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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Date of Report (Date of earliest event reported): September 6, 2024

 

Ault Disruptive Technologies Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41171   86-2279256

(State or other jurisdiction

of incorporation)

   (Commission File Number)   (IRS Employer Identification No.)

 

11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141

(Address of principal executive offices) (Zip Code)

 

(949) 444-5464

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one share of Common Stock, par value $0.001 per share and three-fourths of one Redeemable Warrant to purchase one share of Common Stock   ADRTU   NYSE American LLC
Common Stock, par value $0.001 per share   ADRT   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

 

Emerging growth company  x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

  
 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On September 6, 2024, Ault Disruptive Technologies Corporation (the “Company”) held an Annual Meeting of Stockholders (the “Meeting”). As of the close of business on August 7, 2024, the record date for the Meeting, the Company had 2,942,180 shares of common stock, par value $0.001 per share (“Common Stock”) issued and outstanding, which constituted all of the outstanding voting capital stock of the Company.

 

At the Meeting, the stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 8, 2024 (the “Proxy Statement”). At the Meeting, stockholders approved both proposals that were presented for a vote. The table below sets forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

 

Proposal One: The re-election of the director named in the Proxy Statement, to the Company's board of directors, with such director serving as a Class II director to hold office for a term of three years or until his successor has been duly elected and qualified.

 

    For   Against   Abstain   Broker
Non-Votes
Steve J. Smith   2,879,263   687   0   19,718

 

Proposal Two: The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For   Against   Abstain   Broker Non-Votes
2,895,922   3,746   0   0

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

 

Exhibit No.   Exhibit Description
     
101   Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

  

  
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 6, 2024 AULT DISRUPTIVE TECHNOLOGIES CORPORATION
     
  By:

/s/ Henry Nisser

  Name: Henry Nisser
  Title: President and General Counsel

 

 

 

 

 

 

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Sep. 06, 2024
Document Type 8-K
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Document Period End Date Sep. 06, 2024
Entity File Number 001-41171
Entity Registrant Name Ault Disruptive Technologies Corporation
Entity Central Index Key 0001864032
Entity Tax Identification Number 86-2279256
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 11411 Southern Highlands Parkway
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89141
City Area Code (949)
Local Phone Number 444-5464
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Title of 12(b) Security Units, each consisting of one share of Common Stock, par value $0.001 per share
Trading Symbol ADRTU
Security Exchange Name NYSE
Common Stock, par value $0.001 per share  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol ADRT
Security Exchange Name NYSE
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