(Amendment No. 2)1
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
|
NAME OF REPORTING PERSON
MILTON C. AULT, III
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
332,125 (1)
|
8
|
SHARED VOTING POWER
9,016,882 (2)
|
9
|
SOLE DISPOSITIVE POWER
332,125 (1)
|
10
|
SHARED DISPOSITIVE POWER
9,016,882 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,349,007
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.93%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Represents
(i) 157,125 shares of Common Stock and (ii) 175,000 shares of Common Stock underlying stock
options currently exercisable or exercisable within 60 days.
|
|
(2)
|
Represents
(i) 6,350,000 shares of Common Stock held by Ault Alpha LP, (ii) 1,658,916 shares of Common
Stock held by Ault & Company, Inc., (iii) 94 shares of Common Stock underlying currently
exercisable warrants held by Ault & Company, Inc., (iv) 1,000,000 shares of Common Stock
purchasable by Ault & Company, Inc. pursuant to a Securities Purchase Agreement entered
into on June 11, 2021 between Ault & Company, Inc. and BitNile Holdings, Inc. (formerly,
Ault Global Holdings, Inc.), (v) 3,408 shares of Common Stock held by Philou Ventures, LLC,
(vi) 2,232 shares of Common Stock underlying currently exercisable warrants held by Philou
Ventures, LLC, and (vii) 2,232 shares of Common Stock issuable upon the conversion of 125,000
shares of Series B Preferred Stock held by Philou Ventures, LLC.
|
1
|
NAME OF REPORTING PERSON
WILLIAM B. HORNE
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
311,639 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
311,639 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,639
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Represents
(i) 136,639 shares of Common Stock and (ii) 175,000 shares of Common Stock underlying stock
options currently exercisable or exercisable within 60 days.
|
1
|
NAME OF REPORTING PERSON
HENRY C.W. NISSER
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
SWEDEN
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
314,583 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
314,583 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
314,583
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Represents
(i) 139,583 shares of Common Stock and (ii) 175,000 shares of Common Stock underlying stock
options currently exercisable or exercisable within 60 days.
|
1
|
NAME OF REPORTING PERSON
KENNETH S. CRAGUN
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
126,042 (1)
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
126,042 (1)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,042
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1)
|
Represents
(i) 25,000 shares of Common Stock and (ii) 101,042 shares of Common Stock underlying stock
options currently exercisable or exercisable within 60 days.
|
1
|
NAME OF REPORTING PERSON
AULT ALPHA LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,350,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
6,350,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
AULT ALPHA GP LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,350,000 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
6,350,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Represents 6,350,000 shares of Common
Stock held by Ault Alpha LP.
|
1
|
NAME OF REPORTING PERSON
AULT CAPITAL MANAGEMENT LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,350,000 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
6,350,000 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.53%
|
14
|
TYPE OF REPORTING PERSON
OO, IA
|
|
(1)
|
Represents 6,350,000 shares of Common
Stock held by Ault Alpha LP.
|
1
|
NAME OF REPORTING PERSON
PHILOU VENTURES, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
7,872 (1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
7,872 (1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,872
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Represents (i) 3,408 shares of Common Stock, (ii) 2,232 shares of Common
Stock underlying currently exercisable warrants held, and (iii) 2,232 shares of Common Stock issuable upon the conversion of 125,000 shares
of Series B Preferred Stock held.
|
1
|
NAME OF REPORTING PERSON
AULT & COMPANY, INC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,659,010 (1)
|
8
|
SHARED VOTING POWER
6,357,872 (2)
|
9
|
SOLE DISPOSITIVE POWER
2,659,010 (1)
|
10
|
SHARED DISPOSITIVE POWER
6,357,872 (2)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,016,882
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.57%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Represents
(i) 1,658,916 shares of Common Stock, (ii) 1,000,000 shares of Common Stock purchasable pursuant
to a Securities Purchase Agreement entered into on June 11, 2021 with BitNile Holdings, Inc.
