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
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Date of Report (Date of earliest event reported): March
5, 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:
¨ 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:
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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. ¨
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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As previously reported, on January 22,
2021, Ault Global Holdings, Inc. (f/k/s DPW Holdings Inc.) (the “Company”) entered into an At-the-Market Issuance
Sales Agreement (as amended on February 17, 2021 and thereafter on March 5, 2021, the “Sales Agreement”) with
Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value
$0.001 (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Shares”)
from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”). On January 25, 2021, the Company filed
a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of
up to $50,000,000 of common stock in the ATM Offering.
On February 17, 2021, the Company filed
an amendment (the “First Amendment”) to the prospectus supplement with the SEC to increase the amount of common
stock that may be offered and sold in the ATM Offering, as amended (the “Prior Amended ATM Offering”) under
the Sales Agreement to $125,000,000 in the aggregate, inclusive of the up to approximately $49,980,000 in Shares previously sold
in the ATM Offering.
On March 5, 2021, the Company filed an
amendment to the prospectus supplement, as amended by the First Amendment, with the SEC to increase the amount of common stock
that may be offered and sold in the ATM Offering, as amended (the “Amended ATM Offering”) under the Sales Agreement
to $200,000,000 in the aggregate, inclusive of the up to approximately $124,983,000 in Shares previously sold in the ATM Offering.
The offer and sale of the Shares will be
made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying
base prospectus contained therein (Registration Statement No. 333-251995) filed with the SEC on January 8, 2021 and declared
effective by the SEC on January 20, 2021.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale
of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state.
Subject to the terms and conditions of
the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s
instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations
and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to
be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in
one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares
by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act.
The Company or the Agent may, upon written notice to the other party in accordance with the terms of the Sales Agreement, suspend
offers and sales of the Shares. The Company and the Agent each have the right, in its sole discretion, to terminate the Sales Agreement
at any time upon prior written notice pursuant to the terms and subject to the conditions set forth in the Sales Agreement.
The foregoing description of the terms
of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Sales
Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Olshan Frome Wolosky
LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1
hereto.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On March 5, 2021, the Company issued a
press release announcing the Amended ATM Offering, a copy of which 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: March 5, 2021
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By:
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/s/ Henry Nisser
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Henry Nisser
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President
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Exhibit 5.1
Ault Global Holdings, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, Nevada 89141
Ladies and Gentlemen:
We are acting as counsel for Ault Global
Holdings, Inc. (formerly DPW Holdings, Inc.), a Delaware corporation (the “Company”), in connection with the issuance
and sale of up to $200,000,000 of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common
Stock”), of the Company, all of which are authorized but heretofore unissued shares to be offered and sold by the Company
pursuant to the Registration Statement on Form S-3 (Registration No. 333-251995) (the “Registration Statement”), originally
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of
1933 (the “Act”), on January 8, 2021, which became effective on January 20, 2021, as supplemented by the Prospectus
Supplement dated January 25, 2021, and amended by Amendment No. 1 to Prospectus Supplement dated February 17, 2021 and Amendment
No. 2 to Prospectus Supplement dated March 5, 2021, relating to the offer and sale of the Shares (as so supplemented and amended,
the “Prospectus”).
We have reviewed and are familiar with such
documents, corporate proceedings and other matters as we have considered relevant or necessary as a basis for the opinions in this
letter. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the
Company in the manner described in the Registration Statement and the Prospectus and in accordance with the resolutions adopted
by the Board of Directors of the Company, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this
opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed by the Company with the Commission on the
date hereof and the incorporation thereof in the Registration Statement and to the use of our name under the caption “Legal
Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours,
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OLSHAN FROME WOLOSKY LLP
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Exhibit 10.1
Amendment No. 2
to
At-the-Market Issuance Sales Agreement
This Amendment No.
2 (the “Amendment No. 2”) dated March 5, 2021, to that certain At-the-Market Issuance Sales Agreement, dated
January 22, 2021 (as amended by Amendment No. 1 thereto dated February 17, 2021, the “Sales Agreement”) by and
between Ault Global Holdings, Inc., a Delaware corporation (the “Company”), and Ascendiant Capital Markets,
LLC (the “Agent”), is being entered into to modify certain terms of the Sales Agreement. Defined terms used
herein have the definitions assigned to them in the Sales Agreement. Unless specifically amended or modified herein, the other
terms of the Sales Agreement remain in full force and effect, not amended or modified, as of the date hereof.
