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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):  November 22, 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

 

On November 22, 2021, Ault Global Holdings, Inc. (the “Company”) issued a press release announcing its plans to change the Company’s name to BitNile Holdings, Inc., to organize operations into two primary subsidiaries, BitNile, Inc. and Ault Alliance, Inc. (“Ault Alliance”) and to spin off Ault Alliance as a separate, public company (the “Reorganization”). A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

The Company also announced that it would be hosting a conference call via webcast to discuss, among other things, the planned reorganization. During the webcast, the speakers will discuss the contents of a presentation prepared by the Company, a copy of which is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 and Exhibit 99.2 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 8.01OTHER EVENTS

 

Risk Factor Update

 

As a result of the Reorganization, the following disclosure supplements and should be read in conjunction with the risk factors described in “ITEM 1A. RISK FACTORS” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020:

 

There are numerous risks associated with our recently announced plan to realign our organizational structure and separate our company into two separate publicly traded companies.

 

On November 22, 2021, we announced a plan to realign our organization into two business units and separate our company through a spin-off into two distinct publicly traded companies. The process of separating our company and spinning-off one of our business units involves substantial risks inherent in resolving operational issues including (i) allocation (or sharing) of corporate assets and liabilities, including outstanding debt and litigation, (ii) management of the two businesses and the division of our senior management and employees, (iii) negotiation of contracts for the purchase and sale of products or services to each other, (iv) treatment of employee benefit plans and stock options, and (v) need for transitional agreements between the two companies covering office space, legal and accounting, data processing and storage, and intellectual property. Further, as part of this process, transaction tax planning, stockholder approval (if required), debt holder and third-party consents, and stock exchange listing approval to complete the separation transaction process may involve substantial legal and financial risks. This process may also result in unforeseen expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our company. There can be no assurance that one or more of such risks will not prove to be too difficult to resolve or delay or interfere with completing the separation process. In the event the separation transaction is completed, there can be no assurance that the anticipated benefits of the transaction to our company and our spun-off business unit will be realized.

 

Our current focus exposes us to the numerous financial and regulatory risks, and volatility, associated with the Bitcoin mining sector.

 

During the second half of 2021, we have increasingly focused on mining Bitcoin and we committed significant resources and made commitments to purchasing additional miners and upgrading our Michigan cloud data center. These determinations are predicated on our belief as to the continuing evolution and acceptance of Bitcoin as a decentralized digital currency that can be traded on an exchange. However, our Bitcoin mining operations are in their early stage, and Bitcoin and energy pricing and Bitcoin mining economics are volatile and subject to uncertainty. Our current focus in this area will expose us to the numerous risks and volatility associated with the Bitcoin mining sector, including such factors as fluctuating Bitcoin to U.S. dollar prices, the timely delivery of our new Bitcoin miner purchases, the costs of Bitcoin miners, the number of market participants mining Bitcoin, our dependence on a single source located outside the United States for mining equipment, the availability of power generation at our cloud data center to expand operations and a highly-evolving regulatory environment. Future regulations may require us to change our business in order to comply with U.S. federal, state and local and international laws regulating crypto asset mining and the cryptoeconomy in general. For example, as Bitcoin has grown in popularity and in market size, the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the Commodity Futures Trading Commission, the SEC, the Financial Crimes Enforcement Network and the Federal Bureau of Investigation) have begun to examine the operations of the Bitcoin network, Bitcoin users and the Bitcoin exchange market. In order to stay current with the industry, our business model may need to evolve as well. There can be no assurance that one or more of such factors will not have a material adverse effect on our company.

 

   
 

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits:

 

Exhibit No.    Description
     
99.1   Press Release issued on November 22, 2021.
99.2   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: November 22, 2021 /s/ Henry Nisser  
 

Henry Nisser

President and General Counsel

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Ault Global Holdings Plans to Change Name to BitNile Holdings and Split into Two Public Companies

 

BitNile to focus on Bitcoin mining, data center operations and decentralized finance opportunities; Ault Alliance to continue legacy operations

 

Key Takeaways:

 

·Ault Global Holdings, Inc. (the “Company”) to change its name to BitNile Holdings, Inc. and stock symbol to NILE by the end of 2021;
·Company to reorganize operations into two primary subsidiaries, BitNile, Inc. (“BitNile”) and Ault Alliance, Inc. (“Ault Alliance”);
·Ault Alliance to be spun off as a separate public company to stockholders in 2022;
·BitNile will focus on Bitcoin mining, data center operations and decentralized finance (“DeFi”) initiatives;
·Ault Alliance will focus on lending and investing, defense, and power solutions, including electric vehicle (“EV”) charging products; and
·Company to host a conference call and webcast at 6:00 am Pacific time today.

