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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): August 19, 2024
AULT ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-12711 |
|
94-1721931 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
AULT |
|
NYSE American |
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
AULT PRD |
|
NYSE American |
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. o
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On August 19, 2024, Ault
Alliance, Inc. (the “Company”) issued a press release announcing its unaudited revenue for the six months
ended June 30, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
The
information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item
2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into
any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly
set forth by specific reference in such a filing.
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.
Where You Can Find
Additional Information
Investors and security
holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public
reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s
website for further information on its public reference room.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release issued on August 19, 2024. |
101 |
|
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
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 ALLIANCE, INC. |
|
|
|
|
|
|
|
Dated: August 19, 2024 |
/s/ Henry Nisser |
|
|
Henry Nisser
President and General Counsel |
|
-3-
Exhibit 99.1
Ault Alliance Reports Second Quarter 2024 Financial
Results, Including Revenue of $76 Million for the Six Months Ended June 30, 2024
The Company Reaffirms its Commitment to
Focus on Its AI Data Center Operations and Divest Remaining Assets
LAS VEGAS--(BUSINESS WIRE) – August 19,
2024 -- Ault Alliance, Inc. (NYSE
American: AULT), a diversified holding company (“Ault Alliance,” or the “Company”), reported its
financial results for the second quarter ended June 30, 2024, which were disclosed on a quarterly report on Form 10-Q filed on August
16, 2024, with the Securities and Exchange Commission. The Company reported revenue of $76.3 million for the six months ended June 30,
2024, and total assets of $271 million as of June 30, 2024. The Company also reaffirmed its previous announcement of its intentions to
reorganize the Company into two separate companies, with Ault Alliance to concentrate on its artificial intelligence (“AI”)
data center space under its new name, Hyperscale Data, Inc. (“Hyperscale Data”). As part of this reorganization, Ault
Alliance plans to issue one or more special dividends to stockholders of stock in its subsidiaries that are not related to the AI data
center business. The Company believes that this plan will ensure stockholders receive a direct benefit from the distribution of the Company’s
present assets that will no longer be a part of the Company’s core focus.
Key financial highlights:
| · | Digital Assets Mining Revenue |
The Company’s digital assets mining
operations achieved a 27% increase in revenue, to $19.9 million in the first half of 2024, compared to $15.7 million in the prior year’s
first half, showing resilience despite recent challenges in the Bitcoin market, including the halving earlier this year.
| · | Hotel and Real Estate Sectors |
The Company’s hotel and commercial
real estate holdings posted 23% revenue growth for the first half of 2024, at $8.1 million, compared to $6.6 million in the prior year’s
first half, attributed to increased occupancy after completing renovations in April 2023.
| · | Enertec’s Market Success |
Enertec Systems 2001 Ltd., the Israeli
subsidiary of Gresham Worldwide, Inc. (“GWW”), in the Company’s defense segment, reported a notable 47% sales increase
in the first half of 2024, which helped GWW achieve a 16% overall increase in revenue for the six months ended June 30, 2024, highlighting
significant market penetration in the defense sector.
| · | TurnOnGreen, Inc. Exceptional Growth |
This subsidiary, focused on electric
vehicle charging, showed a 54% increase in sales in the first half of 2024 compared to the prior year period.
| · | Deconsolidation of The Singing Machine, Inc.
(“SMC”) |
Due to the significant change in the
Company’s ownership, the Company deconsolidated SMC as of November 20, 2023, resulting in a $6 million reduction in total sales.
| · | Enhanced Financial Efficiency |
Ault Alliance achieved a $17 million
reduction in G&A expenses in the first half of 2024 and a 59% decrease in interest expenses over the same timeframe, reflecting an
overall management concentration on managing the Company’s expenses and debt management.
Strategic Company Split
Milton “Todd” Ault III, the Company’s
Founder and Executive Chairman remarked, “Our financial performance is complemented by a strategic decision to split Ault Alliance
into two distinct entities. This move reflects our commitment to unlocking the true value of our assets. On one hand, Hyperscale Data
will concentrate on AI data centers and Bitcoin operations—areas with immense growth potential. This transition will be led by William
B. Horne and Jay Looney, positioning us at the forefront of the upcoming AI data center market expansion. The second entity, Ault Capital
Group, Inc. (“ACG”), will be a specialized hybrid private equity company. It is anticipated that the Company’
stockholders will receive a special dividend comprising equity ownership in ACG, which is expected to hold the Company’s assets
that are not related to its core focus of Hyperscale Data, including, but not limited to, the Company’s equity ownership in:
| · | Ault Global Real Estate Equities, Inc.; |
| · | Gresham Worldwide, Inc.; |
This strategic division not only is intended to
allow each of Hyperscale Data and ACG to focus on their core business, but also maximizes stockholder value by concentrating resources
on distinct growth trajectories. As we previously announced, we intend to change our name to Hyperscale Data, Inc. and our ticker symbol
to GPUS. This change is expected to occur in September 2024. Ault Alliance reaffirms its dedication to transparently updating stockholders
on this transformative journey and its ongoing financial performance through 2024.”
Ault Alliance notes that all estimates and other
projections are subject to the volatility in Bitcoin market price, the fluctuation in the mining difficulty level, maintaining sufficient
amount of power to continuously mine Bitcoin at current levels, the ability to build out and provide the necessary power for miners, and
other factors that may impact the results of Bitcoin mining production or operations.
Please note that the terms of any special dividend,
including the timing of the issuance of any such dividends, are not provided within this press release. Stockholders should refer to the
Company’s official announcements, as and when announced. Any such special dividends will be subject to various regulatory requirements
and approvals, including but not limited to board approval, NYSE American approval, NYSE American rules and regulations, the potential
requirement to file one or more registration statements with the Securities and Exchange Commission, the availability of requisite financing
and market conditions, among other matters. There are no assurances that the Company will be able to obtain the necessary approvals or
be able to comply with the required corporate governance requirements. The Company will provide further information as developments so
warrant.
This press release is for informational purposes
only and neither does nor shall constitute an offer to sell, nor the solicitation of an offer to purchase, shares of the Company’s
common stock or any other securities of the Company. No distribution will be made to any person in any jurisdiction in which such offer,
solicitation or sale is unlawful. Any distribution of securities will be made only in compliance with all applicable rules and regulations.
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.comor available 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. It
also provides mission-critical products that support a diverse range of industries, including a social gaming platform, equipment rental
services, defense/aerospace, industrial, automotive, medical/biopharma, hotel operations and textiles. In addition, Ault Alliance is actively
engaged in private credit and structured finance 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,”
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. 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.govand on the Company’s website at www.Ault.com.
Ault Alliance Investor Contact:
IR@Ault.com or 1-888-753-2235
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Ault Alliance (AMEX:AULT-D)
過去 株価チャート
から 7 2024 まで 8 2024
Ault Alliance (AMEX:AULT-D)
過去 株価チャート
から 8 2023 まで 8 2024