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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/18/24 |
Issuer: |
| Issuer CIK: 896493 |
| Issuer Name: Ault Alliance, Inc. |
| Issuer Trading Symbol: AULT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1212502 |
| | Owner Name: AULT MILTON C III |
| Reporting Owner Address: |
| | Owner Street 1: 11411 SOUTHERN HIGHLANDS PARKWAY |
| | Owner Street 2: SUITE 240 |
| | Owner City: LAS VEGAS |
| | Owner State: NV |
| | Owner ZIP Code: 89141 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Executive Chairman |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series C Convertible Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/18/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 500 |
| | | Transaction Price Per Share: |
| Value: 1,000.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 3/18/24 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F3 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 43,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Ault & Company, Inc. |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series C Warrants |
| | Conversion or Exercise Price: |
| | | Value: 3.3825 |
| | Transaction Date: |
| | | Value: 3/18/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 147,820 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 9/18/24 |
| | Expiration Date: |
| | | Value: 3/17/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 147,820 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 12,712,502 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Ault & Company, Inc. |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series C Convertible Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 3/19/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 500 |
| | | Transaction Price Per Share: |
| Value: 1,000.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 3/19/24 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F3 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 43,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Ault & Company, Inc. |
| Footnote ID: F5 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series C Warrants |
| | Conversion or Exercise Price: |
| | | Value: 3.3825 |
| | Transaction Date: |
| | | Value: 3/19/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 147,820 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 9/19/24 |
| | Expiration Date: |
| | | Value: 3/18/29 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 147,820 |
| Footnote ID: F4 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 128,603,220 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Ault & Company, Inc. |
| Footnote ID: F5 |
Footnotes: |
| Footnote - F1: Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.35 or (B) 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion (the "Conversion Price"). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. |
| Footnote - F2: The Series C Convertible Preferred Stock has no expiration date. |
| Footnote - F3: As of March 20, 2024, the Conversion Price was $0.35 a share, so each share of Series C Convertible Preferred Stock is convertible into approximately 2,857 shares of Common Stock. |
| Footnote - F4: The Issuer is restricted from issuing shares of Common Stock upon conversion of the Series C Convertible Preferred Stock and /or exercise of the Series C Warrants to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 452,214, which represents 19.99% of the total shares of Common Stock issued and outstanding as of November 6, 2023, the execution date of the purchase agreement pursuant to which the shares of Series C Convertible Preferred Stock and Series C Warrants are issued, in accordance with the rules and regulations of the NYSE American unless the Issuer first obtains stockholder approval, which has not yet been obtained. |
| Footnote - F5: Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Milton C. Ault, III |
| Signature Date: 3/20/24 |