 

Las Vegas, NV, November 22, 2021 – Ault Global Holdings, Inc. (NYSE American: DPW) a diversified holding company, today announced its plan to split into two public companies by pursuing a spin-off of Ault Alliance to its stockholders. Ault Alliance will continue its focus on the Company’s legacy businesses and more recently initiated operations, including lending and investing in the real estate and distressed asset spaces, among others, defense, and power solutions, including EV charging products. Following the spin-off of Ault Alliance, the Company, through its BitNile subsidiary, will be a pure-play provider of Bitcoin mining and data center operations, pursuing DeFi-related initiatives.

 

The Company believes that both BitNile and Ault Alliance will, as separate public companies, be better positioned to deliver long-term growth and maximize stockholder value. Each business is expected to benefit from increased operational focus, independent capital allocation based on the needs of the businesses, dedicated and focused boards of directors and compelling investment profiles that will appeal to investors with distinct interests.

 

The Company plans to execute the spin-off of Ault Alliance in late 2022. The capital structure, leadership teams and board of directors will be determined and announced later. The proposed spin-off to stockholders is subject to the satisfaction of customary conditions, including final approval by the Company’s board of directors, private letter rulings from the Internal Revenue Service and/or tax opinions from counsel, and the filing and effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission.

 

The Company’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “During 2021, we allocated significant capital to acquire and build out our Michigan data center and to purchase Bitcoin mining equipment at scale. These investments, coupled with our name change announcement today, demonstrate that we are committed to Bitcoin mining, data center operations and DeFi initiatives. We recently announced executed purchase agreements that will result in BitNile owning at least 20,000 Bitcoin miners by the end of 2022, as we seek to fulfill our strategic initiative of becoming one of the top 10 publicly traded Bitcoin mining companies.”

 

Mr. Ault continued, “At the same time, I could not be more excited about Ault Alliance’s portfolio of businesses. We look forward to continuing our mission of investing in disruptive technologies and undervalued assets. This is a seminal moment for our Company. We believe that our strategic plan will be transformational, allowing each company to grow while focusing on its respective core strengths, providing stockholders the ability to realize the full potential of the separate companies.”

 

   
 

 

Conference call and webcast

 

The Company will host an investor conference call today starting at 6:00 am Pacific time to discuss its plans. The call will feature remarks from the Company’s Executive Chairman, Milton “Todd” Ault, III, its CEO, William Horne, its CFO, Kenneth Cragun and Christopher Wu, President of Ault Alliance, Inc.

 

Stockholders, investors and interested parties who desire to participate in the webcast must use the following link to register:

 

https://zoom.us/webinar/register/WN_a3zZ_BmyRrK4fBqAc6-hvg

 

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 owns and operates a data center at which it mines Bitcoin and 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

 

 

 

 

 

 

Exhibit 99.2

 

T HIRD Q UARTER C ORPORATE U PDATES

   
 

Forward - Looking Statements 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 Section 21 E of the Securities Exchange Act of 1934. Forward - looking statements reflect the current view about future events. Statements that are not historical in natu re, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticip ate s,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - looking statements. Such statements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, products and servic es we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward - looking statements are based on manag ement’s current expectations and assumptions regarding our business, the economy and other future conditions and 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 express ed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors discussed i n Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2020 (the “2020 Annual Report”) and other information cont ained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission’s websi te ( 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 o r more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions prove incorrect, ac tua l results may differ significantly from those anticipated, believed, estimated, expected, 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 compl ete 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 customers a bou t our products. 2

   
 

