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Tuesday, October 24, 2023 4:45:07 PM
FORM 4
? Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
? Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
AULT MILTON C III2. Issuer Name and Ticker or Trading Symbol
Ault Alliance, Inc. [ AULT ]5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman(Last) (First) (Middle)
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 2403. Date of Earliest Transaction (MM/DD/YYYY)
10/20/2023(Street)
LAS VEGAS, NV 891414. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned1.Title of Security
(Instr. 3)2. Trans. Date2A. Deemed Execution Date, if any3. Trans. Code
(Instr. 8)4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)CodeVAmount(A) or (D)Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)1. Title of Derivate Security
(Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)8. Price of Derivative Security
(Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares10% Senior Secured Convertible Promissory Note (1)10/13/2023 P $17,519,832 10/20/2023 10/12/2028 Common Stock (1)(2)$17,519,832 $17,519,832 I By Ault & Company, Inc. (3)Warrant to Purchase Common Stock $0.1837 10/13/2023 P 47,685,988 4/15/2024 10/13/2028 Common Stock 47,685,988 (2) (4)47,685,988 I By Ault & Company, Inc. (3)
Explanation of Responses:(1) On October 13, 2023 (the "Closing Date"), the Issuer issued a 10% Senior Secured Convertible Promissory Note (the "Note") to Ault & Company, Inc. ("Ault & Co."), with a principal face amount of $17,519,832. The Note bears interest at the rate of 10% per annum and matures on October 12, 2028. Interest is payable, at Ault & Co.'s option, in cash or shares of common stock at the applicable Conversion Price (as defined below). The Note is convertible, at Ault & Co.'s option, into shares of common stock ("Conversion Shares") at a conversion price that is the greater of (i) $0.10 per share (the "Floor Price"), which such Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of (A) $0.2952 or (B) 105% of the closing sale price of the Common Stock on the trading day immediately prior to the date of conversion (the "Conversion Price").(2) The Company may not issue Conversion Shares and/or shares of common stock issuable upon exercise of the warrants issued in connection with the purchase of the Note to the extent such issuances would result in an aggregate number of shares of common stock exceeding, 5,724,888, which represented 19.99% of the total shares of common stock issued and outstanding as of the Closing Date, in accordance with the rules and regulations of the NYSE American, LLC unless the Issuer first obtains stockholder approval.(3) Milton C. Ault, III, is the Chief Executive Officer of Ault & Co. and is deemed to beneficially own the shares held by Ault & Co.(4) The warrants were received as additional consideration for the purchase of the Note.
Reporting Owners
Reporting Owner Name / AddressRelationshipsDirector10% OwnerOfficerOtherAULT MILTON C III
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS, NV 89141XXExecutive Chairman
Signatures
/s/ Milton C. Ault, III10/24/2023**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.*If the form is filed by more than one reporting person, see Instruction 4(b)(v).**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Recent AULT News
- Ault Alliance Declares Monthly Cash Dividend of $0.2708333 Per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock • Business Wire • 07/18/2024 10:30:00 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/18/2024 08:30:28 PM
- Ault Alliance Declares Monthly Cash Dividend of $0.2708333 Per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock • Business Wire • 06/18/2024 10:30:00 AM
- Ault Alliance Announces Twenty-Four Consecutive Monthly Cash Dividend Payments Timely Paid for Series D Preferred Stock • Business Wire • 06/11/2024 10:30:00 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/05/2024 08:30:29 PM
- Ault Alliance Announces Plans to Issue a Special Preferred Artificial Intelligence Data Center and Bitcoin Mining Dividend to Stockholders • Business Wire • 06/03/2024 10:30:00 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/24/2024 08:30:42 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/21/2024 08:30:33 PM
- Ault Alliance Achieves Profitability in the First Quarter of 2024; Revenue Increases by 55% to $45 Million • Business Wire • 05/21/2024 10:30:00 AM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/20/2024 09:11:39 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/17/2024 08:45:44 PM
- Ault Alliance Declares Monthly Cash Dividend of $0.2708333 Per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock • Business Wire • 05/17/2024 08:30:00 PM
- Ault Alliance’s Subsidiary, Sentinum, Announces 89 Bitcoin Mined in April 2024 • Business Wire • 05/17/2024 10:30:00 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/16/2024 08:30:39 PM
- Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB • Edgar (US Regulatory) • 05/15/2024 08:30:15 PM
- Ault Alliance’s Subsidiary, Sentinum, Announces 89 Bitcoin Mined in April 2024 • Business Wire • 05/10/2024 10:30:00 AM
- Form DEF 14A - Other definitive proxy statements • Edgar (US Regulatory) • 05/08/2024 08:01:35 PM
- Ault Alliance’s Subsidiary, Sentinum, Completes Initial Bitcoin Mining Installation at Montana Location • Business Wire • 05/08/2024 10:30:00 AM
- Ault Alliance Completes Final Distribution of TOG Securities • Business Wire • 05/03/2024 10:30:00 AM
- Ault Alliance Regains Compliance with NYSE American Continued Listing Standards • Business Wire • 05/02/2024 10:30:00 AM
- Ault Alliance Reports Preliminary Revenue of $36 Million for First Quarter 2024 • Business Wire • 04/29/2024 10:30:00 AM
- Ault Alliance No Longer Seeking to Sell Midwest Hotel Portfolio • Business Wire • 04/26/2024 10:30:00 AM
- Ault Alliance’s Subsidiary, Sentinum, Announces Signing of First Non-Mining Related Colocation/Hosting Agreement • Business Wire • 04/25/2024 10:30:00 AM
- Ault Alliance Has Received an Investment of $44 Million to Date from Ault & Company under the November 2023 Securities Purchase Agreement • Business Wire • 04/19/2024 10:30:00 AM
- Ault Alliance Declares Monthly Cash Dividend of $0.2708333 Per Share of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock • Business Wire • 04/18/2024 10:30:00 AM
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North Bay Resources Acquires Mt. Vernon Gold Mine, Sierra County, California, with Assays up to 4.8 oz. Au per Ton • NBRI • Jul 18, 2024 9:00 AM
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Avant Technologies Welcomes Back Former CEO with Eye Toward Future Growth and Expansion • AVAI • Jul 17, 2024 8:00 AM