Ault Alliance Enters Material Definitive Agreement

TL;DR

Ault Alliance just signed a big deal, could be good or bad for cash flow.

AI Summary

On July 19, 2024, Ault Alliance, Inc. entered into a material definitive agreement related to a financial obligation. The company, formerly known as BitNile Holdings, Inc., is involved in the electronic components industry.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Ault Alliance, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• Ault Alliance, Inc. (company) — Filer
• BitNile Holdings, Inc. (company) — Former company name
• DPW Holdings, Inc. (company) — Former company name
• Ault Global Holdings, Inc. (company) — Former company name
• July 19, 2024 (date) — Date of filing and agreement

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value AULT NYSE American 13.0
• $5,390,000 — g to the Investor (the " Offering "), a $5,390,000 10% OID Convertible Promissory Note (th
• $4,900,000 — to the Investor for a purchase price of $4,900,000. The Note will not be issued pursuant t
• $490,000 — includes an original issue discount of $490,000. The Note will accrue interest at the r
• $0.22 — al of the SLAP at a conversion price of $0.22 per share, subject to adjustment. If, o

Filing Documents

• aa7182408k.htm (8-K) — 37KB
• ex4_1.htm (EX-4.1) — 145KB
• ex5_1.htm (EX-5.1) — 12KB
• ex10_1.htm (EX-10.1) — 198KB
• olshan_footer.jpg (GRAPHIC) — 5KB
• olshanaddress_header.jpg (GRAPHIC) — 10KB
• olshanlogo_header.jpg (GRAPHIC) — 7KB
• olshanwebaddy_footer.jpg (GRAPHIC) — 6KB
• 0001214659-24-012649.txt ( ) — 742KB
• ault-20240719.xsd (EX-101.SCH) — 4KB
• ault-20240719_def.xml (EX-101.DEF) — 26KB
• ault-20240719_lab.xml (EX-101.LAB) — 36KB
• ault-20240719_pre.xml (EX-101.PRE) — 25KB
• aa7182408k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 18, 2024 (the " Execution Date "), Ault Alliance, Inc. (the " Company ") entered into a note purchase agreement (the " Purchase Agreement ") with an institutional investor (the " Investor ") pursuant to which the Investor agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the Investor (the " Offering "), a $5,390,000 10% OID Convertible Promissory Note (the " Note "), subject to customary closing conditions. The Note is being sold to the Investor for a purchase price of $4,900,000. The Note will not be issued pursuant to an indenture. The Note is convertible at any time after NYSE American (" NYSE ") approval of the Supplemental Listing Application (the " SLAP ") into shares of Class A common stock, par value $0.001 per share (the " Common Stock ") of the Company (the " Conversion Shares "). Description of the Note The Note will have a principal face amount of $5,390,000, which includes an original issue discount of $490,000. The Note will accrue interest at the rate of 15% per annum, unless an event of default (as defined in the Note) occurs, at which time the Note would accrue interest at 18% per annum. The Note will mature on October 19, 2024. The Note is convertible into Conversion Shares at any time after NYSE approval of the SLAP at a conversion price of $0.22 per share, subject to adjustment. If, on September 2, 2024 (the " Adjustment Date "), the closing bid price of the Common Stock is lower than the Conversion Price, then the Conversion Price shall be reduced to eighty-five percent (85%) of the closing bid price of the Common Stock on the Adjustment Date. However, if, after the issuance date and prior to the date on which Stockholder Approval (as defined below) is obtained, the holder of the Note has converted a portion of the outstanding amount under the Note into Conversion Shares in an aggregate amount equal to the NYSE Limit (as defined belo

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. -2-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Note. 5.1 Legal Opinion of Olshan Frome Wolosky LLP. 10.1 Note Purchase Agreement, dated July 18, 2024, by and among the Company and the Investor. 23.1 Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1). 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). -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: July 19, 2024 /s/ Henry Nisser Henry Nisser President and General Counsel -4-

View Full Filing

View this 8-K filing on SEC EDGAR