Ault Alliance, Inc. (Form: 8-K, Received: 07/26/2023 16:31:37)

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): July 26, 2023

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 July 26, 2023, Ault Alliance, Inc. (the “Company”) issued a press release announcing its preliminary unaudited revenue for the three months ended June 30, 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 July 26, 2023.
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: July 26, 2023	/s/ Henry Nisser
	Henry Nisser
	President and General Counsel

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Exhibit 99.1

Ault Alliance Announces Preliminary Second Quarter 2023 Revenue of $47 Million, up 172% from Second Quarter 2022 and up 52% from First Quarter 2023

LAS VEGAS--(BUSINESS WIRE) – July 26, 2023 – Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company (“Ault Alliance” or the “Company”) today announced preliminary unaudited revenue for the three-month period ended June 30, 2023.

Key highlights of Ault Alliance’s second quarter 2023 financial performance included:

Preliminary revenue for the three months ended June 30, 2023 significantly increased by $29.9 million, or 172%, reaching $47.3 million, from $17.4 million recorded in the same period of 2022; and

From the first quarter of 2023, the preliminary second quarter 2023 revenue showed a robust growth of $16.1 million, or 52%, up from $31.2 million for the three months ended March 31, 2023.

Preliminary unaudited revenue by business segment are as follows:

	Preliminary		Actual			Actual
Business Segment	Q2-2023		Q1-2023			Q2-2022
Giga-tronics Incorporated	$	8,800,000	$	8,708,000		$	6,503,000
Imperalis Holding Corp., d/b/a TurnOnGreen, Inc.		700,000		876,000			1,062,000
Technology and finance:
The Singing Machine Company, Inc.		2,600,000		3,383,000			-
Revenue, cryptocurrency mining		8,400,000		7,347,000			3,976,000
Revenue, commercial real estate leases		300,000		458,000			272,000
Revenue, lending and trading activities		9,500,000		(4,939,000	)		943,000
Ault Global Real Estate Equities, Inc.		4,400,000		2,243,000			4,598,000
Energy and Infrastructure:
Circle 8 Crane Services LLC		12,600,000		12,646,000			-
Other		-		464,000			12,000
Total revenue	$	47,300,000	$	31,186,000		$	17,366,000

Expressing his satisfaction with the second quarter performance, Milton “Todd” Ault, III, the Company’s Executive Chairman, stated, “Our unwavering commitment to robust revenue growth is reflected in our impressive second quarter 2023 results. Key contributors to our significant growth include our lending and trading operations and Bitcoin mining operations. Our strategic investments across three major segments - technology and finance, real estate, and energy and infrastructure - have formed a solid foundation for sustained growth. Furthermore, the consistent positive impact of the Circle 8 crane operations since its strategic acquisition in December 2022 underscores the success of our diversified investment approach. Looking ahead, we are optimistic and resolute about maintaining this upward trajectory for the remainder of 2023 and beyond, given our solid business foundation.”

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 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 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,” 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.

Contacts

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