Leadership □ Milton “Todd” Ault III – Founder & Executive Chairman □ William Horne – Vice Chairman, CEO □ Henry Nisser – President, Director, General Counsel □ Ken Cragun – CFO □ Christopher Wu – Head of Alternative Investments; President of Ault Alliance □ David Katzoff – Senior VP of Finance □ Darren Magot – CEO of Ault Alliance □ Douglas Gintz – CTO □ Joe Spaziano – VP, CIO □ James Turner – Deputy General Counsel & VP of Legal Affairs □ Jean Ho – Chief Accounting Officer 3

   
 

Table of Contents 4 I. Third Quarter Highlights i. Corporate Structure ii. Q3 2021 Financial Highlights iii. Executive Chairman Commentary II. Transformative Corporate Reorganization i. BitNile Scaling Plan ii. Ault Alliance Structure iii. Initiatives for 2022

   
 

Third Quarter Highlights

   
 

Corporate Structure 6 Microphase Corp RELEC Electronics Enertec Systems Gresham Power Systems O PERATING C OMPANIES S TRATEGIC I NVESTMENTS Global provider and manufacturer of electronic, power and technology solutions and systems for military/defense, transportation, medical and industrial markets Producer of premium EV chargers for commercial and retail customers Key assets Opportunistic investing and venture financing of transformative technologies Ault Global Real Estate Equities

   
 

9 Months Ended September 30, 2021 Financial Highlights 7 □ Revenue of $44.6 million, an increase of 167% from $16.7 million in the prior nine - month period; □ Revenue from lending and trading activities of $19.6 million due to the allocation of capital to Digital Power Lending; □ Revenues from our trading activities during the nine months ended September 30, 2021 included significant net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in our periodic earnings; □ Revenue from lending and trading activities includes an approximate $6.4 million unrealized gain from the Company’s investment in Alzamend Neuro, Inc. (Nasdaq: ALZN), an early clinical - stage biopharmaceutical company focused on developing novel products for the treatment of neurodegenerative diseases and psychiatric disorders; □ Revenue from cryptocurrency mining of $693,000 as the Company resumed cryptocurrency mining operations during March 2021; and □ Net income of $1.3 million compared to a net loss of $24.7 million in the prior nine - month period.

   
 

Commentary from the Executive Chairman The Company’s Founder and Executive Chairman, Milton “Todd” Ault, III said, “In spite of the volatility of our quarterly financial results, we believe the future prospects for the Company are extremely promising. Quite simply, we are in a strong financial position, and we are investing for the future. We have grown assets to $225.7 million and have announced key investments in our Michigan data center and Bitcoin mining equipment . We would like to acknowledge our GWW defense team as during the third quarter of 2021 they grew revenues by 47% compared to the prior third fiscal quarter. As a holding company, we have made investments in the sectors of Bitcoin mining, data center operations, defense, electric vehicle chargers, power electronic businesses, lending and investment platform, and we continue to believe the road ahead is bright.” 8

   
 

Transformative Corporate Reorganization

   
 

The Company is taking a new path and redefining our corporate structure and operations: Renaming our parent company to BitNil e Holdings and changing our symbol to NILE. “Bitcoin is a bank in cyberspace, run by incorruptible software, offering a global, affordable, simple and secure savings acc oun t to billions of people that don’t have the option or desire to run their own hedge fund.” – Michael Saylor The Company believes this is the next step in a transformation to realize the full potential of each business while also rewa rdi ng stockholders. Our stockholder base has continually demonstrated its interest in cryptocurrency and their knowledge of it, so it is only fit tin g that the stockholders receive value through a pure - play in the cryptocurrency industry. Transformational Next Steps 10 Holdings

   
 

