Ault Alliance, Inc. (Form: 8-K, Received: 03/22/2023 16:32:06)

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): March 22, 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 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 Act. o

Item 7.01

Regulation FD Disclosure

On March 22, 2023, Ault Alliance, Inc. (the “Company”) issued a press release announcing guidance on anticipated revenue for the 2023 year, which the Company expects will be more than $200 million. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item 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.

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.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits:

Exhibit No.		Description

99.1		Press release, issued by the Company on March 22, 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: March 22, 2023	/s/ Henry Nisser
	Henry Nisser President and General Counsel

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Exhibit 99.1

Ault Alliance Provides 2023 Revenue Guidance of More Than $200 Million

Ault Alliance Expects 50% Revenue Growth in 2023, Driven by Recent Acquisitions and Expansion Plans

LAS VEGAS--(BUSINESS WIRE) – March 22, 2023 – Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company (“Ault Alliance” or the “Company” ), today provided its 2023 revenue guidance of more than $200 million. This represents a growth of approximately 50% from its 2022 unaudited revenue of $134 million.

The significant projected growth is attributed to various factors, including a full year of Circle 8 crane operations, which was acquired in December 2022, the planned expansion of Bitcoin mining operations in Montana and revenue from the BitNile.com metaverse platform, which is expected to be consolidated into the Company’s financial results in 2023.

Ault Alliance’s four Midwest hotels continue to demonstrate solid growth as the travel industry recovers from the COVID-19 downturn. The Company’s defense business, Giga-tronics Incorporated, and its EV charging stations and power electronics operations, Imperalis Holding Corp. (also referred to as TurnOnGreen), are expected to be spun off to Ault Alliance stockholders as a special dividend this year, pending regulatory approvals.

Milton “Todd” Ault III, Founder and Executive Chairman of Ault Alliance, stated, “The recent uptick in Bitcoin prices has positively impacted our mining operations at the Michigan and provides hope for our planned Montana data center.” Ault added, “In December, we acquired control of Circle 8 cranes, and this business is expected to contribute more than $50 million in revenue for 2023, along with strong EBITDA for the year.”

Despite the current disappointment with the trading price of the Company’s common stock, Ault Alliance remains optimistic about its growth prospects for 2023. The Company does not currently foresee any new acquisitions for the year, choosing instead to focus on completing ongoing expansion plans and spin-offs and the growth and profitability of its existing holdings.

Ault Alliance’s annual 10-K report is expected to be filed on or before April 17, 2023.

The Company notes that all estimates and other projections are subject to a number of factors that could result in decreased revenue for fiscal 2023, including, but not limited to: (i) the unforeseen delays in installation of Bitcoin miners, (ii) the volatility in, and downward pressure on, Bitcoin’s market price, (iii) the increase in the mining difficulty level, (iv) revenues and profits generated by its wholly owned subsidiary Ault Lending, LLC, and (v) a significant number of other factors that could adversely impact the results of production or operations.

For more information on Ault Alliance and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’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