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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):  October 13, 2021

 

AULT GLOBAL HOLDINGS, 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:

 

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   DPW   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 7.01REGULATION FD DISCLOSURE.

 

Ault Global Holdings, Inc. (the “Company”) will host its 14th Annual LD Micro Main Event virtual conference on October 13, 2021 at 5:30 P.M. ET (2:30 P.M. PT) to discuss the contents of a presentation prepared by the Company (the “Corporate Presentation”). The Corporate Presentation provides current holdings and strategic goals, corporate overview and achievements from each of the Company’s subsidiaries including Coolisys Technologies Corp., Gresham Worldwide, Inc., and Ault Alliance, Inc., as well as financial highlights of the Company during its second fiscal quarter and six-months ended June 30, 2021.

 

A copy of the Corporate Presentation is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

On October 12, 2021, the Company issued a press release announcing its 14th Annual LD Micro Main Event virtual conference, which press release is available at https://ir.aultglobal.com/news-releases/news-release-details/ault-global-holdings-present-14th-annual-ld-micro-main-event.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

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 9.01FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

The following exhibits are furnished herewith:

 

Exhibit

No.

  Description
     
99.1   Corporate Presentation
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).

 

   
 

 

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 GLOBAL HOLDINGS, INC.
   
   
Dated: October 13, 2021

/s/ Henry Nisser

Henry Nisser

President and General Counsel

 

 

 

 

 

 

 

Exhibit 99.1

 

October 13, 2021 Ault Global Holdings, Inc. LD Micro Main Event

   
 

2 Forward - Looking Statements S AFE H ARBOR This presentation and other written or oral statements made from time to time by representatives of Ault Global Holdings, Inc . ( sometimes referred to as “DPW”) contain “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Sec tion 21E of the Securities Exchange Act of 1934. Forward - looking statements reflect the current view about future events. Statements that are no t historical in nature, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “ projects,” “anticipates,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - l ooking statements. Such statements include, but are not limited to, statements contained in this presentation relating to our business, business stra teg y, expansion, growth, products and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook . F orward - looking statements are based on management’s current expectations and assumptions regarding our business, the economy and other future conditions a nd are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended Dece mber 31, 2020 (the “2020 Annual Report”) and other information contained in subsequently filed current and periodic reports, each of which is availabl e o n our website and on the Securities and Exchange Commission’s website ( www.sec.gov ). Any forward - looking statements are qualified in their entirety by reference to the factors discussed in the 2020 Annual Report. Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, exp ected, intended or planned. Important factors that could cause actual results to differ materially from those in the forward looking statements include: a d ecline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; th e ability to protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other pro vid ers and products; risks in product development; inability to raise capital to fund continuing operations; changes in government regulation, the ability to complete customer transactions and capital raising transactions. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us t o p redict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward - looking statements to conform these statements to actual results. All forecasts are provided by management in this presentation and are based on information available to us at this time and m ana gement expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing c ust omers about our products.

   
 

Overview of Company E XECUTIVE S UMMARY Raise capital to fund growth, increase lending activities and make potential acquisitions Shareholder value expected to increase through growth or strategic transactions Current focus on defense and aerospace, power solutions, lending Holding Company structure and focus Strategy • Key business units to operate with more autonomy • Provide the structure to raise, allocate, deploy and manage significant permanent capital • Raise capital to fund growth of subsidiaries • Provide the wherewithal to purchase companies we believe we can operate more effectively than incumbent management • Focus on opportunities with large addressable markets • Gresham Worldwide defense business led by CEO Jonathan Read and Chief Operating Officer Tim Long with announced new board of directors • Turn O n Green TM power solutions, EV charging, and power storage business led by CEO Amos Kohn • Ault Alliance Inc. lending, data center, media, and investments, led by CEO Darren Magot 3

   
 

Ault Global Holdings Org Chart E XECUTIVE S UMMARY Who We Are: • Milton “Todd” Ault III – Executive Chairman • William Horne – Chief Executive Officer and Vice Chairman • Kenneth Cragun – Chief Financial Officer • Henry Nisser – President and General Counsel • Darren Magot – CEO of Ault Alliance • Christopher Wu – President of Ault Alliance • David Katzoff – Senior VP of Finance • Douglas Gintz – CTO • Joe Spaziano – CIO • James Turner – Deputy General Counsel & VP of Legal Affairs • Laura Kim – Associate Counsel What It Is: AGH is a holding company managed by a team of seasoned Wall Street professionals with over 75 years of cumulative experience in Private Equity, Venture Capital and Activism Why Ault Global: We are a diversified holding company acquiring undervalued assets and disruptive technologies with a global impact 4 Enertec Systems Microphase Corp RELEC Electronics Gresham Power Systems A ULT M EDIA

