000 to 1,000,000,000. There were no other transactions
of other business brought before the Meeting or any further
adjournments or postponements thereof.
After the Meeting, the Board approved a one-for-three hundred
reverse stock split of the Common Stock that will be effective in
the State of Delaware on May 17, 2023. Beginning with the opening
of trading on May 18, 2023, the Company’s Common Stock will trade
on the NYSE American on a split-adjusted basis under a new CUSIP
number, 09175M 408.
The reverse stock split affects all issued and outstanding
shares of the Company’s Common Stock, as well as the number of
shares of Common Stock available for issuance under the Company’s
equity incentive plans. In addition, the reverse stock split
reduces the number of shares of Common Stock issuable upon the
exercise of stock options or warrants outstanding immediately prior
to the reverse split. The par value of the Company’s Common Stock
will remain unchanged at $0.001 per share after the reverse stock
split. The reverse stock split affects all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split
results in some stockholders owning a fractional share. No
fractional shares will be issued in connection with the reverse
split. Stockholders who would otherwise be entitled to receive a
fractional share will instead receive a cash payment.
Computershare Trust Company, N.A. (“Computershare”), is
acting as the exchange agent and transfer agent for the reverse
stock split. Computershare will provide instructions to
stockholders with physical certificates regarding the optional
process for exchanging their pre-split stock certificates for
post-split stock certificates and receiving payment for any
fractional shares.
For more information on Ault Alliance and its subsidiaries, the
Company recommends that stockholders, investors and any other
interested parties read the Company’s public filings and press
releases available under the Investor Relations section at
www.ault.com or available at www.sec.gov.
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.ault.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at www.sec.gov and on the Company’s
website at www.ault.com.
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