(formerly, Ault Global Holdings, Inc.), and (iii) 94 shares of Common Stock underlying currently
exercisable warrants.
|
|
(2)
|
Represents
(i) 6,350,000 shares of Common Stock held by Ault Alpha LP, (ii) 3,408 shares of Common Stock
held by Philou Ventures, LLC, (iii) 2,232 shares of Common Stock underlying currently exercisable
warrants held by Philou Ventures, LLC, and (iv) 2,232 shares of Common Stock issuable upon
the conversion of 125,000 shares of Series B Preferred Stock held by Philou Ventures, LLC.
|
The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”) on October 12, 2021 and amended on
November 24, 2021 (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Except as otherwise specified in this Amendment No. 2, all items in the Schedule 13D are unchanged. All capitalized terms used in this
Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
|
Item 1.
|
Security and Issuer.
|
This statement relates to
the Class A Common Stock, $0.001 par value per share (the “Shares”), of BitNile Holdings, Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 11411 Southern Highlands Parkway,
Suite 240, Las Vegas, Nevada 89141.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The 6,350,000 Shares purchased
by Ault Alpha were purchased with its working capital. Ault Alpha expended an aggregate of $13,506,554.82 for the purchase of the Shares.
The stock options owned by Messrs. Ault, Horne, Nisser and Cragun were awarded to them in their capacities as officers and/or directors
of the Issuer. The Shares owned directly by Messrs. Nisser and Cragun were issued upon vesting of restricted stock units awarded to them
in their capacities as officers and/or directors of the Issuer. 144,582 Shares owned directly by Mr. Ault were issued upon vesting of
restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for
the other 12,543 Shares owned directly by Mr. Ault is $71,786. 134,583 Shares owned directly by Mr. Horne were issued upon vesting of
restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for
the other 2,056 Shares owned directly by Mr. Horne is $11,015.
The aggregate purchase price
of the 3,408 Shares owned directly by Philou Ventures is approximately $1,508,000. The aggregate purchase price of the 125,000 shares
of Series B Preferred Stock exercisable into 2,232 Shares and warrants currently exercisable into 2,232 Shares owned directly by Philou
Ventures is approximately $1,250,000.
The aggregate purchase price
of the 1,658,916 Shares and warrants currently exercisable into 94 Shares owned directly by Ault & Company is approximately $2,578,000.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 84,331,047 Shares outstanding, which is the total number of Shares outstanding
as of December 31, 2021, as reported by the Issuer to the Reporting Persons.
|
(a)
|
As of the date hereof, Mr. Ault may be
deemed to beneficially own 9,349,007 Shares, consisting of (i) 157,125 shares of Common Stock,
(ii) 175,000 shares of Common Stock underlying stock options currently exercisable or exercisable
within 60 days, (iii) 6,350,000 shares of Common Stock held by Ault Alpha, (iv) 1,658,916
shares of Common Stock held by Ault & Company, (v) 94 shares of Common Stock underlying
currently exercisable warrants held by Ault & Company, (vi) 1,000,000 shares of Common
Stock purchasable pursuant to a Securities Purchase Agreement entered into on June 11, 2021
between Ault & Company and the Issuer, (vii) 3,408 shares of Common Stock held by Philou
Ventures, (viii) 2,232 shares of Common Stock underlying currently exercisable warrants held
by Philou Ventures, and (ix) 2,232 shares of Common Stock issuable upon the conversion of
125,000 shares of Series B Preferred Stock held by Philou Ventures. Mr. Ault may be deemed
to beneficially own the Shares owned directly by Ault Alpha LP, Ault & Company, Inc.
and Philou Ventures by virtue of his relationships with such entities described in Item 2.
|
Percentage: 10.90%
|
(b)
|
1. Sole power to vote or direct vote:
332,125
|
2. Shared power to vote or direct vote: 9,016,882
3. Sole power to dispose or direct the disposition: 332,125
4. Shared power to dispose or direct the disposition:
9,016,882
|
(c)
|
Other than the transactions in the Shares
by Mr. Ault during the past sixty days as previously disclosed or as set forth on Schedule
A and incorporated herein by reference, Mr. Ault has not entered into any transactions
in the Shares during the past sixty days.
