Ault Alliance Files 8-K/A Amendment

TL;DR

Ault Alliance (AULT) filed an 8-K/A amendment on 3/26, updating a material agreement. Check for details.

AI Summary

Ault Alliance, Inc. filed an amendment (8-K/A) on March 26, 2024, to a previous filing. This amendment pertains to the entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as BitNile Holdings, Inc., Ault Global Holdings, Inc., and DPW Holdings, Inc., is headquartered in Las Vegas, Nevada.

Why It Matters

This filing indicates an update or correction to a material definitive agreement, which could impact the company's business operations or financial standing.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements can signal changes in business strategy, financial commitments, or potential risks that are being disclosed or corrected.

Key Players & Entities

• Ault Alliance, Inc. (company) — Filer
• BitNile Holdings, Inc. (company) — Former Company Name
• Ault Global Holdings, Inc. (company) — Former Company Name
• DPW Holdings, Inc. (company) — Former Company Name
• Las Vegas, NV (location) — Business Address

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value AULT NYSE American 13.0
• $50,000,000.00 — n the Financing (as defined below) from $50,000,000.00 to $75,000,000.00 and (B) an extension
• $75,000,000.00 — s defined below) from $50,000,000.00 to $75,000,000.00 and (B) an extension of the date to clo
• $75,000,000 — mount of the Financing was increased to $75,000,000.00, with the COD and the Series C Warra
• $43.5 million — ow), for an aggregate purchase price of $43.5 million. The Purchaser is an affiliate of the
• $1,000.00 — e Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Commo
• $0.10 — rsion price equal to the greater of (i) $0.10 per share (the " Floor Price "), and (i
• $0.35 — or Price "), and (ii) the lesser of (A) $0.35 or (B) 105% of the volume weighted aver
• $3.075 — titled to cast, shall not be lower than $3.075 (the " Voting Floor Price "), which rep
• $95.00 — dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value pe
• $120.00 — ncrease to 12% per annum (equivalent to $120.00 per annum per share) and will be paid e
• $3.3825 — . The exercise price of the Warrants is $3.3825 (the " Exercise Price ") and the number

Filing Documents

• x3252428ka1.htm (8-K/A) — 49KB
• ex10_3.htm (EX-10.3) — 13KB
• 0001214659-24-005173.txt ( ) — 291KB
• ault-20240326.xsd (EX-101.SCH) — 4KB
• ault-20240326_def.xml (EX-101.DEF) — 26KB
• ault-20240326_lab.xml (EX-101.LAB) — 36KB
• ault-20240326_pre.xml (EX-101.PRE) — 25KB
• x3252428ka1_htm.xml (XML) — 8KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement. On November 6, 2023 (the " Execution Date "), the Company entered into the Agreement with the Purchaser, pursuant to which the Company agreed to sell to the Purchaser up to 50,000 shares of Series C convertible preferred stock (the " Series C Convertible Preferred Stock "), and Series C Warrants to purchase shares of Common Stock, in one or more closings, for a total purchase price of up to $50,000,000.00 (the " Financing "). On March 25, 2024, the Company and the Purchaser entered into the Amendment, pursuant to which the total amount of the Financing was increased to $75,000,000.00, with the COD and the Series C Warrants being amended accordingly. As of March 25, 2024, t he Purchaser had purchased an aggregate of 43,500 shares of Series C Convertible Preferred Stock and Series C Warrants to purchase an aggregate of 12,860,312 Warrant Shares (as defined below), for an aggregate purchase price of $43.5 million. The Purchaser is an affiliate of the Company. The consummation of the transactions contemplated by the Amended Agreement, specifically the conversion of the Series C Convertible Preferred Stock and the exercise of the Series C Warrants in an aggregate number in excess of 19.99% on the execution date of the Agreement, are subject to various customary closing conditions as well as regulatory and Stockholder Approval (as hereinafter defined). In addition to customary closing conditions, additional closings of the Financing are also conditioned upon the receipt by the Purchaser of financing to consummate the such additional closings. The Amended Agreement contains customary termination provisions for the Purchaser under certain circumstances, and the Amended Agreement shall automatically terminate if the final closing has not occurred prior to June 30, 2024, though such date may be extended by the Purchaser as set forth in the Amendment. The material terms of the Amended Agreement, Series C Convertible

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Form of Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock. Incorporated by reference by Exhibit 4.1 to the Current Report on Form 8-K, as filed with the SEC on November 7, 2023. 10.1 Securities Purchase Agreement, dated November 6, 2023. Incorporated by reference by Exhibit 10.1 to the Current Report on Form 8-K, as filed with the SEC on November 7, 2023. 10.2 Form of Warrant. Incorporated by reference by Exhibit 10.2 to the Current Report on Form 8-K, as filed with the SEC on November 7, 2023. 10.3 Amendment to the Securities Purchase Agreement, Certificate of Designation and Series C Warrants, dated March 25, 2024. 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). -4- 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 ALLIANCE, INC. Dated: March 26, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel -5-

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View this 8-K/A filing on SEC EDGAR