   
 

An Overview of DPW’s Current Holdings E XECUTIVE S UMMARY 5 Defense Category : High - reliability technology solutions for defense, medical, telecom Strategy : Raise c apital to execute on significant backlog. Possible acquisitions. Companies : Cloud Data Center Category : Enterprise data center as well as crypto mining. Strategy : Increase the scale and scope of its cryptocurrency and data center operations. Companies/Initiatives : Financial Services Category : Licensed California Finance Lender Strategy : Raise additional capital t o fund lending activity and develop FinTech capabilities. Begin loan brokering services under the lender license. Companies/Initiatives : Power Solutions Category : Power electronics products Strategy : Continue providing value - added solutions and expand sales and distribution capabilities. Grow new market for EV chargers. Companies/Brands :

   
 

Gresham Worldwide – Global Defense O PERATING C OMPANY 6 Phoenix, AZ Washington D.C. Shelton, CT Karmiel, Israel Salisbury, UK Headquartered in Phoenix, Arizona Global Footprint European defense, naval and power solutions through Gresham Power Electronics Limited, located in Salisbury, UK 1 2 3 5 4 Israel defense & aerospace combat solutions and medical technology through Enertec Systems 2001 Ltd., located in Karmiel, Israel North America defense & aerospace and telecommunication solutions through Microphase Corp., located in Shelton, CT European supplier of power conversion & display technology for industrial, rail transport & emerging electronic markets through Relec Electronics, Ltd, located in Wareham, UK 6 Wareham, UK 1 2 3 4 5 6 North America strategic development office

   
 

Overview of Gresham Worldwide Products & Customers O PERATING C OMPANY 7 • Provides high quality, ultra - reliable bespoke technology solutions for mission critical applications • Value - added services and “designed in” custom components/systems to deliver competitive advantage for providers of turnkey platforms and solutions • Narrows field of competition with elegant designs and high - quality products that limit exposure to commodity markets and support enhanced operating margins • Strong, long term relationships with “blue chip” customers in defense, aerospace and commercial sectors across the globe • Customers include Governments and top military contractors • Servicing global customers with global presence : Arizona, Washington D.C. , Connecticut, U.K. and Israel “Blue - Chip” Customers Mission Critical Applications High - quality Solutions Products and Solutions Customers and Relationships

   
 

Notable Global Customers O PERATING C OMPANY 8 Navy Hellenic Daewoo Shipyard

   
 

Turn O n Green TM – Power Solutions O PERATING C OMPANY 9 • Possesses over 50 years providing advanced - power solutions for demanding applications • Designs and manufactures innovative technologies and products to operate in the harshest environments, critical applications, and life - saving services • Provides comprehensive solutions for global defense and aerospace customers • Specializes in customized engineering solutions for medical , industrial and defense applications • Provides a wide range of Electrical Vehicle Service Equipment (EVSE) • Provides comprehensive home energy storage solutions for power harvest Defense, Medical & Electric Vehicles Mission Critical Applications Innovative Technologies Core Competencies Markets

   
 

Turn O n Green TM EV Charger Product Line O PERATING C OMPANY 10 • Residential and commercial AC and DC smart charging stations • Level 2 chargers for home, work, and play • Level 3 DC fast chargers for a full charge in less than 30 minutes • Level 2 & 3 hybrid chargers built to fast charge all types of electrical vehicles • Charging management software • Member - facing mobile apps (IOS and Android) • Customized dashboards for charge point operators and fleet management • 24/7 customer service • Maintenance and warranty plans • Installation and repair Services AC & DC Smart Charging Stations Charging Management Software Support, Services & Installations For More Information, Please Visit www.turnongreen.com L EVEL 2 H OME C HARGER L EVEL 2 N ETWORKED C OMMERCIAL C HARGER L EVEL 3 DC F AST C HARGER

   
 

Turn O n Green TM Defense & Aerospace, Medical, Telecommunications and Industrial Product Line O PERATING C OMPANY 11 Missile controls power source Modular azimuth position system for self - propelled guns and artillery radars Military - grade scalable power system Front - end & datacenter power system Jet - fighter airborne power system Jet - fighter airborne power system Telecommunication broadband Power supply Highly - efficient Crypto - Mining Power supply Medical - grade High - energy laser driver Medical - grade Highly - efficient power adaptor Industrial computer bus interconnect Power supply Medical - grade Highly - efficient / High - density

