SEC Comment Letter for Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493) (GPUS) — Aug 24, 2018
Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493)
Date: Aug. 24, 2018 · CIK: 0000896493 · Accession: 0000000000-18-026520
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-12711
Letter
August 24, 2018 Milton C. Ault, III Chief Executive Officer DPW Holdings, Inc. 20 Shipyard Way Newport Beach, CA 92663 Re:DPW Holdings, Inc. Preliminary Proxy Statement on Schedule 14A Filed July 30, 2018 File No. 001-12711 Dear Mr. Ault: We have limited our review of your filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. PRE14A filed July 30, 2018 Election of Directors, page 8 1.Please ensure that you balance your disclosure regarding Messrs. Ault and Horne. For example, it appears that some of the companies mentioned on page 9 have not made required periodic filings for some time.
Proposal No. 3, page 17 2.Please reconcile the disclosure on page 17 that you are asking for approval of the chief executive officer's employment agreement with the disclosure elsewhere in your filing, such as on pages 1, 3 and 5, that you are asking for approval of the grant of shares of common stock and the grant of options to purchase shares of your common stock to the
FirstName LastNameMilton C. Ault, III Comapany NameDPW Holdings, Inc. August 24, 2018 Page 2 FirstName LastName Milton C. Ault, III DPW Holdings, Inc. August 24, 2018 Page 2 chief executive officer. Also, reconcile the disclosure on page 19 that you are asking for approval of the chief financial officer's employment agreement with the disclosure elsewhere in your filing that you are asking for approval of the grant of shares of common stock and the grant of options to purchase shares of your common stock to the chief financial officer We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant Director, at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Office of Electronics and Machinery cc: Marc J. Ross
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August 24, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 30, 2018
File No. 001-12711
Dear Mr. Ault:
We have limited our review of your filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
PRE14A filed July 30, 2018
Election of Directors, page 8
1.Please ensure that you balance your disclosure regarding Messrs. Ault and Horne. For
example, it appears that some of the companies mentioned on page 9 have not made
required periodic filings for some time.
Proposal No. 3, page 17
2.Please reconcile the disclosure on page 17 that you are asking for approval of the chief
executive officer's employment agreement with the disclosure elsewhere in your filing,
such as on pages 1, 3 and 5, that you are asking for approval of the grant of shares of
common stock and the grant of options to purchase shares of your common stock to the
FirstName LastNameMilton C. Ault, III
Comapany NameDPW Holdings, Inc.
August 24, 2018 Page 2
FirstName LastName
Milton C. Ault, III
DPW Holdings, Inc.
August 24, 2018
Page 2
chief executive officer. Also, reconcile the disclosure on page 19 that you are asking for
approval of the chief financial officer's employment agreement with the disclosure
elsewhere in your filing that you are asking for approval of the grant of shares of common
stock and the grant of options to purchase shares of your common stock to the chief
financial officer
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Thomas Jones at 202-551-3602 or Amanda Ravitz, Assistant Director,
at 202-551-3412 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc: Marc J. Ross