|
|
(a)
|
As of the date hereof, Mr. Horne may
be deemed to beneficially own 311,639 Shares, consisting of (i) 136,639 shares of Common
Stock and (ii) 175,000 shares of Common Stock underlying stock options currently exercisable
or exercisable within 60 days.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote:
311,639
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 311,639
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Other than as previously disclosed and
the issuance of 1,250 Shares on December 1, 2021 to Mr. Horne by the Issuer upon vesting
of restricted stock units, Mr. Horne has not entered into any transactions in the Shares
during the past sixty days.
|
|
(a)
|
As of the date hereof, Mr. Nisser may
be deemed to beneficially own 314,583 Shares, consisting of (i) 139,583 shares of Common
Stock and (ii) 175,000 shares of Common Stock underlying stock options currently exercisable
or exercisable within 60 days.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote:
314,583
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 314,583
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Other than as previously disclosed and
the issuance of 6,250 Shares on December 1, 2021 to Mr. Nisser by the Issuer upon vesting
of restricted stock units, Mr. Nisser has not entered into any transactions in the Shares
during the past sixty days.
|
|
(a)
|
As of the date hereof, Mr. Cragun may
be deemed to beneficially own 126,042 Shares, consisting of (i) 25,000 shares of Common Stock
and (ii) 101,042 shares of Common Stock underlying stock options currently exercisable or
exercisable within 60 days.
|
Percentage: Less than 1%
|
(b)
|
1. Sole power to vote or direct vote:
126,042
|
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 126,042
4. Shared power to dispose or direct the disposition: 0
|
(c)
|
Other than as previously disclosed, Mr.
Cragun has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the date hereof, Ault Alpha owned
directly 6,350,000 Shares.
|
Percentage: 7.53%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct
vote: 6,350,000
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 6,350,000
|
(c)
|
Other than the transactions in the Shares
by Ault Alpha as previously disclosed or as set forth on Schedule B and incorporated
herein by reference, Ault Alpha has not entered into any transactions in the Shares during
the past sixty days.
|
|
(a)
|
As of the date hereof, Ault Alpha GP
may be deemed to beneficially own 6,350,000 Shares, consisting of the Shares owned directly
by Ault Alpha. Ault Alpha GP may be deemed to beneficially own the Shares owned directly
by Ault Alpha by virtue of its relationship with such entity described in Item 2.
|
Percentage: 7.53%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct
vote: 6,350,000
3. Sole power to dispose or direct the
disposition: 0
4. Shared power to dispose or direct
the disposition: 6,350,000
|
(c)
|
Ault Alpha GP has not entered into any transactions in the Shares during the past sixty days.
|
|
G.
|
Ault Capital Management
|
|
(a)
|
As of the date hereof, Ault Capital Management
may be deemed to beneficially own 6,350,000 Shares, consisting of the Shares owned directly
by Ault Alpha. Ault Capital Management may be deemed to beneficially own the Shares owned
directly by Ault Alpha by virtue of its relationship with such entity described in Item 2.
|
Percentage: 7.53%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power
to vote or direct vote: 6,350,000
3. Sole power to dispose
or direct the disposition: 0
4. Shared power
to dispose or direct the disposition: 6,350,000
|
(c)
|
Ault Capital Management has not entered into any transactions in the Shares during the past sixty days.
|
|
(d)
|
As of the date hereof, Philou Ventures may be deemed to beneficially own 7,872 Shares, consisting of (i)
3,408 shares of Common Stock, (ii) 2,232 shares of Common Stock underlying currently exercisable warrants held, and (iii) 2,232 shares
of Common Stock issuable upon the conversion of 125,000 shares of Series B Preferred Stock held.
|
Percentage: Less than 1%
|
(e)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to
vote or direct vote: 7,872
3. Sole power to dispose
or direct the disposition: 0
4. Shared power to
dispose or direct the disposition: 7,872
|
(f)
|
Philou Ventures has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the date hereof, Ault & Company
may be deemed to beneficially own 9,016,882 Shares, consisting of (i) 1,658,916 shares of
Common Stock, (ii) 94 shares of Common Stock underlying currently exercisable warrants, (iii)
1,000,000 shares of Common Stock purchasable pursuant to a Securities Purchase Agreement
entered into on June 11, 2021 with the Issuer, (iv) 6,350,000 shares of Common Stock held
by Ault Alpha, (v) 3,408 shares of Common Stock held by Philou Ventures, (vi) 2,232 shares
of Common Stock underlying currently exercisable warrants held by Philou Ventures, and (vii)
2,232 shares of Common Stock issuable upon the conversion of 125,000 shares of Series B Preferred
Stock held by Philou Ventures. Ault & Company may be deemed to beneficially own the Shares
owned directly by Ault Alpha by virtue of its relationships with such entities described
in Item 2.