   
 

Alzamend Neuro ® , Inc. I NVESTMENTS • Submitted Pre - IND application for AL001 to the FDA to pursue clinical trial. AL001 is a patented ionic cocrystal technology delivering lithium via a therapeutic crystal - engineered combination of lithium, proline and salicylate, also known as LiProSal , through two royalty - bearing exclusive worldwide licenses from the University of South Florida Research Foundation, Inc. - July 1, 2021 • Received “ Study May Proceed ” Letter from FDA for AL001 (“ LiProSal ”) - July 28, 2021 • Submitted Pre - IND application for AL002 to the FDA to pursue clinical trial. AL002 is a patented method using a mutant - peptide sensitized cell as a cell - based therapeutic vaccine that seeks to restore the ability of a patient’s immunological system to combat Alzheimer’s - July 30, 2021 • Contracted with Altasciences to Conduct a 6 - month Phase 1 Clinical Trial for AL001 for September 2021 - Aug. 17, 2021 • Initiation of Phase 1 First In - Human Clinical Trial for AL001 for Alzheimer’s disease – Sept. 13, 2021 • Received approval of Pre - IND application for AL002 from the FDA to pursue a combined Phase 1 and Phase 2 clinical trial - Sept. 30, 2021 • Projected submission of IND for AL002 – November 15, 2021 • Projected first report of results from Phase 1 for AL001 - December 20, 2021 • Projected start of Combined Phase 1/2 Clinical Trial for AL002 - First Half of First Quarter 2022 “To help the Alzheimer’s community by supporting the full product development cycle of treatment and cures for Alzheimer’s di sea se (“AD”) driven by the belief that strong support of research is the foundation for true innovation” (LI 2 CO 3 ) (Control) (LISPRO) (LISPRO/Tg2576) (LI 2 CO 3 ) (Control) LiProSal® (LISPRO) CAO22W 12

   
 

Ault Alliance Inc. – Lending & Media I NVESTMENTS 13 • On November 30, 2016, we formed Digital Power Lending, a wholly - owned subsidiary. • DP Lending provides commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses . • California Finance Lending License #60DBO - 77905. • Support messaging for portfolio companies • Capital raising activities • eCommerce initiatives • Digital training products Provide Loans and Broker Loans Opportunity to incubate partner companies Licensed Finance Lender Lending Media

   
 

Ault Alliance Inc. – Mining Operations & Data Center I NVESTMENTS Mi ning Operations Alliance Cloud Services Data Center R ENDERING OF I MPROVEMENTS • The Company took delivery of 1,000 Antminers and are currently being installed at the Michigan Data Center. • The Company entered a purchase agreement for an additional 3,000 Antminers . • Based on current market conditions the installation of all 4,000 Antminers is expected to be completed in July 2022. • The Company anticipates the gross revenue from its cryptocurrency mining operations to reach an annual run rate of $45 to $50 million based on a $45,000 market price for bitcoin. R ENEWABLE E NERGY R ESOURCE I NFORMATION Facility currently receives on avg 5.3% of energy from renewable resources. Energy capacity is more than 50% emission - free. While percentage can fluctuate in either direction, emission - free sources comprises no less than 70% of the total fuel mix at any time. Typical mix of power includes: ▪ Coal: ▪ Nuclear: ▪ Renewable (Wind, Solar & Hydro): ▪ Other Market Purchases (varied sources): 5.3% 82.7% 5.9% 6.1% 14

   
 

Ault Alliance Inc. Overview of Strategic Investments I NVESTMENTS 15 Biotech Category : Developing two treatments for Alzheimer’s Background : Alzheimer’s Disease is the 6 th leading cause of the death in the U. S. Alzamend Neuro is dedicated to researching, developing and commercializing treatment for Alzheimer’s and bringing two patented therapeutics into the clinical and commercialization stages. Company : Healthcare Category : Therapeutic targeting glaucoma Background : Innovative biotech firm that has developed a novel formulation of a sole - sourced synthetic cannabinoid therapeutic targeting glaucoma. Estimated worldwide marketplace of over $4 billion in annual sales for glaucoma eye drop therapeutics. Company : Real Estate Category : Luxury Hotel development in NYC Background : Development of a 5 - Star ultra luxury hotel operated by a group who are very well - known and successful in the real estate and hospitality business. Located in the in the charming and highly sought - after, landmarked Northern TriBeCa district. Company : 456 L UX H OTEL Category : Revolutionary technology for Textiles Background : Advanced textile processing using Multiplexed Laser Surface Enhancement. Treats textiles in a cost effective and environmentally sustainable manner. Impact: 99% less energy consumed, 95% reduced chemical usage and 75% less water consumption. Company : Advanced Textiles

