Ault Alliance Plans to Initiate an Exchange Offer in Which It Would Offer Up to $50 Million in Preferred Shares With a Stated Value of $10.00 per Share (An Effective Price of $0.15 per Share of Common Stock Exchanged)

Ault Alliance, Inc. (NYSE American: AULT), a diversified holding company (“Ault Alliance” or the “Company” ), today announced its intention to launch an exchange offer for up to 333,333,333 shares of its common stock (“Common Stock”) for up to 5,000,000 shares of preferred stock with a stated value of $10.00 per share (the “Preferred Stock”). The terms of the Preferred Stock equate to a value of $0.15 per share of each Common Stock exchanged. In addition, the Preferred Stock is entitled to receive an annual dividend of ten percent (10%).

The terms of the Preferred Stock represent a 66.67% premium to the closing share price of $0.09 per share on March 17, 2023 on a per share of common stock equivalent basis. This initiative is designed to enhance the Company’s capital structure and stockholder value by enabling the stockholders to receive a security more aligned with the underlying value of the Company. If all 333,333,333 shares of Common Stock are tendered and retired, the Company’s outstanding Common Stock will be reduced by approximately 80%.

The exchange offer will require that a minimum of 150 million shares of Common Stock be tendered by common stockholders. To avoid issuing fractional shares, the exchange offer is structured in increments of 200 shares of Common Stock such that every 200 shares of Common Stock is exchangeable into three shares of Preferred Stock.

Ault Alliance will seek to list the Preferred Stock on the NYSE American. If the application to list the Preferred Stock is approved by the NYSE American, trading in the Preferred Stock is expected to commence within a 30-day period after the approval of listing. If the application is not approved, the Company intends to file an application to admit the Preferred Stock for trading on the OTC.

The annual ten percent (10%) dividend is payable in the form of cash or Common Stock. Dividends in Common Stock will be based on the 10-day volume-weighted average closing bid price immediately prior to the record date for such dividend payment.

Further, the term of the Preferred Stock would be perpetual, subject to the Company’s right, commencing two (2) years from issuance, to redeem the Preferred Stock, in whole or in part, at a cash redemption price of $10.00 per share, plus all accrued and unpaid dividends to, but not including the redemption date (the “Redemption Price”). In addition, the Company may redeem, at its option, the Preferred Stock upon a change of control at the Redemption Price.