Tender Offer - Ault & Company, Inc.

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Form Type: SC TO-C

Filing Date: 2025-01-02

Corporate Action: Tender-offer

Type: Abandonment

Accession Number: 000092189525000008

Filing Summary: On January 2, 2025, Ault & Company, Inc. announced the abandonment of its cash tender offer intended to acquire up to 111,000 shares of Class A Common Stock of Hyperscale Data, Inc. The offer was set within a price range of $7.50 to $10.00 per share. The decision to abandon the offer allows Ault & Company to pursue a recently executed securities purchase agreement where it has the right to invest up to $25 million in Hyperscale Data's Series G Convertible Preferred Stock. Ault & Company expressed that the current stock price of the Common Stock is below the intrinsic value and highlighted their commitment to Hyperscale Data and its shareholders through the Preferred Shares investment. Future tender offers may be reconsidered post completion of the Preferred Shares purchase, contingent upon board and regulatory approval, and current market assessments. Ault & Company and its affiliates control approximately 91.7% of Hyperscale Data's shares, predominantly through Series C Convertible Preferred Stock and warrants.

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Additional details:

Title Of Class Of Securities: Common Stock

Cusip Number Of Class Of Securities: 09175M804

Tender Offer Price Range: $7.50 to $10.00

Number Of Shares In Tender Offer: 111,000

Investment In Preferred Stock: $25 million

Offer Type: third-party tender offer

Ownership Percentage: 91.7%

Form Type: CORRESP

Filing Date: 2024-12-13

Corporate Action: Tender-offer

Type: Update

Accession Number: 000092189524002944

Filing Summary: Ault & Company, Inc. submitted a response to a letter from the SEC regarding their Schedule TO-C filed on December 6, 2024, concerning a third-party tender offer for shares of Hyperscale Data, Inc. The tender offer price is set between $7.50 and $10.00 per share through a modified Dutch auction, which the SEC has indicated may require modifications as this mechanism is atypical for third-party offers. The company provided a detailed explanation of the procedural protections involved, affirming that they will implement necessary protocols to ensure compliance. Additionally, they acknowledged the SEC's comments about the price range in the offer and will adjust the minimum price to $8.00 to align better with regulatory expectations. Furthermore, Ault & Company confirmed their commitment to avoiding references to safe harbor provisions regarding forward-looking statements in future filings related to the tender offer, adhering to SEC guidance. The consistent acknowledgment of SEC concerns shows the company's inclination to maintain compliance and transparency in their tender offer process.

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Additional details:

Comment: The Offer is a third-party tender offer.

Offer Price Range: $7.50 to $10.00 per share

Minimum Price Revision: $8.00

Procedural Protections: Disclosure of minimum and maximum consideration, pro rata acceptance, withdrawal rights, prompt announcement of the purchase price, purchase of all accepted securities at the highest price paid.

Acknowledged Sec Comments: Will avoid references to safe harbor provisions in future filings.

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