BitNile Scaling Plan BTC P RICE M INING R EVENUE S ENSITIVITY A NALYSIS (1) ____________________________________________________________ (1) All pricing and difficulty figures are subject to change based on day - to - day market fluctuations in price and bi - weekly adjustments to difficulty rates as well as our ability to secure miners • BitNile currently operates 1,287 ASIC miners and has completed an order for an additional 2,713 ASIC miners to be delivered in phases over the next 8 months • BitNile has signed contracts to scale up its operations to 20,600 miners, subject to securing the necessary financing • 16,000 S19j Pro AntMiners (104 TH) • 4,600 S19 XP AntMiners (140 TH) • All miners expected to be delivered before the end of 2022 • Bitcoin Revenue Assumptions: • Hash Rate = 2,244,000,000 • KW/h: $0.041 • Current Difficulty 22T • Gross revenue is calculated by multiplying the price of Bitcoin by the coins mined per day. Net revenue is calculated net of the electricity cost associated with mining the coins • The table to the right highlights the expected crypto mining revenue of BitNile at a blended power cost of $0.045 KW/ hr based upon 16,000 S19j Pro AntMiners and 4,600 S19 XP AntMiners • Assuming BTC price of $30k - $40k at current difficulty adjustment, annualized future production of the 20,600 miners would imply annual gross revenue of $139m - $185m . BitNile is committed to continued expansion of its mining capacity 11 $0 $20,000 $40,000 $60,000 $80,000 Bitcoin Volume Bitcoin Price $ Price Sensitivity Analysis: 20,600 Miners Bitcoin Price $ Gross Revenue Net Revenue Revenue Margin % 20,000 92,300,000 65,200,000 70.6% 25,000 115,400,000 88,600,000 76.8% 30,000 138,500,000 112,000,000 80.9% 35,000 161,600,000 135,400,000 83.8% 40,000 184,700,000 158,900,000 86.0% 45,000 207,800,000 182,300,000 87.7% 50,000 230,800,000 205,700,000 89.1% 55,000 253,900,000 229,100,000 90.2% 60,000 277,000,000 252,500,000 91.2% 65,000 300,100,000 275,900,000 91.9%

   
 

Ault Alliance Structure All subsidiaries that are not Cryptocurrency or DeFi oriented will be consolidated under Ault Alliance including: • Gresham Worldwide; • TurnOnGreen; • Digital Power Lending (DPL); and • Ault Global Real Estate Equities (AGREE). Note: Ault Alliance will eventually explore the spinoff of Gresham Worldwide and TurnOnGreen. Potential Acquisitions Ault Alliance is considering multiple acquisitions that would greatly increase top - line revenue and overall EBITDA. The following are two near - term targets, among others under consideration: • Target 1 : B2B services company with $126m in gross revenue • Target 2 : B2B services company with $67m in gross revenue These acquisitions would give Ault Alliance strong, profitable subsidiaries with nearly a century of combined operating experience 12 Microphase Corp RELEC Electronics Gresham Power Systems Enertec Systems Strategic Investments

   
 

Initiatives for 2022 Reorganization: • Based upon this reorganization and our recent successes, the Company will be exploring specific special initiatives to reward stockholders in 2022: • Special Dividend - The Company is considering the issuance of a one time or recurring Bitcoin dividend to stockholders (1) • Working with cryptocurrency exchanges to understand the dynamics and mechanics of executing this dividend • The Company may also issue a cash dividend (2) Acquisitions & Future Growth • BitNile will continue to grow its mining operations through the strategic procurement of power in geographically advantageous locations • This is a top priority for the BitNile team as the Company believes in the future of Bitcoin and the safeguarding the securit y o f the blockchain • As previously stated, Ault Alliance is seeking to make acquisitions of EBITDA generating companies with strong operating histories __________________________________________ (1) and (2) - Subject to Delaware corporate law, the profitability of the Bitcoin mining operations and approval by the Company’ s board of directors 13

   
 

Summary for 2022 & Beyond What to look forward to in 2022: • The restructuring of the Company • Change name to BitNile Holdings and symbol to NILE • Restructuring subsidiaries into two standalone subsidiaries being BitNile and Ault Alliance • BitNile will control Alliance Cloud Services and all Bitcoin Mining operations • Ault Alliance will control Gresham Worldwide, TurnOnGreen, Digital Power Lending and AGREE • The possibility of a special Bitcoin dividend to stockholders (1) • Bi - weekly updates on Bitcoin Mining operations including the number of miners installed, total Bitcoin mined, and any updates on new power development • Updates on all potential DeFi investments and initiatives • Updates on future acquisitions and other corporate developments 14 __________________________________________ (1) - Subject to Delaware corporate law, the profitability of the Bitcoin mining operations and approval by the Company’s board of directors