Amended Current Report Filing (8-k/a)
March 06 2023 - 8:41AM
Edgar (US Regulatory)
0000896493
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This Current Report on Form 8-K/A (this Amendment No. 1) amends the Current Report on Form 8-K (the Original Form 8-K) filed by Ault Alliance, Inc. (formerly BitNile Holdings Inc.) (the Company) dated December 19, 2022 and filed with the Securities and Exchange Commission on December 19, 2022. This Amendment No. 1 is solely for the purpose of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K in connection with the Companys previously reported acquisition of Circle 8 Crane Services LLC. Items included in the Original Form 8-K, including exhibits, that are not included herein are not amended and remain in effect as of the date of filing of the Original Form 8-K.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K/A
(Amendment No. 1)
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
3, 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.) |
1141
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 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
EXPLANATORY NOTE
This Current Report
on Form 8-K/A (this “Amendment No. 1”) amends the Current Report on Form 8-K (the “Original Form 8-K”)
filed by Ault Alliance, Inc. (formerly BitNile Holdings Inc.) (the “Company”) dated December 19, 2022 and filed with
the Securities and Exchange Commission on December 19, 2022.
This Amendment No.
1 is solely for the purpose of providing the financial statements and information required by Item 9.01(a) of Form 8-K and the pro forma
financial information required by Item 9.01(b) of Form 8-K in connection with the Company’s previously reported acquisition of
Circle 8 Crane Services LLC.
Items included in
the Original Form 8-K, including exhibits, that are not included herein are not amended and remain in effect as of the date of filing
of the Original Form 8-K.
Item 2.01 |
Completion of Acquisition or Disposition of Assets |
This Amendment No.
1 on Form 8-K/A amends and supplements the Original Form 8-K to include the historical audited and unaudited financial statements of
Circle 8 Crane Services LLC and the pro forma combined financial information required by Item 9.01 of Form 8-K that were not included
in the Original Form 8-K in reliance on the instructions to such item. All disclosure under Item 2.01 in the Original Form 8-K is hereby
incorporated by reference into this Item 2.01. Except as set forth herein, no modifications have been made to information contained in
the Original Form 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the
date of the Original Form 8-K.
Item 9.01
Exhibits and Financial Statements.
| (a) | Financial statements of business acquired |
The audited financial statements of Circle
8 Crane Services LLC for the years ended December 31, 2021 and 2020, with the accompanying notes, are attached hereto as Exhibit 99.1.
The unaudited combined financial statements
of Circle 8 Crane Services LLC for the nine months ended September 30, 2022 and 2021, with the accompanying notes, are attached hereto
as Exhibit 99.2.
| (b) | Pro forma financial information |
The unaudited pro forma condensed combined
financial information of the Company and Circle 8 Crane Services LLC as of and for the nine months ended September 30, 2022 and for the
year ended December 31, 2021, with the accompanying notes, are attached hereto as Exhibit 99.3.
SIGNATURES
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.
Dated: March 3, 2023 |
AULT ALLIANCE, INC. |
|
|
|
|
|
/s/ Kenneth S. Cragun |
|
|
Kenneth S. Cragun Chief Financial Officer |
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