UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4)1
BitNile Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par
value $0.001 per share
(Title of Class of Securities)
26140E501
(CUSIP Number)
MILTON C. AULT,
III
c/o Ault Capital Management
LLC
11411 Southern Highlands Parkway, Suite 330
Las Vegas, NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7 for other parties to whom copies are to be
sent.
_______________
1 The remainder
of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
1 |
NAME OF REPORTING PERSON
MILTON C. AULT,
III
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
616,292 (1)
|
8 |
SHARED VOTING POWER
36,693,576 (2)
|
9 |
SOLE DISPOSITIVE POWER
616,292 (1)
|
10 |
SHARED DISPOSITIVE POWER
36,693,576 (2)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,309,868
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.28%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
(1) |
Represents (i) 266,292 shares of Common Stock and
(ii) 350,000 shares of Common Stock underlying stock options
currently exercisable or exercisable within 60 days. |
|
(2) |
Represents (i) 34,026,694 shares of Common Stock
held by Ault Alpha LP, (ii) 1,658,916 shares of Common Stock held
by Ault & Company, Inc., (iii) 94 shares of Common Stock
underlying currently exercisable warrants held by Ault &
Company, Inc., (iv) 1,000,000 shares of Common Stock purchasable by
Ault & Company, Inc. pursuant to a Securities Purchase
Agreement entered into on June 11, 2021 between Ault & Company,
Inc. and BitNile Holdings, Inc. (formerly, Ault Global Holdings,
Inc.), (v) 3,408 shares of Common Stock held by Philou Ventures,
LLC, (vi) 2,232 shares of Common Stock underlying currently
exercisable warrants held by Philou Ventures, LLC, and (vii) 2,232
shares of Common Stock issuable upon the conversion of 125,000
shares of Series B Preferred Stock held by Philou Ventures,
LLC. |
1 |
NAME OF REPORTING PERSON
WILLIAM B. HORNE
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
553,306 (1)
|
8 |
SHARED VOTING POWER
0
|
9 |
SOLE DISPOSITIVE POWER
553,306 (1)
|
10 |
SHARED DISPOSITIVE POWER
0
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
553,306
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
(1) |
Represents (i) 203,306 shares of Common Stock and
(ii) 350,000 shares of Common Stock underlying stock options
currently exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
HENRY C.W. NISSER
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
SWEDEN
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
556,250 (1)
|
8 |
SHARED VOTING POWER
0
|
9 |
SOLE DISPOSITIVE POWER
556,250 (1)
|
10 |
SHARED DISPOSITIVE POWER
0
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,250
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
(1) |
Represents (i) 206,250 shares of Common Stock and
(ii) 350,000 shares of Common Stock underlying stock options
currently exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
KENNETH S. CRAGUN
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
209,375 (1)
|
8 |
SHARED VOTING POWER
0
|
9 |
SOLE DISPOSITIVE POWER
209,375 (1)
|
10 |
SHARED DISPOSITIVE POWER
0
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,375
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
(1) |
Represents (i) 50,000 shares of Common Stock and
(ii) 159,375 shares of Common Stock underlying stock options
currently exercisable or exercisable within 60 days. |
1 |
NAME OF REPORTING PERSON
AULT ALPHA LP
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
34,026,694
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
34,026,694
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,026,694
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.33%
|
14 |
TYPE OF REPORTING PERSON
PN
|
1 |
NAME OF REPORTING PERSON
AULT ALPHA GP LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
34,026,694 (1)
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
34,026,694 (1)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,026,694
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.33%
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents
34,026,694 shares of Common Stock held by Ault Alpha LP.
