Hyperscale Data, Inc. (GPUS) Earnings Call Transcript & Summary

Hello. And welcome to the Special Meeting of Stockholders of DPW Holdings, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Ken, Chief Accounting Officer of DPW Holdings, Inc. Mr. Cragun, the floor is yours.

Good morning, ladies and gentlemen. I'm Ken Cragun, the Chief Accounting Officer of DPW Holdings, Inc. It is now 9:00 a.m., and I call to order the special meeting. I will act as Chairman of this meeting, and I would like to take this opportunity to welcome you to our special meeting. David Katzoff will act as Secretary of this meeting and has been appointed to act as inspector of election. This meeting has been called for the matters set forth in the proxy dated May 18, 2020. An affidavit of mailing, establishing that notice of the meeting was duly given, has been delivered to us. The affidavit of mailing is approved and will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on May 11, 2020, are entitled to vote at this meeting. The first order of business is to determine whether the shares represented at this meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. The Secretary will now report as to the presence of a quorum.

The list of stockholders shows that holders of 5,771,634 shares of our common stock and 125,000 shares of Series B convertible preferred stock are entitled to vote at this meeting. A quorum consists of a majority of the shares entitled to vote. There are present, either in person or by proxy, the holders of 4,241,773 shares of our common stock and Series B convertible preferred or approximately 73.5% of all of the shares entitled to vote at this meeting. We, therefore, have a quorum.

Thank you. I hereby declare that a quorum is present at this meeting. The polls are closed and that this meeting is duly convened for the purposes of transacting such business as may properly come before it. The first order of business is the approval of the issuance of shares of our Class A common stock par value $0.001 per share to Esousa Holdings, LLC and in accordance with the master exchange agreement dated February 10, 2020, and the exercise of warrants issued in connection therewith, pursuant to Rule 713 of the NYSE American. The Board of Directors has approved and recommended that stockholders vote for this proposal. The second order of business is the approval of warrants issued or issuable to Esousa to purchase up to an aggregate of 2 million shares of common stock issued in connection with certain term promissory notes in an aggregate amount of up to $2 million. The Board of Directors has approved and recommended that the stockholders vote for this proposal. The third order of business is the approval of the conversion of $1 million -- of a $1 million convertible promissory note issued on February 5, 2020, 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 convertible promissory note. In order to comply with the listing rules of the NYSC American, the Board of Directors has approved and recommended that the stockholders vote for this proposal. Proposal 4 is to ratify the appointment of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020. The Board of Directors has unanimously approved and recommended that the stockholders vote for this proposal. Proposal #5, to act on such other matters as may properly come before this -- the meeting, or any adjournments thereof. That concludes the presentation of the proposals set forth in the notice of special meeting of the stockholders. Will the Secretary please report the results of the voting?

The votes have been counted. Proposal 1 for the issuance of shares of our Class A common stock, par value $0.001 per share, to Esousa Holdings LLC in accordance with the master exchange agreement dated February 10, 2020, and the exercise of warrants issued in connection therewith pursuant to Rule 713 of New York Stock Exchange American has been approved. Proposal 2 for the exercise of warrants issued and issuable to Esousa to purchase up to an aggregate of 2 million shares of common saw issued in connection with certain term promissory notes in an aggregate amount of up to $2 million has been approved. Proposal 3 for the conversion of a $1 million convertible promissory note issued on February 5, 2020, to Ault & Company, Inc., which is convertible into 717,241 shares of common stock at $1.45 per share in order to comply with the listing rules of NYSE American has been approved. Proposal 4, to ratify the appointment of Marcum LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been approved. And proposal 5, to act on such matters as may properly come before the meeting or any adjournment thereof has been approved.

Thank you for attending today's meeting. The special meeting of stockholders is now adjourned.

This concludes the meeting, you may now disconnect.