Current Report Filing (8-k)
14 April 2023 - 10:31PM
Edgar (US Regulatory)
0000896493
false
0000896493
2023-04-14
2023-04-14
0000896493
AULT:CommonStock0.001ParValueMember
2023-04-14
2023-04-14
0000896493
AULT:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember
2023-04-14
2023-04-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April
14, 2023
AULT ALLIANCE,
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.) |
1141 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 |
|
AULT |
|
NYSE American |
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
AULT PRD |
|
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 4.02 |
Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
| (a) | On April 14, 2023, the management of Ault Alliance, Inc. (the “Company”) concluded that the
Company’s previously issued financial statements for the year ended December 31, 2021, as well as for the interim periods included
in that fiscal year (the “Restated Periods”), should no longer be relied upon because of errors in classification
with respect to changes in fair value of financial instruments issued by a related party. The changes in fair value were erroneously recorded
in other comprehensive income (loss) and should have been classified within the statement of operations. Additionally, the Company’s
earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to our financial
statements for the Restated Periods. The errors described above resulted in the restatement of our financial statements for the Restated
Periods. |
The restated financial statements for
the year ended December 31, 2021 included in the Amended Form 10-K, as well as for the interim periods included in that fiscal year (the
“Restated Financial Statements”), differ from the amounts reported in the original filings, but there was no impact to assets,
liabilities, total equity, total comprehensive loss or cash flows. The Restated Financial Statements reflect conclusions that management
formed related to the previously disclosed Securities and Exchange Commission investigation.
The previously reported amounts have
been corrected for the Restated Periods. No correction was needed for the consolidated balance sheet as of December 31, 2021. The correction
to the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 resulted in an increase to other
income and a decrease to other comprehensive income of $0.9 million. Net loss improved from $24.2 million to $23.3 million.
Further, the correction to the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020 resulted
in an increase to other income and a decrease to other comprehensive income of $3.3 million. Net loss improved from $32.7 million
to $29.3 million. The restated amounts in the consolidated statements of operations and comprehensive loss for the years ended December
31, 2021 and 2020 are attached hereto as Exhibit 99.1 in a condensed format.
Due to the
restatement described above, the Company's management and Audit Committee reevaluated its Controls and Procedures in the original filings
and concluded that the Company’s disclosure controls and procedures and internal control over financial reporting were not properly
designed to analyze financial instruments for proper classification in the consolidated financial statements. The Company has been
actively engaged in developing a remediation plan to address the identified ineffective controls that existed during the Restated Periods.
Implementation of the remediation plan is in process.
The audit committee of the board of
directors has discussed the matters disclosed herein with Marcum, LLP, the Company’s independent registered public accounting firm.
Item 9.01 Exhibits
and Financial Statements.
| (b) | Pro forma financial information |
The unaudited restated condensed consolidated
statements of operations of the Company for the years ended December 31, 2021 and 2020 are attached hereto as Exhibit 99.1.
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 hereunto duly authorized.
Dated: April 14, 2023 |
AULT ALLIANCE, INC. |
|
|
|
|
|
/s/ Kenneth S. Cragun |
|
|
Kenneth S. Cragun
Chief Financial Officer |
- 3 -
Bitnile (AMEX:NILE)
Historical Stock Chart
Von Dez 2024 bis Jan 2025
Bitnile (AMEX:NILE)
Historical Stock Chart
Von Jan 2024 bis Jan 2025