| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ault Alliance, Inc. [ AULT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/20/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 10% 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 | 04/15/2024 | 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. |
| /s/ Milton C. Ault, III | 10/24/2023 | |
| ** Signature of Reporting Person | Date | |
| 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 Number. | ||