| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AULT | 10% Senior Secured Convertible Promissory Note | Purchase | $17.5M | $17.5M | Oct 13, 2023 | Common Stock | By Ault & Company, Inc. | F1, F2, F3 | |||||
| transaction | AULT | Warrant to Purchase Common Stock | Purchase | +47.7M | 47.7M | Oct 13, 2023 | Common Stock | 47.7M | $0.18 | By Ault & Company, Inc. | F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | On October 13, 2023 (the "Closing Date"), the Issuer issued a 10% Senior Secured Convertible Promissory Note (the "Note") to Ault & Company, Inc. ("Ault & Co."), with a principal face amount of $17,519,832. The Note bears interest at the rate of 10% per annum and matures on October 12, 2028. Interest is payable, at Ault & Co.'s option, in cash or shares of common stock at the applicable Conversion Price (as defined below). The Note is convertible, at Ault & Co.'s option, into shares of common stock ("Conversion Shares") at a conversion price that is the greater of (i) $0.10 per share (the "Floor Price"), which such Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of (A) $0.2952 or (B) 105% of the closing sale price of the Common Stock on the trading day immediately prior to the date of conversion (the "Conversion Price"). |
| F2 | The Company may not issue Conversion Shares and/or shares of common stock issuable upon exercise of the warrants issued in connection with the purchase of the Note to the extent such issuances would result in an aggregate number of shares of common stock exceeding, 5,724,888, which represented 19.99% of the total shares of common stock issued and outstanding as of the Closing Date, in accordance with the rules and regulations of the NYSE American, LLC unless the Issuer first obtains stockholder approval. |
| F3 | Milton C. Ault, III, is the Chief Executive Officer of Ault & Co. and is deemed to beneficially own the shares held by Ault & Co. |
| F4 | The warrants were received as additional consideration for the purchase of the Note. |