Ault Alliance Reiterates Its Intention to Commence an Exchange Offer of Common Stock for Series D Preferred Shares at an Effective Price of $0.25 per Share of Common Stock Exchanged
December 13 2023 - 6:45AM
Business Wire
- The $0.25 effective price per common share equivalent
represents a 201% increase over the last reported sales price of
the common stock on December 12, 2023, on the NYSE
American
- Company intends to provide guidance on timing, terms and
conditions of exchange offer on December 21, 2023
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company (“Ault Alliance,” or the “Company”), today
reiterated its intent to initiate an exchange offer (the
“Offer”) to accept for cancellation up to 60,000,000 shares
of Company common stock (“Common Stock”) in exchange for the
issuance of up to $15,000,000 aggregate liquidation preference of
its 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock
(“Series D Preferred Stock”).
The $0.25 liquidation preference per common share equivalent of
the Series D Preferred Stock represents a 201% increase over the
last reported sales price of the Common Stock of $0.083 on December
12, 2023 (the “Closing Price”), on the NYSE American.
Further, the 13.00% Series D Preferred Stock annual dividend
provides an additional annual recurring value of $0.0325 per common
share, or 39% of the Closing Price. Based on the Closing Price, the
stated value of the Series D Preferred Stock and the first year’s
required dividend payments on the Series D Preferred Stock,
stockholders who tender Common Stock in the Offer for the Series D
Preferred Stock could realize a premium of approximately 240%, of
which 39% is from cash dividends, from the Closing Price.
The Company intends to issue a press release on December 21,
2023, providing more information on the Offer, including the
anticipated timing of commencement of the Offer, as well as the
terms and conditions of the Offer.
The Offer is subject to regulatory approval and other customary
closing conditions. Details regarding the offer and instructions
for stockholders interested in participating will be provided in
the Offer to Exchange and related documents, which will be filed
with the Securities and Exchange Commission and distributed to Ault
Alliance stockholders.
The Offer will not be made to any person in any jurisdiction in
which either the Offer, or solicitation or sale thereof, is
unlawful. Any Offer will be made only by means of the Offer to
Exchange. It is anticipated that the Offer will be made pursuant to
the exemption from registration requirements of the Securities Act
of 1933, as amended, contained in Section 3(a)(9) thereof. Under
that exemption, if Common Stock exchanged is freely tradeable, the
Series D Preferred Stock received in exchange therefor will be
freely tradeable. If the Common Stock is restricted, the Series D
Preferred Stock will be restricted to the same degree.
This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation of
an offer to buy the Series D Preferred Stock or any other
securities. Any solicitation of offers to exchange Common Stock for
the Series D Preferred Stock will only be made pursuant to an Offer
to Exchange and related materials to be sent by the Company to its
stockholders on the commencement of the proposed Offer. The Offer
is not being made to any person in any jurisdiction in which the
offer, solicitation or sale is unlawful. Any offers of the Series D
Preferred Stock will be made only by means of the Offer to
Exchange. The Offer documents will be available without charge at
the Securities and Exchange Commission's website at
http://www.sec.gov and will be delivered without charge to all
stockholders of the Company who so request it.
For more information on Ault Alliance and its subsidiaries, Ault
Alliance recommends that stockholders, investors, and any other
interested parties read Ault Alliance’s public filings and press
releases available under the Investor Relations section at
www.Ault.com or at www.sec.gov.
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 offers colocation and hosting services for the emerging
artificial intelligence ecosystems and other industries, 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,” “considering,” 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 other
than as required by applicable law. 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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Ault Alliance Investor Contact: IR@Ault.com or
1-888-753-2235
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