Ault Alliance Inc. Ownership Filing Amendment

TL;DR

Ault Alliance ownership filing updated by Milton C. Ault III and associates. Check for changes.

AI Summary

Milton C. Ault III, through Ault & Company, Inc., Henry C.W. Nisser, Kenneth S. Cragun, and William B. Horne, filed an amendment (No. 8) to their Schedule 13D on July 24, 2024, regarding Ault Alliance, Inc. The filing indicates a change in beneficial ownership of the company's Class A Common Stock. Ault Alliance, Inc. was formerly known as BitNile Holdings, Inc., Ault Global Holdings, Inc., and DPW Holdings, Inc.

Why It Matters

This amendment to the Schedule 13D filing signals a potential shift in control or significant stake changes for Ault Alliance, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes or activist investor involvement, which can introduce volatility and uncertainty.

Key Players & Entities

• Ault Alliance, Inc. (company) — Subject Company
• Milton C. Ault III (person) — Filer
• Ault & Company, Inc. (company) — Group Member
• Henry C.W. Nisser (person) — Group Member
• Kenneth S. Cragun (person) — Group Member
• William B. Horne (person) — Group Member
• BitNile Holdings, Inc. (company) — Former Company Name
• Ault Global Holdings, Inc. (company) — Former Company Name
• DPW Holdings, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ssuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securiti
• $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 and (ii) the lesser of (A) $0
• $0 — 10 per share and (ii) the lesser of (A) $0.22, or (B) 105% of the volume weighted
• $147,340.50 — 64 Shares owned directly by Mr. Ault is $147,340.50. 80 Shares owned directly by Mr. Horne
• $11,015 — 1 Share owned directly by Mr. Horne is $11,015. The aggregate purchase price of the
• $2,600,324.89 — res owned directly by Ault & Company is $2,600,324.89. The purchase price of the 44,000 share
• $44,000,000 — “ Series C Warrants ”), is $44,000,000. The remaining warrants owned directly
• $17.5 m — ry note in the principal face amount of $17.5 million, which was sold to Ault & Company
• $17.5 million — ld to Ault & Company by the Issuer, for $17.5 million (the “ Senior Note ”). The
• $739,948 — 88 Shares for a total purchase price of $739,948. The transaction closed on January 15,
• $1,000,000 — missory Note in the principal amount of $1,000,000 (the “ Note ”) to Ault & Co
• $10,989 — le into Shares at a conversion price of $10,989 per share. On August 20, 2020, Ault & C
• $600,000 — gust 20, 2020, Ault & Company converted $600,000 of the Note principal into 55 Shares. O
• $400,000 — Ault & Company converted the remaining $400,000 of the Note principal into 36 Shares. A

Filing Documents

• g723240sc13da8.htm (SC 13D/A) — 116KB
• ex99_1.htm (EX-99.1) — 5KB
• 0001214659-24-012915.txt ( ) — 123KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and restated in its entirety

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This statement is filed by: (i) Ault & Company, Inc., Delaware corporation (“ Ault & Company ”), with respect to the Shares beneficially owned directly by it; (ii) Milton C. Ault, III, Chief Executive Officer and Chairman of Ault & Company and Founder and Executive Chairman of the Issuer; (iii) William B. Horne, Chief Financial Officer and Vice Chairman of Ault & Company and Chief Executive Officer of the Issuer; (iv) Henry C.W. Nisser, President, General Counsel and a director of each of Ault & Company and the Issuer; and (v) Kenneth S. Cragun, Chief Financial Officer of the Issuer. Each of the foregoing is referred to as a “ Reporting Person ” and collectively as the “ Reporting Persons .” Each of the Reporting Persons is party to that certain Joint Filing Agreement, attached hereto as Exhibit 99.1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto (“ Schedule A ”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ault & Company. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed in Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. (b) The principal business address of Ault & Company is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141. The principal 89141. The principal business address of Mr. Nisser is c/o the Issuer, 122 E. 42 nd Street, 50 th Floor, Suite 5000, New York, NY 10168. (c) The principal business of Ault & Company is invest

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and restated

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The stock options owned by Messrs. Ault, Horne, Nisser and Cragun were awarded to them in their capacities as officers and/or directors of the Issuer. The Shares owned directly by Messrs. Nisser and Cragun were issued upon vesting of restricted stock units awarded to them in their capacities as officers and/or directors of the Issuer. 81 Shares owned directly by Mr. Ault were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for the other 2,164 Shares owned directly by Mr. Ault is $147,340.50. 80 Shares owned directly by Mr. Horne were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for the other 1 Share owned directly by Mr. Horne is $11,015. The aggregate purchase price of the 25,229 Shares owned directly by Ault & Company is $2,600,324.89. The purchase price of the 44,000 shares of Series C Preferred Stock owned directly by Ault & Company, which are currently convertible into 200,000,000 Shares, and warrants owned directly by Ault & Company, which are currently exercisable into 13,008,131 Shares (the “ Series C Warrants ”), is $44,000,000. The remaining warrants owned directly by Ault & Company, which are currently exercisable into 1,907,440 Shares (the “ Warrants ”), were issued in connection with a senior secured convertible promissory note in the principal face amount of $17.5 million, which was sold to Ault & Company by the Issuer, for $17.5 million (the “ Senior Note ”). The Senior Note was subsequently repaid.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each Reporting Person is based upon 35,846,318 Shares outstanding, which is the total number of Shares outstanding as of July 23, 2024, as reported by the Issuer to the Reporting Persons. A. Ault & Company (a) As of the date hereof, Ault & Company may be deemed to beneficially own 214,940,800 Shares, consisting of (i) 25,229 Shares, (ii) 200,000,000 Shares issuable upon conversion of 44,000 shares of Series C Preferred Stock and (iii) 14,915,571 Shares issuable upon exercise of outstanding warrants. Each share of Series C Preferred Stock has a stated value of $1,000.00 and is convertible into Shares at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.22, or (B) 105% of the volume weighted average price of the Shares during the ten trading days immediately prior to the date of conversion. 8 CUSIP No. 09175M507 Percentage: 85.72% (b) 1. Sole power to vote or direct vote: 214,940,800 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 214,940,800 4. Shared power to dispose or direct the disposition: 0 (c) Other than the purchase of 10,000 Shares in the open market on June 17, 2024, Ault & Company has not entered into any transactions in the Shares during the past sixty days. B. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 214,943,126 Shares, consisting of (i) 2,245 Shares, (ii) 81 Shares underlying stock options currently exercisable or exercisable within 60 days, (iii) 25,229 Shares held by Ault & Company, (iv) 200,000,000 Shares issuable upon conversion of 44,000 shares of Series C Preferred Stock held by Ault & Company, and (v) 14,915,571 Shares issuable upon exercise of outstanding warrants held by Ault & Company. Each share of Series C Preferred Stock has a stated value of $

