Ault Alliance Announces Postponement of Commencement of Exchange Offer of Common Stock for Series D Preferred Shares
January 05 2024 - 5:25PM
Business Wire
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company (“we,” “us,” “our,” “Ault
Alliance,” or the “Company”), today announced its
postponement of the commencement of its planned exchange offer (the
“Offer”) to accept for cancellation a minimum of 20 million
shares of the Company’s common stock (“Common Stock”) and a
maximum of 60 million such shares 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”).
As the Company did not obtain a quorum for, and had to adjourn,
its 2023 Annual Meeting of Stockholders (the “Annual
Meeting”), it has determined to postpone the planned
commencement of the Offer in order to pursue the matters at the
Annual Meeting and to avoid the administrative complications that
could affect the Offer should certain matters at the Annual Meeting
be approved.
The Company anticipates commencing the Offer in 2024, however
there can be no assurance thereof. The Offer would be 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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