Ault Alliance Announces the Removal of Certain Proposals to Be Voted upon at Its Annual Meeting of Stockholders and the Reduction in the Percentage Required to Obtain Quorum
January 09 2024 - 8:15PM
Business Wire
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company (“Ault Alliance,” or the “Company”), today
announced that it is removing certain proposals previously intended
to be voted upon at its Annual Meeting of Stockholders (the
“Meeting”). On December 29, 2023, the Company announced that
it had adjourned the Meeting from December 29, 2023 to January 12,
2024 due to the absence of quorum to conduct business.
Based on the absence of quorum to date, and the strong
indications that quorum will be difficult to obtain by January 12,
2024 despite having engaged a solicitation agent, the Company’s
board of directors (the “Board”) elected to amend the
Company’s Amended and Restated Bylaws (the “Bylaws”) to
reduce the percentage required to obtain quorum from a majority of
the voting power of the issued and outstanding capital stock of the
Company to thirty-five percent (35%) of such voting power,
effective at the close of business Eastern Time on Thursday,
January 11, 2024.
The Board also determined to remove from consideration the
following three proposals in the Proxy Statement dated December 1,
2023 (the “Proxy Statement”) at the Meeting:
- To approve, pursuant to Rule 713(a) and (b) of the NYSE
American, the conversion of the Company’s 10% Senior Secured
Convertible Note in the principal amount of $17,519,832.00 into the
Company’s Class A common stock, par value $0.001 per share (the
“Common Stock”) as well as the exercise of the warrants to
purchase such shares of Common Stock, each as issued pursuant to
the Note Purchase Agreement dated October 13, 2023;
- To approve, pursuant to Rule 713(a) and (b) of the NYSE
American, the conversion of the Company’s 50,000 shares of Series C
convertible preferred stock into Common Stock, and warrants to
purchase shares of Common Stock, for a total purchase price of up
to $50,000,000.00, pursuant to the Securities Purchase Agreement
dated November 6, 2023; and
- To approve, pursuant to Rule 713(a) of the NYSE American, (i)
the issuance by the Company of additional shares of Common Stock,
in a registered direct offering, underlying the Company’s
Convertible Note in the principal amount of $2.2 million issued
pursuant to the Exchange Agreement dated September 27, 2023, as
well as (ii) the right granted to the counterparty in the Exchange
Agreement to purchase a note substantially identical to the
Convertible Note in an amount of up to $3,300,000.
Consequently, the Meeting will be held for the following
purposes:
- To elect the seven (7) director nominees named in the Proxy
Statement to hold office until the next annual meeting of
stockholders;
- To ratify the appointment of Marcum LLP, as the Company’s
independent registered public accounting firm for the fiscal year
ended December 31, 2023;
- To approve an 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 Board in its sole discretion; and
- To approve the adjournment of the Meeting to a later date or
time, if necessary, to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the
Meeting, there are not sufficient votes to approve any of the other
proposals before the Meeting.
To access the virtual meeting please click the Virtual
Shareholder Meeting link: meetnow.global/MXV24TS. To login to the
virtual meeting you have two options: Join as a “Guest” or Join as
a “Stockholder.” If you join as a “Stockholder” you will be
required to have a control number.
Further information regarding the change to the Proposals can be
found in the Supplement to Proxy Statement filed by the Company
with the Securities and Exchange Commission on January 9, 2024.
If you have already voted your shares any of the proposals
contained in Proxy Statement, you do not need to vote again and we
thank you for your support. If you did not vote at all with respect
to any such proposal, we urge you to vote your shares in favor of
all the remaining proposals. You may use the Proxy Card with which
you were originally provided.
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 offers colocation and hosting services for the emerging
artificial intelligence ecosystems and other industries, and
provides mission-critical products that support a diverse range of
industries, including a 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.
Additional Information and Where to
Find It
The Company has filed a definitive proxy statement on Schedule
14A and associated proxy card (the “Proxy Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”),
which was filed on November 24, 2023 and supplemented on December
29, 2023. The Company, its directors, its executive officers and
certain other individuals set forth in the definitive proxy
statement will be deemed participants in the solicitation of
proxies from stockholders in respect of the Annual Meeting, subject
to the changes referred to above. Information regarding the names
of the Company’s directors and executive officers and certain other
individuals and their respective interests in the Company by
security holdings or otherwise is set forth in the Proxy Statement.
BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE PROXY STATEMENT. The Proxy Statement and a form
of proxy have been mailed to stockholders of the Company. Investors
and stockholders can obtain a copy of the documents filed by the
Company with the SEC, including the Proxy Statement, free of charge
by visiting the SEC’s website, www.sec.gov.
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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Ault Alliance Investor
Contact: IR@Ault.com or 1-888-753-2235
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