0001214659-23-017121 8-K 13 20231229 5.07 9.01 20231229 20231229 Ault Disruptive Technologies Corp 0001864032 6770 05 Real Estate & Construction 862279256 DE 1231 8-K 34 001-41171 231528091 11411 SOUTHERN HIGHLANDS PKWY 240 LAS VEGAS NV 89141 (949) 444-5464 11411 SOUTHERN HIGHLANDS PKWY 240 LAS VEGAS NV 89141 8-K 1 b12292328k.htm false 0001864032 0001864032 2023-12-29 2023-12-29 0001864032 ADTC:UnitsEachConsistingOfOneShareOfCommonStockParValue0.001PerShareAndThreefourthsOfOneRedeemableWarrantToPurchaseOneShareOfCommonStockMember 2023-12-29 2023-12-29 0001864032 ADTC:CommonStockParValue0.001PerShareMember 2023-12-29 2023-12-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): December 29, 2023 Ault Disruptive Technologies Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-41171 86-2279256 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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: Trading Name of each exchange Title of each class Symbol(s) on which registered Units, each consisting of one share of ADRTU NYSE American Common Stock, par value $0.001 per share and three-fourths of one Redeemable Warrant to purchase one share of Common Stock Common Stock, par value $0.001 per ADRT NYSE American share 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 December 29, 2023, Ault Disruptive Technologies Corporation (the “Company”) convened its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on December 12, 2023, the record date for the Annual Meeting, 3,063,875 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual 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 December 19, 2023. Stockholders approved both proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions, for each matter voted upon by the Company’s stockholders. Proposal One: The re-election of two (2) directors, as named in the Proxy Statement, to the Company's board of directors, with each of these directors serving as Class I directors and holding office for a term of three years or until their successors have been duly elected and qualified. For Against Abstain Robert O. Smith 2,902,808 4 0 Jeffrey A. Bentz 2,902,808 4 0 Proposal Two: The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain 2,902,808 0 4 Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. 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). SIGNATURE 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. AULT DISRUPTIVE TECHNOLOGIES CORPORATION Dated: December 29, 2023 /s/ Henry Nisser Henry Nisser President and General Counsel