Form SC TO-C - Written communication relating to an issuer or third party
14 December 2023 - 8:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
________________________
AULT ALLIANCE, INC.
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
Common Stock
(Title of Class of Securities)
09175M408
(CUSIP Number of Class of Securities)
Milton C. Ault III
Executive Chairman
Ault Alliance, Inc.
11411 Southern Highlands Pkwy #240
Las Vegas, NV 89141
(949) 444-5464
(Name, Address, and Telephone numbers of person
authorized
to receive notices and communications on behalf
of filing persons)
Copy to:
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
|
☒ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below
to designate any transactions to which the statement relates:
☐ third-party
tender offer subject to Rule 14d-1.
☒ issuer
tender offer subject to Rule 13e-4.
☐ going-private
transaction subject to Rule 13E-3.
☐ amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing
is a final amendment reporting the results of the tender offer: ☐
If applicable check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
☐ Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
Ault Alliance Reiterates Its Intention to Commence
an Exchange Offer of Common Stock for Series D Preferred Shares at an Effective Price of $0.25 per Share of Common Stock Exchanged
| · | The $0.25 effective price per common share equivalent represents a
201% increase over the last reported sales price of the common stock on December 12, 2023, on the NYSE American |
| · | Company intends to provide guidance on timing, terms and conditions
of exchange offer on December 21, 2023 |
LAS VEGAS--(BUSINESS WIRE) – December 13, 2023
-- Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company (“Ault Alliance,” or the “Company”),
today reiterated its intent to initiate an exchange offer (the “Offer”) to accept for cancellation up to 60,000,000
shares of Company common stock (“Common Stock”) 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”).
The $0.25 liquidation preference per common share
equivalent of the Series D Preferred Stock represents a 201% increase over the last reported sales price of the Common Stock of $0.083
on December 12, 2023 (the “Closing Price”), on the NYSE American. Further, the 13.00% Series D Preferred Stock annual
dividend provides an additional annual recurring value of $0.0325 per common share, or 39% of the Closing Price. Based on the Closing
Price, the stated value of the Series D Preferred Stock and the first year’s required dividend payments on the Series D Preferred
Stock, stockholders who tender Common Stock in the Offer for the Series D Preferred Stock could realize a premium of approximately 240%,
of which 39% is from cash dividends, from the Closing Price.
The Company intends to issue a press release on December
21, 2023, providing more information on the Offer, including the anticipated timing of commencement of the Offer, as well as the terms
and conditions of the Offer.
The Offer is 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.
Ault Alliance Investor Contact:
IR@Ault.com or 1-888-753-2235
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