|
Percentage: 10.57%
|
(b)
|
1. Sole power to vote or direct vote: 2,659,010
|
2. Shared power
to vote or direct vote: 6,357,872
3. Sole power to dispose
or direct the disposition: 2,659,010
4. Shared power
to dispose or direct the disposition: 6,357,872
|
(c)
|
Ault & Company has not entered into any transactions in the Shares during the past sixty days.
|
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
|
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 4, 2022
|
|
AULT ALPHA LP
|
/s/ Milton C. Ault, III
|
|
|
|
MILTON C. AULT, III
|
|
By:
|
/s/ Milton C. Ault, III
|
|
|
|
Name:
|
Milton C. Ault, III
|
|
|
|
Title:
|
CEO of Ault Capital Management LLC, the Managing Member of Ault Alpha GP LP, the General Partner
|
|
|
AULT ALPHA GP LP
|
/s/ William B. Horne
|
|
|
|
WILLIAM B. HORNE
|
|
By:
|
/s/ Milton C. Ault, III
|
|
|
|
Name:
|
Milton C. Ault, III
|
|
|
|
Title:
|
CEO of Ault Capital Management LLC, the Managing Member
|
|
|
AULT CAPITAL MANAGEMENT LLC
|
/s/ Henry C.W. Nisser
|
|
|
|
HENRY C.W. NISSER
|
|
By:
|
/s/ Milton C. Ault, III
|
|
|
|
Name:
|
Milton C. Ault, III
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
AULT & COMPANY, INC.
|
/s/ Kenneth S. Cragun
|
|
|
|
KENNETH S. CRAGUN
|
|
By:
|
/s/ Milton C. Ault, III
|
|
|
|
Name:
|
Milton C. Ault, III
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
PHILOU VENTURES, LLC
|
|
|
|
|
|
|
By:
|
/s/ Milton C. Ault, III
|
|
|
|
Name:
|
Milton C. Ault, III
|
|
|
|
Title:
|
CEO of Ault & Company, Inc., the Managing Member
|
SCHEDULE A
Transactions in the Shares of Common Stock
During the Last Sixty Days
Milton C. Ault, III
Nature of the Transaction
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per Share ($)
|
Date
of
Transaction
|
Purchase
of Common Stock
|
3,500
|
1.9019
|
11/24/2021
|
Purchase
of Common Stock
|
500
|
1.7394
|
11/26/2021
|
Issuance
Upon Vesting of Restricted Stock Units
|
1,250
|
0.00
|
12/01/2021
|
Purchase
of Common Stock
|
1,000
|
1.6084
|
12/02/2021
|
Purchase
of Common Stock
|
2,000
|
1.5195
|
12/03/2021
|
Purchase
of Common Stock
|
3,000
|
1.2174
|
12/31/2021
|
SCHEDULE B
Transactions in the Shares of Common Stock During
the Last Sixty Days
Ault Alpha LP
Nature of the Transaction
|
Shares of Common Stock
Purchased / (Sold)
|
Price Per Share ($)
|
Date of
Transaction
|
Purchase of Common Stock
|
155,000
|
1.9091
|
11/24/2021
|
Purchase
of Common Stock
|
125,000
|
1.6231
|
12/02/2021
|
Purchase
of Common Stock
|
300,000
|
1.5653
|
12/03/2021
|
Purchase
of Common Stock
|
100,000
|
1.6672
|
12/07/2021
|
Purchase
of Common Stock
|
120,000
|
1.7696
|
12/08/2021
|
Purchase
of Common Stock
|
50,000
|
1.6704
|
12/09/2021
|
Purchase
of Common Stock
|
250,000
|
1.248
|
12/31/2021
|
18