Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
30 September 2024 - 10:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 9)1
Algorhythm Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
829322304
(CUSIP Number)
Milton
C. Ault, III
HYPERSCALE DATA, INC.
11411
Southern Highlands Parkway, Suite 240
Las Vegas,
NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 26, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
_______________
1 The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
| 1 |
NAME
OF REPORTING PERSONS
Hyperscale Data, Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
1,452,984(1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
1,452,984(1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,984 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| (1) | Represents shares of Common Stock
held by Ault Lending, LLC. |
| 1 |
NAME
OF REPORTING PERSONS
Ault Lending, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
CALIFORNIA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
1,452,984 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
1,452,984 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,984 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| 1 |
NAME
OF REPORTING PERSONS
Milton C. Ault, III |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
1,452,984 (1) |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
1,452,984 (1) |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,452,984 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Represents shares of Common Stock
held by Ault Lending, LLC. |
| 1 |
NAME
OF REPORTING PERSONS
Kenneth S. Cragun |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
19,535(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
19,535(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,535(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Represents (i) 18,868 shares
of Common Stock and (ii) 667 shares of Common Stock underlying certain stock options which
are currently exercisable. |
| 1 |
NAME
OF REPORTING PERSONS
Henry C. W. Nisser |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) o
(b) o |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
667(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
667(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Represents 667 shares of Common
Stock underlying certain stock options which are currently exercisable. |
| 1 |
NAME
OF REPORTING PERSONS
James M. Turner |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
19,535(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
19,535(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,535(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Represents (i) 18,868 shares
of Common Stock and (ii) 667 shares of Common Stock underlying certain stock options which
are currently exercisable. |
This Amendment No. 9 (“Amendment No. 9”) amends
and supplements the Schedule 13D filed by the undersigned on June 13, 2022 as amended on June 16, 2022, June 24, 2022, July 11, 2022,
July 29, 2022, September 21, 2022, November 29, 2023, December 26, 2023 and September 20, 2024 (the “Schedule 13D”).
Except as otherwise specified in this Amendment No. 9, all items in the Schedule 13D are unchanged. All capitalized terms used in this
Amendment No. 9 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The Shares purchased by Ault Lending were purchased with working capital
in open market purchases. The Shares transacted by Ault Lending as reported on this Amendment No. 9 decreased Ault Lending’s aggregate
expenditures by $113,834.96. Consequently, as of the date of this Amendment No. 9, Ault Lending has expended an aggregate of $9,440,090.79
for the purchase of the Shares.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The aggregate percentage of
Shares reported owned by each Reporting Person herein is based upon 9,736,850 Shares outstanding, which is the total number of Shares
outstanding as of August 16, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 19, 2024.
| (a) | As of the date hereof, Hyperscale Data may be deemed to beneficially
own 1,452,984 Shares, consisting of Shares held by Ault Lending. Hyperscale Data may be deemed to beneficially own the Shares beneficially
owned by Ault Lending by virtue of its relationship with such entity described in Item 2. |
Percentage: 14.9%
| (b) | 1. Sole power to vote or direct vote: 0 |
| | | 2. Shared power to vote or direct vote: 1,452,984 |
| | | 3. Sole power to dispose or direct the disposition: 0 |
| | | 4. Shared power to dispose or direct the disposition: 1,452,984 |
| (c) | Hyperscale Data has not entered into any
transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Ault Lending beneficially owns 1,452,984 Shares
held directly by it. |
Percentage: 14.9%
| (b) | 1. Sole power to vote or direct vote: 0 |
| | | 2. Shared power to vote or direct vote: 1,452,984 |
| | | 3. Sole power to dispose or direct the disposition: 0 |
| | | 4. Shared power to dispose or direct the disposition: 1,452,984 |
| (c) | Other than as previously disclosed on
the Schedule 13D and the transactions set forth in Schedule A attached hereto,
which are both incorporated by reference, Ault Lending has not entered into any transactions
in the Shares during the past sixty days. All of such transactions were effected in the open
market. |
| (a) | As of the date hereof, Mr. Ault may be deemed to beneficially own 1,452,984
Shares, consisting of Shares held by Ault Lending. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Ault Lending
by virtue of his relationship with such entity described in Item 2. |
Percentage: 14.9%
| (b) | 1. Sole power to vote or direct vote: 0 |
| | | 2. Shared power to vote or direct vote: 1,452,984 |
| | | 3. Sole power to dispose or direct the disposition: 0 |
| | | 4. Shared power to dispose or direct the disposition: 1,452,984 |
| (c) | Mr. Ault has not entered into any transactions
in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Cragun
beneficially owned 19,535 Shares, which represents (i) 18,868 shares of Common Stock held
directly by him and (ii) 667 shares of Common Stock underlying certain stock options which
are currently exercisable. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 19,535 |
| | | 2. Shared power to vote or direct vote: 0 |
| | | 3. Sole power to dispose or direct the disposition: 19,535 |
| | | 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Other than as previously disclosed on
the Schedule 13D, Mr. Cragun has not entered into any transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Nisser
beneficially owned 667 Shares, which are issuable upon the exercise of stock options that
are currently exercisable. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 667 |
| | | 2. Shared power to vote or direct vote: 0 |
| | | 3. Sole power to dispose or direct the disposition: 667 |
| | | 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Nisser has not entered into any
transactions in the Shares during the past sixty days. |
| (a) | As of the date hereof, Mr. Turner
beneficially owned 19,535 Shares, which represents (i) 18,868 shares of Common Stock held
directly by him and (ii) 667 shares of Common Stock underlying certain stock options which
are currently exercisable. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 19,535 |
| | | 2. Shared power to vote or direct vote: 0 |
| | | 3. Sole power to dispose or direct the disposition: 19,535 |
| | | 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Other than as previously disclosed on
the Schedule 13D, Mr. Turner has not entered into any transactions in the Shares during the past sixty days. |
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of
1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (d) | No person other than the Reporting
Person is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. |
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: September
30, 2024
| |
|
HYPERSCALE DATA, INC. |
| /s/ MILTON C. AULT, III |
|
|
|
| MILTON C. AULT, III |
|
By: |
/s/ MILTON C. AULT, III |
| |
|
|
Name: |
Milton C. Ault, III |
| |
|
|
Title: |
Executive Chairman |
| |
|
AULT LENDING, LLC |
| /s/ KENNETH S. CRAGUN |
|
|
|
| KENNETH S. CRAGUN |
|
By: |
/s/ DAVID J. KATZOFF |
| |
|
|
Name: |
David J. Katzoff |
| |
|
|
Title: |
Manager |
| |
|
| /s/ HENRY C.W. NISSER |
|
| Henry C. W. Nisser |
|
| |
|
| |
|
| |
|
| /s/ JAMES M. TURNER |
|
| JAMES M. TURNER |
|
SCHEDULE A
Transactions in the Shares of Common Stock
During the Last Sixty Days
Ault Lending, LLC
| Nature
of the Transaction |
Shares
of Common Stock
Purchased / (Sold) |
Price
Per Share ($) |
Date
of
Transaction |
| Sale
of Common Stock |
(200) |
0.6033 |
09/20/2024 |
| Sale
of Common Stock |
(17,733) |
0.5813
|
09/23/2024 |
| Sale
of Common Stock |
(38,459) |
0.5696
|
09/24/2024 |
| Sale
of Common Stock |
(21,300) |
0.5502
|
09/25/2024 |
| Sale
of Common Stock |
(29,400) |
0.5237
|
09/26/2024 |
| Sale
of Common Stock |
(107,016) |
0.5082
|
09/27/2024 |
12
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