|
1 |
NAME OF REPORTING PERSON
AULT CAPITAL MANAGEMENT
LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
34,026,694 (1)
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
34,026,694 (1)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,026,694
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.33%
|
14 |
TYPE OF REPORTING PERSON
OO, IA
|
|
(1) |
Represents 34,026,694 shares of
Common Stock held by Ault Alpha LP. |
1 |
NAME OF REPORTING PERSON
PHILOU VENTURES,
LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
7,872 (1)
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
7,872 (1)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,872
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
(1) |
Represents (i) 3,408 shares of Common Stock, (ii)
2,232 shares of Common Stock underlying currently exercisable
warrants held, and (iii) 2,232 shares of Common Stock issuable upon
the conversion of 125,000 shares of Series B Preferred Stock
held. |
1 |
NAME OF REPORTING PERSON
AULT & COMPANY,
INC.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) o
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
AF
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
2,659,010 (1)
|
8 |
SHARED VOTING POWER
34,034,566 (2)
|
9 |
SOLE DISPOSITIVE POWER
2,659,010 (1)
|
10 |
SHARED DISPOSITIVE POWER
34,034,566 (2)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,693,576
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.10%
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
(1) |
Represents (i) 1,658,916 shares of Common Stock,
(ii) 1,000,000 shares of Common Stock purchasable pursuant to a
Securities Purchase Agreement entered into on June 11, 2021 with
BitNile Holdings, Inc. (formerly, Ault Global Holdings, Inc.), and
(iii) 94 shares of Common Stock underlying currently exercisable
warrants. |
|
(2) |
Represents (i) 34,026,694 shares of Common Stock
held by Ault Alpha LP, (ii) 3,408 shares of Common Stock held by
Philou Ventures, LLC, (iii) 2,232 shares of Common Stock underlying
currently exercisable warrants held by Philou Ventures, LLC, and
(iv) 2,232 shares of Common Stock issuable upon the conversion of
125,000 shares of Series B Preferred Stock held by Philou Ventures,
LLC. |
The following constitutes Amendment No. 4 to the Schedule 13D filed
by the undersigned (“Amendment No. 4”) on October 12, 2021
and amended on November 24, 2021, January 4, 2022 and July 11, 2022
(the “Schedule 13D”). This Amendment No. 4 amends the
Schedule 13D as specifically set forth herein. Except as otherwise
specified in this Amendment No. 4, all items in the Schedule 13D
are unchanged. All capitalized terms used in this Amendment No. 4
and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
|
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The 34,026,694 Shares purchased by Ault Alpha were purchased with
its working capital. Ault Alpha expended an aggregate of
$23,235,251.24 for the purchase of the Shares. 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.
201,250 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 65,042 Shares owned directly by Mr. Ault is
$99,456. 201,250 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 2,056 Shares owned directly
by Mr. Horne is $11,015.
The aggregate purchase price of the 3,408 Shares owned directly by
Philou Ventures is approximately $1,508,000. The aggregate purchase
price of the 125,000 shares of Series B Preferred Stock exercisable
into 2,232 Shares and warrants currently exercisable into 2,232
Shares owned directly by Philou Ventures is approximately
$1,250,000.
The aggregate purchase price of the 1,658,916 Shares and warrants
currently exercisable into 94 Shares owned directly by Ault &
Company is approximately $2,578,000.
|
Item 5. |
Interest in Securities of the Issuer. |
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 329,529,063
Shares outstanding, which is the total number of Shares outstanding
as of August 11, 2022, as reported by the Issuer to the Reporting
Persons.
|
(a) |
As of the date
hereof, Mr. Ault may be deemed to beneficially own 37,309,868
Shares, consisting of (i) 266,292 shares of Common Stock, (ii)
350,000 shares of Common Stock underlying stock options currently
exercisable or exercisable within 60 days, (iii) 34,026,694 shares
of Common Stock held by Ault Alpha, (iv) 1,658,916 shares of Common
Stock held by Ault & Company, (v) 94 shares of Common Stock
underlying currently exercisable warrants held by Ault &
Company, (vi) 1,000,000 shares of Common Stock purchasable pursuant
to a Securities Purchase Agreement entered into on June 11, 2021
between Ault & Company and the Issuer, (vii) 3,408 shares of
Common Stock held by Philou Ventures, (viii) 2,232 shares of Common
Stock underlying currently exercisable warrants held by Philou
Ventures, and (ix) 2,232 shares of Common Stock issuable upon the
conversion of 125,000 shares of Series B Preferred Stock held by
Philou Ventures. Mr. Ault may be deemed to beneficially own the
Shares owned directly by Ault Alpha LP, Ault & Company, Inc.
