SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
THE SECURITIES EXCHANGE ACT OF 1934
AULT ALLIANCE, INC.
(Name of Subject Company (Issuer) and Filing Person
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Milton C. Ault III
Ault Alliance, Inc.
11411 Southern Highlands Pkwy #240
Las Vegas, NV 89141
(Name, Address, and Telephone numbers of person
to receive notices and communications on behalf of filing
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13E-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender offer: ☐
If applicable check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
Ault Alliance Plans to Initiate an Exchange Offer in Which It
Would Offer Up to $50 Million in Preferred Shares With a Stated
Value of $10.00 per Share (An Effective Price of $0.15 per Share of
Common Stock Exchanged)
Up to Five Million Preferred Shares Would Be Exchanged at a
Ratio of Three Preferred Shares for Approximately 200 Shares of
Common Stock (For an Aggregate of 333,333,333 Shares of Common
The Holders of the Preferred Stock Would Be Entitled to Receive
Dividends of the Company’s Majority-Owned Subsidiaries Imperalis
Holding Corp. (Sometimes Referred to as TurnOnGreen) and
LAS VEGAS--(BUSINESS WIRE) –
March 20, 2023 – Ault Alliance,
Inc. (NYSE American: AULT), a
diversified holding company (“Ault Alliance” or the
“Company”), today announced its intention to launch
an exchange offer for up to 333,333,333 shares of its common stock
(“Common Stock”) for up to 5,000,000 shares of preferred
stock with a stated value of $10.00 per share (the “Preferred
Stock”). The terms of the Preferred Stock equate to a value of
$0.15 per share of each Common Stock exchanged. In addition, the
Preferred Stock is entitled to receive an annual dividend of ten
The terms of the Preferred Stock represent a 66.67% premium to the
closing share price of $0.09 per share on March 17, 2023 on a per
share of common stock equivalent basis. This initiative is designed
to enhance the Company’s capital structure and stockholder value by
enabling the stockholders to receive a security more aligned with
the underlying value of the Company. If all 333,333,333 shares of
Common Stock are tendered and retired, the Company’s outstanding
Common Stock will be reduced by approximately 80%.
The exchange offer will require that a minimum of 150 million
shares of Common Stock be tendered by common stockholders. To avoid
issuing fractional shares, the exchange offer is structured in
increments of 200 shares of Common Stock such that every 200 shares
of Common Stock is exchangeable into three shares of Preferred
Ault Alliance will seek to list the Preferred Stock on the NYSE
American. If the application to list the Preferred Stock is
approved by the NYSE American, trading in the Preferred Stock is
expected to commence within a 30-day period after the approval of
listing. If the application is not approved, the Company intends to
file an application to admit the Preferred Stock for trading on the
The annual ten percent (10%) dividend is payable in the form of
cash or Common Stock. Dividends in Common Stock will be based on
the 10-day volume-weighted average closing bid price immediately
prior to the record date for such dividend payment.
Further, the term of the Preferred Stock would be perpetual,
subject to the Company’s right, commencing two (2) years from
issuance, to redeem the Preferred Stock, in whole or in part, at a
cash redemption price of $10.00 per share, plus all accrued and
unpaid dividends to, but not including, the redemption date (the
“Redemption Price”). In addition, the Company may redeem, at
its option, the Preferred Stock upon a change of control at the
The Preferred Stock will not be convertible into Common Stock,
carry voting rights other than as required by applicable law, or
provide for preemptive rights.
The holders of the Preferred Stock would be entitled to receive
dividends of the Company’s majority-owned subsidiaries Imperalis
Holding Corp. (sometimes referred to as TurnOnGreen) and
Giga-tronics Incorporated based on the number of shares of Common
Stock exchanged for Preferred Stock, ensuring that common
stockholders who exchange their shares of Common Stock will have
the ability to participate in the distribution of such shares.
The exchange offer for Common Stock is expected to commence during
March of 2023 and is subject to regulatory approval and other
customary closing conditions. Details regarding the offer and
instructions for stockholders interested in participating will be
provided in the Offer to Exchange and related documents, which will
be filed with the Securities and Exchange Commission and
distributed to Ault Alliance stockholders.
This press release is for informational purposes only and shall not
constitute an offer to sell or exchange nor the solicitation of an
offer to buy the Preferred Stock or any other securities. Any
solicitation of offers to exchange Common Stock for the Preferred
Stock will only be made pursuant to an Offer to Exchange and
related materials to be sent by the Company to its stockholders on
the commencement of the proposed exchange offer. The exchange offer
is not being made to any person in any jurisdiction in which the
offer, solicitation or sale is unlawful. Any offers of the
Preferred Stock will be made only by means of the Offer to
Exchange. The exchange offer documents will be available without
charge at the Securities and Exchange Commission's website at
http://www.sec.gov and will be delivered without charge to all
stockholders of the Company who so request it.
It is anticipated that the Offer will be made pursuant to the
exemption from registration requirements of the Securities Act of
1933, as amended, contained in Section 3(a)(9) thereof. Under that
exemption, if Common Stock exchanged is freely tradeable, the
Preferred Stock received in exchange therefor will be freely
tradeable. If the Common Stock is restricted, the Preferred Stock
will be restricted to the same degree.
Prior to making any decision to exchange their shares of Common
Stock, investors and stockholders are strongly encouraged to read
the exchange offer documents carefully, as they contain important
information about the offer, including the terms and conditions.
Stockholders with questions or concerns should consult their
financial advisors before making any investment decisions related
to the tender offer, the preferred stock issuance, or the
distribution of the shares of Imperalis Holding Corp. (sometimes
referred to as TurnOnGreen) and Giga-tronics Incorporated.
For more information on Ault Alliance and its subsidiaries, the
Company recommends that stockholders, investors and any other
interested parties read the Company’s public filings and press
releases available under the Investor Relations section at
www.ault.com or available
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.ault.com.
This press release contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements generally
include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at www.sec.gov and on the Company’s
website at www.ault.com.
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