SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2022
AULT DISRUPTIVE TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer Identification No.)|
11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
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:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||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:
|Title of each class||
|Name of each exchange on which registered|
|Units, each consisting of one share ofand three-fourths of one Redeemable Warrant to purchase one share of Common Stock|
|Common Stock, $0.001 par value||ADRT||NYSE American|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
|ITEM 3.01||NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING|
On October 20, 2022, the NYSE American LLC (the “NYSE American”) notified Ault Disruptive Technologies Corporation (the “Company”) that the NYSE American determined to commence proceedings to delist the Company’s warrants, each exercisable for one share of the Company’s common stock, from the NYSE American and that trading in the Company’s warrants would be suspended immediately, due to “abnormally low” trading price levels pursuant to Section 1003(f)(v) of the NYSE American Company Guide. The Company does not intend to appeal the NYSE American’s determination. The Company’s common stock and units will continue to be listed and traded on the NYSE American.
The Company notes that the NYSE American issued its own press release relating to the above on October 20, 2022. That press release contained a single, mistaken reference to delisting the Company’s common stock, rather than the warrants. The Company conferred with the NYSE Regulation, who confirmed that such reference to the Company’s common stock was a ministerial error and should have referred to the warrants, as set forth in all other references in such press release.
|ITEM 7.01||REGULATION FD DISCLOSURE|
On October 21, 2022, the Company issued a press release announcing receipt of the letter from the NYSE American regarding the delisting and suspension of the Company’s warrants.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
|ITEM 9.01||FINANCIAL STATEMENTS AND EXHIBITS|
|99.1||Press Release issued on October 21, 2022.|
|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).|
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: October 21, 2022||/s/ Henry Nisser|
President and General Counsel
Ault Disruptive Technologies Corporation Announces Receipt of Letter from NYSE Regulation Regarding Low Selling Price of its Warrants
Las Vegas, NV – (Business Newswire – October 21, 2022) – Ault Disruptive Technologies Corporation, a special purpose acquisition company (the “Company”) announced today that on October 20, 2022 it had received a letter (the “Letter”) from the NYSE Regulation indicating that NYSE Regulation has determined to commence proceedings to delist the Company’s warrants from the NYSE American exchange and that trading in the warrants would be suspended immediately. Specifically, NYSE Regulation noted in the Letter that the warrants are no longer suitable for listing based on low selling price levels, pursuant to Section 1003(f)(v) of the NYSE American Company Guide. The Company does not intend to appeal the NYSE Regulation’s determination to delist the warrants.
About Ault Disruptive Technologies Corporation
Ault Disruptive Technologies Corporation, a Delaware corporation, is a recently-organized blank check company incorporated in February 2021 whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.
While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to focus on opportunities to acquire companies with innovative and emerging technologies, products or services that have the potential to transform major industries and radically impact society. We intend to acquire a target business or businesses with disruptive technologies that our management team believes can achieve mainstream adoption and create opportunities for long-term appreciation in value.
This press release contains statements that constitute "forward-looking statements." Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's annual report on Form 10-K filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Ault Disruptive Technologies Corporation