Business Context and Reporting Period
This Form 8-K Current Report was filed by Ault Alliance, Inc. on August 5, 2024, reporting events occurring on August 2, 2024. The registrant is a Delaware corporation with principal executive offices in Las Vegas, Nevada. The filing details a transaction under a pre-existing Securities Purchase Agreement with an affiliate, Ault & Company, Inc.
Key Financial Metrics and Transaction Details
The filing reports a specific equity financing transaction rather than periodic financial performance metrics (revenue, profit, or cash flow).
- Transaction Date: August 2, 2024
- Securities Issued: 300 shares of Series C Convertible Preferred Stock and warrants to purchase 88,692 shares of common stock.
- Transaction Value: $300,000 purchase price for the August 2 closing.
- Cumulative Funding: As of August 2, 2024, the Purchaser has acquired an aggregate of 44,300 shares of Series C Convertible Preferred Stock and warrants for 13,096,823 common shares.
- Total Aggregate Proceeds: $44.3 million raised to date under the agreement.
- Total Facility Size: The agreement allows for up to $75 million in total purchases.
Material Changes
The material change reported is the execution of a closing under the November 6, 2023 Securities Purchase Agreement. This represents an increase in the company's capital raised from the affiliate Purchaser, bringing the total cumulative proceeds to $44.3 million against a $75 million cap. No comparative period financial data (e.g., year-over-year revenue or profit changes) is provided in this filing.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the continued utilization of the financing facility with an affiliate. The material terms of the securities were previously disclosed in an 8-K filed on November 7, 2023.
Risks and Contingencies: The securities were sold in reliance on the exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933. The filing does not provide specific forward-looking guidance, risk factors, or unusual items beyond the standard disclosure of the unregistered sale.
Investor Verification Checklist
- Verify the remaining capacity under the $75 million Securities Purchase Agreement ($30.7 million remaining).
- Review the November 7, 2023 Form 8-K for the full material terms of the Series C Convertible Preferred Stock and Warrants.
- Confirm the dilution impact of the 13,096,823 warrant shares already issued and the potential for further issuance.
- Check the company's latest 10-K or 10-Q for actual revenue, profit, and liquidity metrics, as this 8-K does not contain them.