Ault Alliance, Inc. announced that it has entered into a Securities Purchase Agreement with new investor RiskOn International, Inc. to issue 603 shares of the Series D Convertible Preferred Stock at an issue price of $25,018.126036 per share for a total purchase price of $15,085,930.69 on November 14, 2023. The transaction is expected to closed on November 15, 2023. The terms of the preferred shares as set forth in the Certificates of Designations of the Rights, Preferences and Limitations of the Series D Convertible Preferred Stock.

The preferred shares each have a stated value of $25,000 per share. Each preferred share is convertible into a number of shares of the company?s common stock determined by dividing the stated value by $0.51 or an aggregate of 29,580,392 shares of common stock. 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.

As the conversion price represents a premium to the closing price of the common stock on the date of execution of the agreement, the conversion of the preferred shares is not subject to limitations on conversion. The preferred shares holders are entitled to receive dividends at a rate of 10% of the stated value per annum from issuance until November 14, 2033. During the first two years of the Dividend Term, dividends will be payable, in the Issuer?s option, in additional Preferred Shares rather than cash, and thereafter dividends will be payable in either additional Preferred Shares or cash as the Company may elect.

If the Issuer fails to make a dividend payment as required by the Certificate, the dividend rate will be increased to 15% for as long as such default remains ongoing and uncured. Each Preferred Share also has a $25,000 liquidation preference in the event of a liquidation, change of control event, dissolution or winding up of the Issuer, and ranks senior to all other capital stock of the Issuer with respect thereto other than the existing Series B Preferred Stock and Series C Preferred Stock, with which the Preferred Shares shall have equal ranking. Each Preferred Share is entitled to vote, on an as-converted basis, with the Common Stock at a rate of 0.9 votes per share of Common Stock into which the Preferred Share is convertible.

The company is required to maintain a reserve of authorized and unissued shares of common stock equal to 200% of the conversion shares, which is initially 59,160,784 shares.