Ault Alliance, Inc. (Form: 8-K, Received: 02/28/2024 06:07:38)

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): February 27, 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:

¨ 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)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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. ¨

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 27, 2024, Ault Alliance, Inc. (the “Company”) issued a press release announcing its preliminary financial results for the twelve-month period ended December 31, 2023 (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

(d)

Exhibits:

Exhibit No.		Description

99.1		Press Release issued on February 27, 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).

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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: February 27, 2024	/s/ Henry Nisser
	Henry Nisser President and General Counsel

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Exhibit 99.1

Ault Alliance Announces Record Preliminary 2023 Revenue of $153 Million, up 30% from 2022

LAS VEGAS--(BUSINESS WIRE) – February 27, 2024 – Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company (“Ault Alliance,” or the “Company”), today announced its preliminary financial results for the twelve-month period ended December 31, 2023.

Full year 2023 highlights include:

Preliminary revenue for the year ended December 31, 2023 increased by $35.4 million, or 30%, to a record $153.0 million, from $117.6 million for the year ended December 31, 2022;

Revenue excludes results from discontinued operations at Ault Global Real Estate Equities, Inc. (“AGREE”) as Company’s real estate properties, which include recently renovated hotels and land, met the criteria for classification as held for sale;

Revenue for the year ended December 31, 2023 would have been $169.2 million if it had included AGREE;

Sentinum, Inc. (“Sentinum”) data center and Bitcoin mining revenue grew approximately 97% from the prior period from $17.8 million to $34.5 million;

Circle 8 Crane Services, LLC (“Circle 8”) revenue growth of approximately 1696% from the prior period from $2.7 million to $49.2 million (Circle 8’s revenue growth is primarily attributable to full year of ownership); and

Giga-tronics, Inc. (“GIGA”), a defense industry company, had revenue growth of approximately 25% from the prior fiscal year from $30.3 million to $37.8 million.

Revenues by segment for the twelve months ended December 31, 2023, were as follows:

Segment	2023		2022
Sentinum	$	34,523,000	$	17,798,000
Ault Capital Group		118,488,000		99,839,000
Total revenue	$	153,011,000	$	117,637,000

AGREE (discontinued operations)	$	16,161,000	$	16,697,000
Total including AGREE	$	169,172,000	$	134,334,000

Milton “Todd” Ault III, Founder and Executive Chairman of Ault Alliance, reflected on the year-over-year growth, saying, “The Company continues to post strong year-over-year revenue growth. This year, we are pleased to announce that our operations now report under two subsidiaries, Sentinum and Ault Capital Group, to better reflect our diverse and strategic interests. Sentinum’s focus on data center operations and Bitcoin mining, along with Ault Capital Group’s management of our varied operating companies and investments, positions us to better capitalize on the opportunities for our asset base.”

“Additionally, the recent uptick in Bitcoin prices has positively impacted our outlook, enhancing the future prospects for Sentinum and, by extension, the company as a whole. We have previously announced plans to focus on properly monetizing our existing asset base and unlocking the true value of our assets through streamlining operations and maintaining a focus on profitability at each entity. The Company has experienced massive growth over the last three years and will concentrate on digesting this growth and optimizing operations while being attentive stewards of our asset base.”

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 a 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,” 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.gov and on the Company’s website at www.Ault.com.

Ault Alliance Investor Contact:

IR@Ault.com or 1-888-753-2235