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) - Seite 2

The Preferred Stock will not be convertible into Common Stock, carry voting rights other than as required by applicable law, or provide for preemptive rights.

The holders of the Preferred Stock would be entitled to receive dividends of the Company’s majority-owned subsidiaries Imperalis Holding Corp. (sometimes referred to as TurnOnGreen) and Giga-tronics Incorporated based on the number of shares of Common Stock exchanged for Preferred Stock, ensuring that common stockholders who exchange their shares of Common Stock will have the ability to participate in the distribution of such shares.

The exchange offer for Common Stock is expected to commence during March of 2023 and is subject to regulatory approval and other customary closing conditions. Details regarding the offer and instructions for stockholders interested in participating will be provided in the Offer to Exchange and related documents, which will be filed with the Securities and Exchange Commission and distributed to Ault Alliance stockholders.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the Preferred Stock or any other securities. Any solicitation of offers to exchange Common Stock for the Preferred Stock will only be made pursuant to an Offer to Exchange and related materials to be sent by the Company to its stockholders on the commencement of the proposed exchange offer. The exchange offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Preferred Stock will be made only by means of the Offer to Exchange. The exchange offer documents will be available without charge at the Securities and Exchange Commission's website at http://www.sec.gov and will be delivered without charge to all stockholders of the Company who so request it.

It is anticipated that the Offer will be made pursuant to the exemption from registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) thereof. Under that exemption, if Common Stock exchanged is freely tradeable, the Preferred Stock received in exchange therefor will be freely tradeable. If the Common Stock is restricted, the Preferred Stock will be restricted to the same degree.

Prior to making any decision to exchange their shares of Common Stock, investors and stockholders are strongly encouraged to read the exchange offer documents carefully, as they contain important information about the offer, including the terms and conditions. Stockholders with questions or concerns should consult their financial advisors before making any investment decisions related to the tender offer, the preferred stock issuance, or the distribution of the shares of Imperalis Holding Corp. (sometimes referred to as TurnOnGreen) and Giga-tronics Incorporated.