and Philou Ventures by virtue of his relationships with such
entities described in Item 2.
|
Percentage: 11.28%
|
(b) |
1. Sole power to vote or direct
vote: 616,292 |
2. Shared power to vote or direct vote: 36,693,576
3. Sole power to dispose or direct the disposition: 616,292
4. Shared power to dispose or direct the disposition:
36,693,576
|
(c) |
Mr. Ault has
not entered into any transactions in the Shares during the past
sixty days.
|
|
(a) |
As of the date
hereof, Mr. Horne may be deemed to beneficially own 553,306 Shares,
consisting of (i) 203,306 shares of Common Stock and (ii) 350,000
shares of Common Stock underlying stock options currently
exercisable or exercisable within 60 days.
|
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 553,306 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 553,306
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Horne has
not entered into any transactions in the Shares during the past
sixty days.
|
|
(a) |
As of the date
hereof, Mr. Nisser may be deemed to beneficially own 556,250
Shares, consisting of (i) 206,250 shares of Common Stock and (ii)
350,000 shares of Common Stock underlying stock options currently
exercisable or exercisable within 60 days.
|
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 556,250 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 556,250
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Nisser has
not entered into any transactions in the Shares during the past
sixty days.
|
|
(a) |
As of the date
hereof, Mr. Cragun may be deemed to beneficially own 209,375
Shares, consisting of (i) 50,000 shares of Common Stock and (ii)
159,375 shares of Common Stock underlying stock options currently
exercisable or exercisable within 60 days.
|
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 209,375 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 209,375
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Cragun has
not entered into any transactions in the Shares during the past
sixty days.
|
|
(a) |
As of the date hereof, Ault Alpha
owned directly 34,026,694 Shares. |
Percentage: 10.33%
|
(b) |
1. Sole power to vote or direct
vote: 0 |
2. Shared power to vote or direct vote: 34,026,694
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
34,026,694
|
(c) |
Other than the transactions in the
Shares by Ault Alpha as previously disclosed or as set forth on
Schedule A and incorporated herein by reference, Ault Alpha
has not entered into any transactions in the Shares during the past
sixty days. |
|
(a) |
As of the date hereof, Ault Alpha
GP may be deemed to beneficially own 34,026,694 Shares, consisting
of the Shares owned directly by Ault Alpha. Ault Alpha GP may be
deemed to beneficially own the Shares owned directly by Ault Alpha
by virtue of its relationship with such entity described in Item
2. |
Percentage: 10.33%
|
(b) |
1. Sole power to vote or direct
vote: 0 |
2. Shared power to vote or direct vote: 34,026,694
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
34,026,694
|
(c) |
Ault Alpha GP has not entered into
any transactions in the Shares during the past sixty days. |
|
G. |
Ault Capital Management |
|
(a) |
As of the date hereof, Ault Capital
Management may be deemed to beneficially own 34,026,694 Shares,
consisting of the Shares owned directly by Ault Alpha. Ault Capital
Management may be deemed to beneficially own the Shares owned
directly by Ault Alpha by virtue of its relationship with such
entity described in Item 2. |
Percentage: 10.33%
|
(b) |
1. Sole power to vote or direct
vote: 0 |
2. Shared power to vote or direct vote: 34,026,694
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
34,026,694
|
(c) |
Ault Capital Management has not
entered into any transactions in the Shares during the past sixty
days. |
|
(d) |
As of the date hereof, Philou
Ventures may be deemed to beneficially own 7,872 Shares, consisting
of (i) 3,408 shares of Common Stock, (ii) 2,232 shares of Common
Stock underlying currently exercisable warrants held, and (iii)
