Ault Alliance Announces Termination of Exchange Offer
May 19 2023 - 6:30AM
Business Wire
Ault Alliance, Inc. (“Ault Alliance” or the
“Company”) (NYSE American: AULT), announced today that it
has terminated the previously announced offer (the “Offer”)
to holders of Ault Alliance’s outstanding Class A Common Stock (the
“Common Stock”) to exchange shares of Common Stock for its
10.00% Series H Cumulative Redeemable Perpetual Preferred Stock
(“Series H Preferred Stock”), as a result of notice from the
Depositary Trust Company (“DTC”) that due to logistical
issues relating to the Company’s recently effectuated 300 for one
reverse stock split (the “Reverse Stock Split”), DTC would
not be able to accept the tenders of Common Stock on a post-Reverse
Stock Split basis. As a result of this termination, no shares will
be exchanged in the Offer and all shares previously tendered and
not withdrawn will be promptly returned to tendering holders.
The Company’s obligation to exchange shares pursuant to the
Offer was subject to a condition that specified that there shall
not have occurred or be likely to occur any event that could
reasonably be expected to materially adversely affect the
settlement of the Offer.
On May 18, 2023, DTC notified the Company that after the Reverse
Stock Split it could not accept the shares tendered in the Offer on
a post-Reverse Stock Split basis. As shares of Common Stock
tendered could not be accepted by the DTC and exchanged for Series
H Preferred Stock, the Offer could not be settled.
In addition, the stockholders only tendered 29,623,948 shares of
Common Stock in the Offer, which did not satisfy the condition that
100,000,000 shares of Common Stock be tendered in the Offer.
The Company will assess whether to commence a new exchange
offer, though there can be no assurance that the Company will
proceed with a new exchange offer or as to the terms thereof.
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.
Forward-Looking Statements
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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