Current Report Filing (8-k)
0000896493 false 0000896493 2021-11-18
2021-11-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
Date of Report (Date of earliest event
AULT GLOBAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
incorporation or organization)
||(Commission File Number)
||(I.R.S. Employer Identification
11411 Southern Highlands Parkway,
(Address of principal executive offices) (Zip Code)
(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)
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.001 par value
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 o
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
||Entry into a Material Definitive Agreement.
Ault Alliance, Inc., a Delaware corporation (“AAI”) and
wholly owned subsidiary of Ault Global Holdings, Inc. as well as
the parent company of BitNile, Inc., a Delaware corporation,
entered into a Non-Fixed Price Sales and Purchase Agreement
effective November 17, 2021 (the “Agreement”) with Bitmain Technologies Limited (the
“Seller”), pursuant to which AAI agreed to purchase
12,000 S19j Antminers (the “Miners”) for the estimated total purchase price
of Seventy-Six Million
Dollars ($76,060,000) (the “Purchase Price”).
Pursuant to the Agreement, the Miners will be shipped between March
and August 2022.
The Purchase Price shall be
paid in accordance with the payment schedule set forth in the
Agreement, subject to adjustments based upon market circumstances.
Within seven (7) days after the signing of the Agreement, AAI shall
pay the Seller a down payment in the amount of 25% of the Purchase
Price. In addition, AAI is required to pay at least 35% of each
batch of Miners at least six months prior to the date of shipment
for such batch of Miners.
One (1) month prior to the shipment of the Miners, the Seller shall
notify AAI of the actual purchase price for such batch of Miners,
provided that the actual purchase price shall not be higher than
the total price set forth in the payment schedule in the Agreement,
and upon receipt of the actual purchase price, AAI shall be
entitled to exercise one of three following payment options: (i)
continue to perform the order of the current Miners with the
original rated hashrate and pay the remaining amount at the actual
price; (ii) request the Seller to increase the rated hashrate in
equivalent to the difference in price (under this circumstance, the
Seller shall have the right to negotiate with AAI for the amount of
the additional rated hashrate based on its then inventory); or
(iii) partially or wholly cancel the order of the current Miners,
provided that AAI has received the notification of the actual
price. Before the Seller notifies AAI of the actual price, AAI
shall make timely payment for the Miners in accordance with the
payment schedule set forth in the Agreement.
In the event that AAI fails to fully settle the percentage of the
Purchase Price before the prescribed deadlines and fails to make a
written request to the Seller no less than five (5) business days
prior to the prescribed deadline and obtain the Seller’s written
consent, the Seller shall be entitled to request AAI to pay a
reasonable liquidated damage (not a penalty) of 20% of the purchase
price of such batch of Miners within sixty (60) days. If AAI fails
to pay the liquidated damage when due, the Seller shall be entitled
to terminate the Agreement.
In the event that the Seller fails to deliver a batch of Miners
within thirty (30) days after the prescribed deadline, AAI shall be
entitled to cancel such batch of Miners and request the Seller to
refund the total price of such undelivered batch of Miners together
with interest at 0.0333% per day. If AAI does not cancel the order
of the undelivered batch of Miners and requests the Seller to
perform its delivery obligation, the Seller shall continue to
perform its delivery obligation and compensate AAI in accordance
with the terms set forth in the Agreement.
The foregoing is only brief description of the material terms of
the Agreement, the form of which is attached hereto as
and is incorporated herein by reference. The foregoing does not
purport to be a complete description of the rights and obligations
of the parties thereunder and such descriptions are qualified in
their entirety by reference to the exhibit.
||Regulation FD Disclosure.
On November 18, 2021, the Company issued a press release announcing
the Agreement, which press release is furnished herewith as
and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01, including Exhibit 99.1 attached
hereto, 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.
||Financial Statements and Exhibits.
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 hereunto duly authorized.
||AULT GLOBAL HOLDINGS, INC.
|Dated: November 18, 2021
President and General Counsel
Ault Global (AMEX:DPW)
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