   
 

Q2 2021 Highlights C OMPANY U PDATE 16 □ Revenue of $ 62 . 1 million, an increase of approximately 1050 % from $ 5 . 4 million in the prior second fiscal quarter ; □ Revenue from lending and investing activities of $ 53 . 3 million, due to the allocation of capital to the Company’s wholly owned subsidiary, Digital Power Lending, LLC (“ DP Lending ”) ; □ Revenue from lending and investing activities includes an approximate $ 40 . 3 million gain from the Company’s investment in Alzamend Neuro, Inc . (Nasdaq : ALZN) (“ Alzamend ”), a preclinical stage biopharmaceutical company focused on developing novel products for the treatment of neurodegenerative diseases and psychiatric disorders ; □ Revenue from cryptocurrency mining of $ 291 , 000 as the Company resumed cryptocurrency mining operations with approximately 1 , 000 miners during March 2021 ; □ Income before income taxes of $ 44 . 6 million for the quarter, which represents the second sequential quarter of profitability ; □ Positive working capital of $ 127 . 9 million ; □ Total assets of more than a quarter of a billion dollars ( $ 259 . 1 million) ; and □ Cash of $ 105 . 4 million, marketable securities of $ 30 . 2 million and other investments of $ 81 . 5 million as of June 30 , 2021 .

   
 

Key Near - Term Initiatives C OMPANY U PDATE 17 □ Exploring a potential IPO or other transaction to access capital markets for GWW, our defense business; □ Exploring a potential IPO for our power electronics and electric vehicle charger business; □ Completing the initial 30,000 square foot buildout of our Michigan Data Center; □ Ramping up Bitcoin mining operations at our Michigan Data Center; □ Ramping up fulfillment of the $50 million MTIX purchase order for MLSE plasma - laser systems; □ Expanding our loan and investment portfolio at DP Lending; and □ Targeting future acquisitions.

   
 

Beneficial Ownership Rights C OMPANY U PDATE 18 The Company has certain beneficial ownership and rights to further invest in Alzamend as follows : □ The Company owns approximately 6 . 7 million shares of Alzamend common stock held by its wholly owned subsidiary, Digital Power Lending, LLC (“DPL”) . □ The Company has the right to acquire 2 . 0 million shares of Alzamend common stock upon the exercise of warrants held by DPL . □ In March 2021 , Alzamend entered into a securities purchase agreement with DPL pursuant to which Alzamend agreed to sell an aggregate of 6 . 7 million shares of its common stock for an aggregate of $ 10 million, or $ 1 . 50 per share, which sales will be made in tranches . Alzamend further agreed to issue to DPL warrants to purchase such number of shares of its common stock equal to 50 % of the shares of common stock purchased under the securities purchase agreement at an exercise price of $ 3 . 00 per share . To date, the Company has purchased 4 . 0 million shares of Alzamend common stock (included in the 6 . 7 million shares of Alzamend common stock held by DPL described above) for $ 6 million . Under the terms of the securities purchase agreement, DPL may purchase an additional 2 . 6 million shares for $ 4 . 0 million . □ Finally, Alzamend agreed that for a period of 18 months following the date of the payment of the final tranche of $ 4 million, DPL will have the right to invest an additional $ 10 million on the same terms, except that no specific milestones have been determined with respect to the additional $ 10 million . Should the Company exercise all warrants and options to invest, it would own approximately 22 . 8 million shares with an average cost of $ 2 . 27 per share of common stock, representing 23 % of Alzamend’s issued and outstanding common stock .

   
 

Executive Chairman Commentary C OMPANY U PDATE 19 Ault Global’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “We are in the strongest position of our Company’s 52 - year history as reflected in our financial results for the second quarter of 2021 and the strength of our lending and trading activities at DP Lending, our financial services subsidiary. We believe our current lending and investing pipeline is strong and the future prospects for the Company are promising . We have grown assets to more than a quarter of a billion dollars and are announcing a new goal to grow assets to more than one billion dollars. At that level, we envision allocating $250 million to DP Lending’s operations , $250 million for investment in real estate assets, and $500 million for acquisitions of either profitable companies or distressed companies that we believe we can make profitable.”

   
 

Thank You! Comments / Questions October 13, 2021