Current Report Filing (8-k)
February 17 2021 - 6:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
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Date of Report (Date of earliest event reported): February
17, 2021
AULT GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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DPW
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NYSE American
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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 ¨
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. ¨
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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As previously reported, on January 22, 2021, Ault Global
Holdings, Inc. (f/k/s DPW Holdings Inc.) (the “Company”) entered into an At-the-Market Issuance Sales Agreement
(as amended on February 17, 2021, the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent
(the “Agent”) to sell shares of its common stock, par value $0.001 (the “Common Stock”),
having an aggregate offering price of up to $50,000,000 (the “Shares”) from time to time, through an “at
the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as
amended (the “Securities Act”). On January 25, 2021, the Company filed a prospectus supplement with the Securities
and Exchange Commission (“SEC”) relating to the offer and sale of up to $50,000,000 of common stock in the ATM
Offering.
On February 17, 2021, the Company filed an amendment
to the prospectus supplement with the SEC to increase the amount of common stock that may be offered and sold in the ATM Offering,
as amended (the “Amended ATM Offering”) under the Sales Agreement to $125,000,000 in the aggregate, inclusive
of the up to approximately $49,980,000 in Shares previously sold in the ATM Offering.
The offer and sale of the Shares will be made pursuant
to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus
contained therein (Registration Statement No. 333-251995) filed with the SEC on January 8, 2021 and declared effective by
the SEC on January 20, 2021.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the
Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of such state.
Subject to the terms and conditions of the Sales Agreement,
the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s instructions, consistent
with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE
American. The Company will set the parameters for sales of the Shares, including the number of Shares to be sold, the time period
during which sales are requested to be made, any limitation on the number of Shares that may be sold in one trading day, and any
minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares by any method permitted
by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act. The Company or the Agent
may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend offers and sales of the
Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement at any time upon
prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
The foregoing description of the terms of the Sales Agreement
does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales Agreement, which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Olshan Frome Wolosky LLP, counsel
to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On February 17, 2021, the Company issued a press release
announcing the Amended ATM Offering, 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.
(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
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AULT GLOBAL HOLDINGS, INC.
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Date: February 17, 2021
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By:
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/s/ Henry Nisser
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Henry Nisser
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President
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