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