1. The
amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased by $75,000,000,
for an amended aggregate of $200,000,000 that may be sold under and pursuant to the terms of the Sales Agreement. The defined term
“Maximum Amount” in the Sales Agreement will mean $200,000,000.
2. The
definition of “Applicable Time,” in Section 24 of the Sales Agreement is hereby deleted and in its place inserted
the following:
“Applicable
Time” means (i) the date of any amendment to the Sales Agreement, (ii) each Representation Date, and (iii) the time of
each sale of any Placement Shares pursuant to this Agreement.
3. The language of
Schedule 2 of the Sales Agreement is hereby amended and restated in its entirety to read as follows:
“The Company
will pay to Ascendiant in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 2.5% of the gross
proceeds from each sale of Placement Shares.”
4. At
the date of this Amendment No. 2, for the sake of clarification of items to be delivered in connection with the change in the Maximum
Amount in Sections 7 and 10 of the Sales Agreement, the Company will deliver or will arrange for the delivery of the following:
(i) A
Representation Date Certificate as provided in Section 7(l) of the Sales Agreement, with the understanding that the Company has
sold Placement Shares after February 17, 2021 up to and through the date of this Amendment No. 2 under the Sales Agreement;
(ii) A
secretary’s certificate as to only the authorization of the additional Placement Shares under the Maximum Amount;
(iii) An
opinion or “bring down” opinion of Company Counsel with such opinion covering the Maximum Amount of $200,000,000 in
Placement Shares that may be sold;
(iv) A
copy of the amendment to any listing application to the Exchange to reflect the additional Placement Shares under the Maximum Amount;
and
5. The
dollar amount referenced in Section 1 is increased from “$125,000,000,” to “$200,000,000.”
If the foregoing correctly
sets forth the understanding between the Company and the Agent as to amendments to the Sales Agreement, please so indicate in the
space provided below for that purpose, whereupon this Amendment No 2. shall constitute a binding modification agreement between
the Company and the Agent to the Sales Agreement.
[signatures on next following page]
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AULT GLOBAL HOLDINGS, INC.
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By:
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/s/ Milton Ault, III
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Name:
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Milton Ault, III
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Title:
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Executive Chairman
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ACCEPTED as of the date
first-above written:
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ASCENDIANT CAPITAL MARKETS, LLC
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By:
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/s/ Bradley J. Wilhite
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Name:
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Bradley J. Wilhite
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Title:
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Managing Partner
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Exhibit 99.1
Ault Global Holdings Announces Amended
“At The Market” Offering of Common Stock
Las Vegas, NV, March 5, 2021—Ault
Global Holdings, Inc. (NYSE American: DPW) a diversified holding company (the “Company”), announced today that it has
amended the terms of its previously announced “at-the-market” equity offering program under which it may sell, from
time to time, shares of its common stock for aggregate gross proceeds of up to $200,000,000, inclusive of the previously authorized
$125,000,000. The shares of common stock will continue to be offered through Ascendiant Capital Markets, LLC, acting in its capacity
as sales agent (the “Agent”).
Pursuant to an amended sales agreement
with the Agent, sales of shares of the Company’s common stock may be made in transactions that are deemed to be “at-the-market”
offerings, including sales made by means of ordinary brokers’ transactions on the NYSE American or otherwise at market prices
prevailing at the time of sale or as agreed to with the Agent.
The Company intends to use the net proceeds
from the “at-the-market” equity offering, if any, for the financing of possible acquisitions of companies and technologies,
financing of our emerging electric vehicle charger and energy storage businesses, expansion of our data center business or other
business expansions and investments and for working capital and general corporate purposes, which may include the repayment, refinancing,
redemption or repurchase of future indebtedness or capital stock. The Company does not have agreements or commitments for any specific
acquisitions at this time.
The shares of common stock described above
are being offered pursuant to a shelf registration statement (File No. 333-251995) which became effective on January 20, 2021.
Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of
the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus
supplement and the accompanying prospectus for more complete information about the Company and the “at-the-market”
equity offering program. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange
Commission’s website at www.sec.gov. Alternatively, potential investors may contact the Agent, who will arrange to send them
these documents: Ascendiant Capital Markets, LLC, Attention: Jennifer Martin, 4 Park Plaza, Suite 1950, Irvine, CA 92614, telephone:
(949) 259-4900, email: jmartin@ascendiant.com.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or other jurisdiction.
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, telecommunications, medical, and textiles. In addition, the
Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. The Company’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 SEC including, but not limited to, the Company’s Forms 10-K and 10-Q.
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
