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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On April 30, 2020, DPW Holdings, Inc.,
a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Meeting”)
for stockholders to vote on the following proposals: (i) to approve, pursuant to Rule 713 of the NYSE American, the issuance of
shares of the Corporation’s Class A common stock, par value $0.001 per share (“Common Stock”) to Esousa
Holdings LLC (“Esousa”), in accordance with the Master Exchange Agreement dated February 10, 2020, and the exercise
of warrants issued in connection therewith; (ii) to approve the exercise of warrants issued or issuable to Esousa to purchase up
to an aggregate of 2,000,000 shares of Common Stock, issued in connection with certain term promissory notes in an aggregate amount
of up to $2,000,000; and (iii) to approve the conversion of a $1,000,000 Convertible Promissory Note issued on February 5,
2020 (the “Ault Note”), to Ault & Company, Inc., which is convertible into 717,241 shares of Common Stock
at $1.45 per share (which figure presumes conversion of principal and accrued but unpaid interest as of August 5, 2020, the maturity
date of the Ault Note), in order to comply with the listing rules of the NYSE American.
As of March 2, 2020, the record date for
the Meeting (the “Record Date”), the Company had outstanding and entitled to vote 4,943,649 shares of common
stock and 125,000 shares of Series B Convertible Preferred Stock issued and outstanding. The 125,000 shares of Series B Convertible
Preferred Stock carry the voting power of 0.05% of all votes entitled to be voted at the Meeting. In
order to conduct the business of the Meeting, the Company required the presence, in person or by proxy, of a quorum consisting
of a majority of the outstanding shares of stock entitled to vote as of the Record Date. There were, either in person or
by proxy, the holders of 1,758,255 shares of common stock and Series B Convertible Preferred Stock, or approximately 35.5% of all
of the shares entitled to vote at the Meeting. Because a quorum was not present at the Meeting,
no business was conducted and the Company adjourned the Meeting.
The
vote results were as follows, although, as previously noted, the vote had no effect due to the absence of a quorum at the Meeting:
Proposal One: To
approve, pursuant to Rule 713 of the NYSE American, the issuance of shares of Common Stock to Esousa, in accordance with the Master
Exchange Agreement dated February 10, 2020, and the exercise of warrants issued in connection therewith.
For
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Against
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Abstain
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1,569,089
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169,016
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20,150
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Proposal Two: to
approve the exercise of warrants issued or issuable to Esousa to purchase up to an aggregate of 2,000,000 shares of Common Stock,
issued in connection with certain term promissory notes in an aggregate amount of up to $2,000,000.
For
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Against
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Abstain
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1,570,002
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167,172
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21,081
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Proposal Three: To
approve the conversion of the Ault Note, to Ault & Company, Inc., which is convertible into 717,241 shares of Common Stock
at $1.45 per share (which figure presumes conversion of principal and accrued but unpaid interest as of August 5, 2020, the maturity
date of the Ault Note), in order to comply with the listing rules the NYSE American.
For
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Against
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Abstain
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1,492,087
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167,842
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98,326
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The Company will hold another special meeting
on June 8, 2020 (the “New Meeting”) at which it will seek approval for the same proposals as was sought for
the Meeting, as well as the ratification of the appointment of Marcum LLP as its independent auditor. The record date for the New
Meeting will be established by the Company, but will be set at a future date; the former record date of March 2, 2020 is no longer
valid.