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended and restated in its entirety

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows: On December 22, 2019, the Issuer entered into a securities purchase agreement with Ault & Company, pursuant to which Ault & Company purchased an aggregate of 88 Shares for a total purchase price of $739,948. The transaction closed on January 15, 2020 after approval of the NYSE American. A copy of the securities purchase agreement is attached as an exhibit hereto and is incorporated herein by reference. On February 5, 2020 the Issuer sold and issued an 8% Convertible Promissory Note in the principal amount of $1,000,000 (the “ Note ”) to Ault & Company. The Note was convertible into Shares at a conversion price of $10,989 per share. On August 20, 2020, Ault & Company converted $600,000 of the Note principal into 55 Shares. On May 12, 2021, Ault & Company converted the remaining $400,000 of the Note principal into 36 Shares. A copy of the Note is attached as an exhibit hereto and is incorporated herein by reference. On October 13, 2023, the Issuer entered into a note purchase agreement with Ault & Company, pursuant to which the Issuer sold to Ault & Company the Senior Note and Warrants. The Warrants have a five-year term, expiring on the fifth anniversary of the closing date, and became exercisable on the first business day after the six-month anniversary of the closing date. A copy of the Warrant is attached as an exhibit hereto and is incorporated herein by reference. On November 6, 2023, the Issuer entered into a securities purchase agreement (the “ SPA ”) with Ault & Company, pursuant to which the Issuer agreed to sell, in one or more closings, to Ault & Company up to 50,000 shares of Series C Preferred Stock and the Series C Warrants for a total purchase price of up to $50 million. On December 14, 2023, pursuant to the SPA, the Issuer sold to Ault & Company, in three separate closings that occurred on the closing date, an aggregate of 41,500 share

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

of the Schedule 13D is hereby amended and restated

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows: 99.1 Joint Filing Agreement by and among Ault & Company, Inc., Milton C. Ault, III, William B. Horne, Henry C.W. Nisser and Kenneth S. Cragun, dated July 24, 2024. 99.2 Form of Securities Purchase Agreement dated December 22, 2019, by and between the Issuer and Ault & Company (incorporated by reference to Exhibit 10.1 of Form 8-K filed with the SEC on December 23, 2019). 99.3 Form of 8% Convertible Promissory Note, dated February 5, 2020, issued by the Issuer to Ault & Company (incorporated by reference to Exhibit 4.1 of Form 8-K filed with the SEC on February 6, 2020). 99.4 Form of Warrant, issued October 13, 2023 by the Issuer to Ault & Company (incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by the Issuer with the SEC on October 16, 2023). 99.5 Securities Purchase Agreement, dated November 6, 2023, by and between the Issuer and Ault & Company (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2023). 99.6 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by the Issuer with the SEC on November 21, 2023). 99.7 Form of Warrant issued by the Issuer to Ault & Company (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer with the SEC on November 7, 2023). 12 CUSIP No. 09175M507

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 24, 2024 AULT & COMPANY, INC. /s/ Milton C. Ault, III MILTON C. AULT, III By: /s/ Milton C. Ault, III Name: Milton C. Ault, III Title: Chief Executive Officer /s/ William B. Horne WILLIAM B. HORNE /s/ Henry C.W. Nisser HENRY C.W. NISSER /s/ Kenneth S. Cragun KENNETH S. CRAGUN 13 CUSIP No. 09175M507 SCHEDULE A Officers and Directors of Ault & Company, Inc. Name and Position Principal Occupation Principal Milton C. Ault, III Ch ief Executive Officer and Chairman of the Board of Directors Executive Chairman of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA William B. Horne Chief Financial Officer and Vice Chairman of the Board of Directors Chief Executive Officer of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA Henry C.W. Nisser President, General Counsel and Director President and General Counsel of Ault Alliance, Inc. c/o Ault Alliance, Inc. 122 E. 42 nd Street, 50 th Floor, Suite 5000 New York, NY 10168 Sweden Darren Magot Senior Vice President and Director Senior Vice President of Ault Alliance, Inc. c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA Adam Corey Independent Director Vice President of Marsh & McLennan c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240 Las Vegas, NV 89141 USA 14

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