Ault Alliance Files 8-K: Agreements, Equity Sales, and Financials

TL;DR

Ault Alliance (AULT) filed an 8-K on 6/21, reporting material agreements, equity sales, and financials. Former names include BitNile Holdings.

AI Summary

On June 21, 2024, Ault Alliance, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported unregistered sales of equity securities, and included financial statements and exhibits. The filing also noted the company's former names, including BitNile Holdings, Inc., Ault Global Holdings, Inc., and DPW Holdings, Inc., with the most recent name change occurring on December 13, 2021.

Why It Matters

This 8-K filing provides crucial updates on Ault Alliance's recent business activities, including material agreements and equity transactions, which can impact investor understanding of the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate actions and potential dilution, warranting a medium risk assessment.

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
• 20240621 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value AULT NYSE American 13.0
• $25,000,000 — Orion to purchase up to an aggregate of $25,000,000 of shares of our 13.00% Series D Cumula
• $500,000 — ving an aggregate dollar value equal to $500,000 (" Commitment Fee Shares "). Within one
• $100,000 b — ving an aggregate dollar value equal to $100,000 based on the per share price, which price

Filing Documents

• o6202458k.htm (8-K) — 37KB
• ex10_1.htm (EX-10.1) — 209KB
• 0001214659-24-011247.txt ( ) — 512KB
• ault-20240621.xsd (EX-101.SCH) — 4KB
• ault-20240621_def.xml (EX-101.DEF) — 26KB
• ault-20240621_lab.xml (EX-101.LAB) — 36KB
• ault-20240621_pre.xml (EX-101.PRE) — 25KB
• o6202458k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On June 20, 2024 (the " Execution Date "), Ault Alliance, Inc., a Delaware corporation (the " Company ," " we ," " us " or " our "), entered into a purchase agreement (the " ELOC Purchase Agreement ") with Orion Equity Partners, LLC (" Orion "), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Orion to purchase up to an aggregate of $25,000,000 of shares of our 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock , par value $0.001 per share (the " Preferred Shares ") over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement (as defined in the ELOC Purchase Agreement), we have the right to present Orion with an advance notice (each, an " Advance Notice ") directing Orion to purchase any amount up to the Maximum Advance Amount (as described below). The Maximum Advance Amount shall equal forty percent (40%) of the average of the Daily Value Traded (as defined in the ELOC Purchase Agreement) of the Preferred Shares on the ten Trading Days (as defined in the ELOC Purchase Agreement) immediately preceding an Advance Notice. The number of Preferred Shares that we can issue to Orion from time to time under the ELOC Purchase Agreement shall be subject to the Ownership Limitation (as defined in the ELOC Purchase Agreement). We will control the timing and amount of sales of our Preferred Shares to Orion. Orion has no right to require any sales by us, and is obligated to make purchases from us as directed solely by us in accordance with the ELOC Purchase Agreement. The ELOC Purchase Agreement provides that we will not be required or permitted to issue, and Orion will not be required to purchase, any shares under the ELOC Purchase Agreement if such issuance would vi

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The execution of the ELOC Purchase Agreement and the transactions contemplated thereby were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. -2-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 10.1* Purchase Agreement, dated June 20, 2024, by and between Ault Alliance, Inc. and Orion Equity Partners, LLC. 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). __________ * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We will furnish supplementally a copy of any omitted exhibits or schedules to the Securities and Exchange Commission upon request . -3- 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: June 21, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel -4-

View Full Filing

View this 8-K filing on SEC EDGAR