2,232 shares of Common Stock issuable upon the conversion of
125,000 shares of Series B Preferred Stock held. |
Percentage: Less than 1%
|
(e) |
1. Sole power to vote or direct
vote: 0 |
2. Shared power to vote or direct vote: 7,872
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,872
|
(f) |
Philou Ventures has not entered
into any transactions in the Shares during the past sixty
days. |
|
(a) |
As of the date hereof, Ault &
Company may be deemed to beneficially own 36,693,576 Shares,
consisting of (i) 1,658,916 shares of Common Stock, (ii) 94 shares
of Common Stock underlying currently exercisable warrants, (iii)
1,000,000 shares of Common Stock purchasable pursuant to a
Securities Purchase Agreement entered into on June 11, 2021 with
the Issuer, (iv) 34,026,694 shares of Common Stock held by Ault
Alpha, (v) 3,408 shares of Common Stock held by Philou Ventures,
(vi) 2,232 shares of Common Stock underlying currently exercisable
warrants held by Philou Ventures, and (vii) 2,232 shares of Common
Stock issuable upon the conversion of 125,000 shares of Series B
Preferred Stock held by Philou Ventures. Ault & Company may be
deemed to beneficially own the Shares owned directly by Ault Alpha
by virtue of its relationships with such entities described in Item
2. |
Percentage: 11.10%
|
(b) |
1. Sole power to vote or direct
vote: 2,659,010 |
2. Shared power to vote or direct vote: 34,034,566
3. Sole power to dispose or direct the disposition: 2,659,010
4. Shared power to dispose or direct the disposition:
34,034,566
|
(c) |
Ault & Company has not entered
into any transactions in the Shares during the past sixty
days. |
The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial
owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he or
it does not directly own.
|
(d) |
No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. |
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: August 11, 2022
|
|
AULT ALPHA LP |
/s/ Milton C. Ault, III
|
|
|
|
MILTON C. AULT, III |
|
By: |
/s/ Milton C. Ault, III
|
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
CEO of Ault Capital Management LLC,
the Managing Member of Ault Alpha GP LP, the General Partner |
|
|
AULT ALPHA GP LP |
/s/ William B. Horne
|
|
|
|
WILLIAM B. HORNE |
|
By: |
/s/ Milton C. Ault, III
|
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
CEO of Ault Capital Management LLC,
the Managing Member |
|
|
AULT CAPITAL MANAGEMENT LLC |
/s/ Henry C.W. Nisser
|
|
|
|
HENRY C.W. NISSER |
|
By: |
/s/ Milton C. Ault, III
|
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Chief Executive Officer |
|
|
AULT & COMPANY, INC. |
/s/ Kenneth S. Cragun
|
|
|
|
KENNETH S. CRAGUN |
|
By: |
/s/ Milton C. Ault, III
|
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
Chief Executive Officer |
|
|
PHILOU VENTURES, LLC |
|
|
|
|
|
|
By: |
/s/ Milton C. Ault, III
|
|
|
|
Name: |
Milton C. Ault, III |
|
|
|
Title: |
CEO of Ault & Company, Inc.,
the Managing Member |
SCHEDULE A
Transactions in the Shares of Common Stock During the Last Sixty
Days
Ault Alpha LP
Nature of the Transaction |
Shares of Common Stock
Purchased / (Sold) |
Price Per Share ($) |
Date of Transaction |
Purchase of Common Stock |
834,686 |
0.3347 |
07/12/2022 |
Purchase of Common Stock |
435,229 |
0.3385 |
07/13/2022 |
Purchase of Common Stock |
320,000 |
0.3198 |
07/14/2022 |
Purchase of Common Stock |
150,000 |
0.3267 |
07/15/2022 |
Purchase of Common Stock |
140,000 |
0.3492 |
07/19/2022 |
Purchase of Common Stock |
130,000 |
0.3863 |
07/20/2022 |
Purchase of Common Stock |
135,000 |
0.3623 |
07/21/2022 |
Purchase of Common Stock |
113,221 |
0.3034 |
07/27/2022 |
Purchase of Common Stock |
300,000 |
0.3258 |
07/28/2022 |
Purchase of Common Stock |
948,473 |
0.3463 |
08/08/2022 |
Purchase of Common Stock |
1,200,000 |
0.3333 |
08/09/2022 |
Purchase of Common Stock |
790,000 |
0.3636 |
08/10/2022 |
17
Ault Global (AMEX:DPW)
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Ault Global (AMEX:DPW)
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