0001214659-23-003750.txt : 20230310
0001214659-23-003750.hdr.sgml : 20230310
20230310163027
ACCESSION NUMBER: 0001214659-23-003750
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230306
FILED AS OF DATE: 20230310
DATE AS OF CHANGE: 20230310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ault Alliance, Inc.
CENTRAL INDEX KEY: 0000896493
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40701
FILM NUMBER: 23724117
BUSINESS ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
BUSINESS PHONE: (949) 444-5464 3679
MAIL ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
FORMER NAME:
FORMER CONFORMED NAME: BitNile Holdings, Inc.
DATE OF NAME CHANGE: 20211213
FORMER NAME:
FORMER CONFORMED NAME: Ault Global Holdings, Inc.
DATE OF NAME CHANGE: 20210119
FORMER NAME:
FORMER CONFORMED NAME: DPW Holdings, Inc.
DATE OF NAME CHANGE: 20171229
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ecoark Holdings, Inc.
CENTRAL INDEX KEY: 0001437491
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 303 PEARL PARKWAY SUITE 200
CITY: SAN ANTONIO
STATE: TX
ZIP: 78215
BUSINESS PHONE: (800) 762-7293
MAIL ADDRESS:
STREET 1: 303 PEARL PARKWAY SUITE 200
CITY: SAN ANTONIO
STATE: TX
ZIP: 78215
FORMER COMPANY:
FORMER CONFORMED NAME: Magnolia Solar Corp
DATE OF NAME CHANGE: 20100107
FORMER COMPANY:
FORMER CONFORMED NAME: Mobilis Relocation Services Inc.
DATE OF NAME CHANGE: 20080612
3
1
marketforms-60776.xml
PRIMARY DOCUMENT
X0206
3
2023-03-06
0
0001437491
Ecoark Holdings, Inc.
ZEST
0000896493
Ault Alliance, Inc.
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS
NV
89141
false
false
true
false
Common Stock
1423182
I
By Ault Lending, LLC
Series A Convertible Redeemable Preferred Stock
0.25
2022-06-08
Common Stock
38219989
I
By Ault Lending, LLC
Series B Convertible Preferred Stock
0.25
2023-03-06
Common Stock
345500000
D
Ault Lending, LLC is a wholly owned subsidiary of the Reporting Person.
The preferred stock has no expiration date.
This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series A Convertible Preferred Stock currently owned by the Reporting Person. However, (i) the Series A Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series A Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series A Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of June 8, 2022.
In addition, this number of shares of common stock does not include shares of common stock that may be issued to the Reporting Person in lieu of cash for dividend payments.
The conversion price is the lesser of (1) $1.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $0.25.
This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. The Series B Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended, pursuant to which the Series B Convertible Preferred Stock was issued. Until such time as the issuance of all such possible shares of common stock upon conversion of the Series B Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person, along with other holders of preferred stock issued in the transaction that closed on March 6, 2023, are prohibited from converting the Series B Convertible Preferred Stock (and other securities beneficially owned by the Reporting Person) into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023.
The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer closes a qualified financing resulting in at least $25,000,000 in gross proceeds at a price per share that is lower than the conversion price then in effect.
/s/ Milton C. Ault, III, Executive Chairman
2023-03-10