Milton C. Ault III - 14 Dec 2023 Form 4 Insider Report for Ault Alliance, Inc. (GPUS)

Role: Executive Chairman, Director
Signature: /s/ Milton C. Ault, III
Issuer symbol: GPUS
Transactions as of: 14 Dec 2023
Net transactions value: +$42,500,000
Form type: 4
Filing time: 11 Mar 2024, 16:30:53 UTC
Previous filing: 12 Dec 2023
Next filing: 27 Dec 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AULT	Series C Convertible Preferred Stock	Purchase	$41,500,000	+41,500		$1000.00^*	41,500	14 Dec 2023	Common Stock			By Ault & Company, Inc.	F1, F2, F3, F4, F5
transaction	AULT	Series C Warrants	Purchase	$0	+12,269,032		$0.000000	12,269,032	14 Dec 2023	Common Stock	12,269,032	$3.38	By Ault & Company, Inc.	F4, F5
transaction	AULT	Series C Convertible Preferred Stock	Purchase	$500,000	+500	+1.2%	$1000.00^*	42,000	07 Mar 2024	Common Stock			By Ault & Company, Inc.	F1, F2, F3, F4, F5
transaction	AULT	Series C Warrants	Purchase	$0	+147,820	+1.2%	$0.000000	12,416,852	07 Mar 2024	Common Stock	147,820	$3.38	By Ault & Company, Inc.	F4, F5
transaction	AULT	Series C Convertible Preferred Stock	Purchase	$500,000	+500	+1.2%	$1000.00^*	42,500	08 Mar 2024	Common Stock			By Ault & Company, Inc.	F1, F2, F3, F4, F5
transaction	AULT	Series C Warrants	Purchase	$0	+147,820	+1.2%	$0.000000	12,564,672	08 Mar 2024	Common Stock	147,820	$3.38	By Ault & Company, Inc.	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $5.245 or (B) 105% of the volume weighted average price of the Common Stock during the ten trading days immediately prior to the date of conversion (the "Conversion Price"). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.
F2	The Series C Convertible Preferred Stock has no expiration date.
F3	As of March 11, 2024, the Conversion Price is approximately $0.61 a share, so each share of Series C Convertible Preferred Stock is convertible into approximately 1,639 shares of Common Stock.
F4	The Issuer is restricted from issuing shares of Common Stock upon conversion of the Series C Convertible Preferred Stock and /or exercise of the Series C Warrants to the extent such issuances would result in an aggregate number of shares of Common Stock exceeding 452,214, which represents 19.99% of the total shares of Common Stock issued and outstanding as of November 6, 2023, the execution date of the purchase agreement pursuant to which the shares of Series C Convertible Preferred Stock and Series C Warrants are issued, in accordance with the rules and regulations of the NYSE American unless the Issuer first obtains stockholder approval, which has not yet been obtained.
F5	Milton C. Ault, III, is the Chief Executive Officer of Ault & Company, Inc. ("Ault & Co.") and is deemed to beneficially own the shares held by Ault & Co.