Current Report Filing (8-k)
May 16 2023 - 4:31PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): May
16, 2023
AULT ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-12711 |
|
94-1721931 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 240,
Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
AULT |
|
NYSE American |
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
AULT PRD |
|
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION; CHANGE IN FISCAL YEAR |
On May 15, 2023, pursuant
to the approval provided by the stockholders of Ault Alliance, Inc. (the “Company”) at a special meeting of such stockholders
of even date therewith (the “Meeting”), the Company’s Board of Directors approved an amendment to the
Company’s Certificate of Incorporation (the “Amendment”) to effectuate a reverse stock split of the Company’s
Class A common stock, $0.001 par value (“Common Stock”) affecting both the authorized and issued and outstanding
number of such shares by a ratio of one-for-three hundred (the “Reverse Stock Split”).
The Company filed the Amendment to its Certificate
of Incorporation with the State of Delaware effectuating the Reverse Stock Split on May 15, 2023. The Reverse Stock Split will become
effective in the State of Delaware at 12:01 AM ET on Wednesday, May 17, 2023.
Beginning with the opening of trading on May 18,
2023, the Common Stock will trade on the NYSE American on a split-adjusted basis under a new CUSIP number 09175M 408. As a result of the
Reverse Stock Split, each three hundred (300) shares of Common Stock issued and outstanding prior to the Reverse Stock Split will be converted
into one (1) share of Common Stock, with no change in authorized shares or par value per share,
and the number of shares of Common Stock outstanding will be reduced from 415,746,694 shares to approximately 1,385,822 shares.
All options, warrants, and any other similar instruments, convertible into, or exchangeable or exercisable for, shares of Common
Stock will be proportionally adjusted.
The foregoing description does not purport to
be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit
3.1, and incorporated herein by reference.
|
ITEM 7.01 |
REGULATION FD DISCLOSURE |
On May 16, 2023, the Company issued a press release
announcing the results of the Meeting and the one-for-three hundred Reverse Stock Split, a copy of which press release is furnished herewith
as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of
Form 8-K, the information under this item, Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not
be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation
FD.
The Securities and Exchange Commission encourages
registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make
informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ
materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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: May 16, 2023 |
/s/ Henry Nisser |
|
|
Henry Nisser
President and General Counsel |
|
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