UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported): January
29, 2021
AULT GLOBAL
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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DPW
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NYSE American
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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. ¨
Forward-Looking Statements
This Current Report on Form 8-K and other
written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of
which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,”
“plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,”
and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current
facts. These statements are likely to address our growth strategy, financial results and product and development programs. One
must carefully consider any such statement and should understand that many factors could cause actual results to differ from our
forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties,
including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may
vary materially.
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ITEM 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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As previously reported in the Current Report
on Form 8-K filed by Ault Global Holdings, Inc (t/k/a DPW Holdings, Inc.), a Delaware corporation (the “Company”)
on December 21, 2020 (the “Original 8-K”), Ault Alliance, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company had formed a new majority owned subsidiary, Alliance Cloud Services, LLC (“ACS”), to deliver
services to the hyperscale and cloud data center markets. In connection therewith, on December 20, 2020, ACS entered into a Real
Estate Sale Contract (the “Agreement”) with Prairie Ronde Realty Company, a Michigan corporation (the “Seller”).
Pursuant to the Sale Contract, and subject to the terms and conditions therein, ACS would acquire that certain Property (as defined
hereafter) owned by the Seller (the “Sale”) for a purchase price of Three Million Nine Hundred Thousand and
00/100 Dollars ($3,900,000.00), subject to proration in accordance with the Sale Contract (the “Purchase Price”).
On January 29, 2021 (the “Closing Date”), ACS acquired the Property pursuant to the Agreement (the “Transaction”).
For purposes hereof, “Property”
is defined as that parcel of land consisting of approximately 34.52 acres, commonly known as 415 East Prairie Ronde Street, Dowagiac,
MI 49047, including any buildings, improvements and appurtenances thereon (collectively, with the parcel of land, the “Real
Property”) and the following: (i) all Appurtenances pertaining to the Real Property; (ii) certain Personal
Property as set forth in the Agreement; (iii) all of the Seller’s right, title and interest in and to all Leases and
Service Contracts, which ACS assume as of the Closing Date; and (vi) all assignable (without consent) Permits and Warranties
(as such capitalized terms are defined in the Agreement).
The Purchase Price was paid by the Company
using its own working capital.
The information contained in the Original
8-K does not purport to be complete and is incorporated herein by reference. The foregoing description of the Transaction and the
Agreement does not purport to be complete and each is qualified in its entirety by reference to the Agreement, which is annexed
hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
exhibits have been included to provide investors and stockholders with information regarding its terms. It is not intended
to provide any other factual information about the parties. The exhibits contains representations and warranties that
the parties thereto made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties
are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing
the Agreement. Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations
of the actual state of facts or circumstances, since they were only made as of the date of the exhibits (or such other date as
specified therein) and are modified in important part by the underlying disclosure schedules.
Where You Can Find Additional Information
Investors and security holders will be
able to obtain documents filed by the Company with the Commission free of charge at the Commission’s website, www.sec.gov. Investors
and 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.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On February 1, 2021, the Company issued
a press release announcing that its wholly owned subsidiary, Ault Alliance, has through its majority owned subsidiary ACS, acquired
the Property.
A copy of the 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, Exhibit 99.1 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.
(d) Exhibits
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 thereunto duly authorized.
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AULT GLOBAL HOLDINGS, INC.
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Date: February 1, 2021
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By:
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/s/ Henry Nisser
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Henry Nisser
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President & GC
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Exhibit 99.1
Ault Global Holdings to Resume Bitcoin
Mining at Energy Efficient Facility with 1,000 S19 Pro Antminers From Bitmain
Alliance Cloud Services Closes Acquisition
of 617,000 Square Foot Michigan Cloud Data Center Providing Up to 300MW of Low-Cost Power
Las Vegas, NV February 1, 2021 –
Ault Global Holdings, Inc. (NYSE American: DPW) (the “Company”) announced today that Alliance Cloud Services,
LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, Inc., closed on the acquisition of a 617,000 square
foot energy-efficient facility located on a 34.5 acre site in southern Michigan (the “Facility”). The Company
will resume bitcoin mining at the location through the acquisition of 1,000 new S19 Pro Antminers from Bitmain,
Inc. The Company believes the purchase of the Facility secures up to 300MWs of critical power capacity under a perennial energy
abatement agreement with guaranteed pricing at relatively low energy rates for the
next five years. Securing a low-cost source of energy is a critical component in profitably mining cryptocurrencies. While
the Company believes the Facility and its anticipated future operations will be successful, the Company cannot assure you that
its expectations will materialize in a timely manner, if at all.
Alliance Cloud Services will begin offering
a portfolio of services including cloud and hosted bitcoin and Ethereum mining, immersion cooling and other advanced technology
services. The Company’s bitcoin mining operations will be conducted by Ault Alliance. Given the existing infrastructure and
economic advantages of the Facility, Alliance Cloud Services has the ability to effectively manage and control costs. Although
the buildout of the initial 30,000 square feet will focus on colocation services, the Facility will ultimately also provide both
hyperscale and enterprise data center Tier 1, Tier 2 and Tier 3 capabilities and services that are readily scalable and that can
be customized to a client’s specific requirements.
Darren Magot, the CEO of Ault Alliance,
stated, “We believe that closing of the Facility is very promising, particularly given the impact that the coronavirus pandemic
has had on the way that companies operate and the sustained resurgence of bitcoin and Ethereum cryptocurrencies. With the proceeds
from the Company’s at-the-market equity offerings, the Company has the wherewithal to accelerate its investment in the Facility,
including pursuing bitcoin and Ethereum mining operations for its own account.”
Revenue from the enterprise cloud data
center operations is expected to begin during the quarter ending June 30, 2021, after the planned completion of the initial buildout
of 30,000 square feet, or the equivalent of 1,000 cabinets capable of housing over 40,000 servers. At 50% capacity, the Facility
is expected to generate annual gross revenues between approximately $54 million and $64 million. Revenue from the existing commercial
real estate operations, which are expected to cover the operating costs of the Facility, will be recognized during the quarter
ending March 31, 2021.
“Since
we abandoned our bitcoin mining activities approximately a year ago, much has changed for the Company,” said Milton “Todd”
Ault, III, the Company’s Executive Chairman. “We have significantly strengthened our balance sheet, which allows
us to invest in growing our cryptocurrency mining operations. We believe that we are now in a position to better withstand the
volatility associated with cryptocurrency mining, as we have secured a low-cost energy source that we control, in contrast to the
prior situation when our miners were located at a co-location facility owned by somebody else and where the cost of energy was
dramatically higher. We believe our improved capital structure combined with low energy costs at a facility we own position the
Company for success.”
For more information regarding leasing
commercial space or services from the hyperspace enterprise cloud data center, please email info@alliancecloudservices.com.
For more information on Ault Global Holdings
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.Aultglobal.com or available at www.sec.gov.
About Ault Global Holdings, Inc.
Ault Global Holdings, 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, the Company provides mission-critical products that support a
diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles.
In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Global
Holding’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.AultGlobal.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.Aultglobal.com.
Contacts:
IR@Aultglobal.com or 1-888-753-2235
