UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR |
Certificate of Increase to Certificate of Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock
As previously reported on Current Report Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2023, on November 6, 2023 (the “Execution Date”), Ault Alliance, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Ault & Company, Inc., a Delaware corporation (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser up to 50,000 shares of Series C convertible preferred stock (the “Series C Convertible Preferred Stock”), and warrants (the “Series C Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) for a total purchase price of up to $50,000,000.00 (the “Financing”).
As previously reported on Current Report Form 8-K filed with the Commission on March 26, 2024, on March 25, 2024 the Company and the Purchaser entered into an amendment (the “Amendment”) that amends (i) the Agreement, (ii) the Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Preferred Stock (the “COD”) and (iii) the number of Series C Warrants, to provide for (A) an increase in the Financing (as defined below) from $50,000,000.00 to $75,000,000.00 and (B) an extension of the date to closing the final tranche of the Financing.
On April 3, 2024, the Company filed a Certificate of Increase (the “Certificate”), for the Series C Convertible Preferred Stock with the Secretary of State of the State of Delaware). The Series Certificate Amendment was approved on April 3, 2024, by an affirmative vote of the holder of the Series C Convertible Preferred Stock outstanding as of such date and by the unanimous affirmative vote of the board of directors of the Company on March 21, 2024. The Certificate became effective upon filing with the Secretary of State of the State of Delaware.
Pursuant to the Certificate, the number of shares of preferred stock designated as the Series C Convertible Preferred Stock was increased from 50,000 to 75,000.
The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | Certificate of Increase to Certificate Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AULT ALLIANCE, INC. | ||
| Dated: April 4, 2024 | /s/ Henry Nisser | |
|
Henry Nisser President and General Counsel |
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