SEC Comment Letter for Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493) (GPUS) — Oct 24, 2018
Hyperscale Data, Inc. (GPUS, GPUS-PD) (CIK 0000896493)
Date: Oct. 24, 2018 · CIK: 0000896493 · Accession: 0000000000-18-033353
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-226301
Letter
October 24, 2018 Milton C. Ault, III Chief Executive Officer DPW Holdings, Inc. 20 Shipyard Way Newport Beach, CA 92663 Re:DPW Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed October 4, 2018 File No. 333-226301 Dear Mr. Ault: We have limited our review of your amended registration statement 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 22, 2018 letter. Amendment No. 1 to Form S-3 filed October 4, 2018 About the Company, page 3 1.We note your response to prior comment 2. Expand your analysis as to whether the agreements are required to be filed as exhibits pursuant to Item 601(b)(10) of Regulation S-K to address whether the following agreements are material to you: (1) the guarantee mentioned in the third paragraph on page 5; and (2) the agreements mentioned in the fifth, sixth and seventh paragraphs on page 7. Also, file or identify the filings with which you have included the agreements and guarantees you highlight in the fourth paragraph on page 6. Include in your response the applicable exhibit number, if any.
FirstName LastNameMilton C. Ault, III Comapany NameDPW Holdings, Inc. October 24, 2018 Page 2 FirstName LastName Milton C. Ault, III DPW Holdings, Inc. October 24, 2018 Page 2 Convertible Notes Issued to an Instituional Investor, page 5 2.Please tell us how you determined the number of shares to be registered for resale upon conversion of the May convertible note. In this regard, it appears from Exhibit A of the amended agreement filed as exhibit 10.1 to your Form 8-K filed on September 25, 2018 that a portion of the principal balance of the May convertible note has been repaid. 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, Esq.
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October 24, 2018
Milton C. Ault, III
Chief Executive Officer
DPW Holdings, Inc.
20 Shipyard Way
Newport Beach, CA 92663
Re:DPW Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed October 4, 2018
File No. 333-226301
Dear Mr. Ault:
We have limited our review of your amended registration statement 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 22, 2018 letter.
Amendment No. 1 to Form S-3 filed October 4, 2018
About the Company, page 3
1.We note your response to prior comment 2. Expand your analysis as to whether the
agreements are required to be filed as exhibits pursuant to Item 601(b)(10) of Regulation
S-K to address whether the following agreements are material to you: (1) the guarantee
mentioned in the third paragraph on page 5; and (2) the agreements mentioned in the fifth,
sixth and seventh paragraphs on page 7. Also, file or identify the filings with which you
have included the agreements and guarantees you highlight in the fourth paragraph on
page 6. Include in your response the applicable exhibit number, if any.
FirstName LastNameMilton C. Ault, III
Comapany NameDPW Holdings, Inc.
October 24, 2018 Page 2
FirstName LastName
Milton C. Ault, III
DPW Holdings, Inc.
October 24, 2018
Page 2
Convertible Notes Issued to an Instituional Investor, page 5
2.Please tell us how you determined the number of shares to be registered for resale upon
conversion of the May convertible note. In this regard, it appears from Exhibit A of the
amended agreement filed as exhibit 10.1 to your Form 8-K filed on September 25, 2018
that a portion of the principal balance of the May convertible note has been repaid.
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, Esq.