Sec Form 13D Filing - AULT MILTON C III filing for - 2025-11-20

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The two (2) Class A Shares owned directly by Mr. Nisser were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer. Two (2) Class A Shares owned directly by Mr. Ault were issued upon vesting of restricted stock units awarded to him in his capacity as an officer and director of the Issuer, and the aggregate purchase price for the other 23,548 Class A Shares owned directly by Mr. Ault is approximately $160,512. The Class B Shares owned by the Reporting Persons were issued as stock dividends by the Issuer. The aggregate purchase price of the 274,905 Class A Shares owned directly by Ault & Company is approximately $2,729,019. The purchase price of the 50,000 shares of Series C Preferred Stock owned directly by Ault & Company, which are currently convertible into 154,320,991 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable (or are exercisable within 60 days) into 422,337 Class A Shares (the "Series C Warrants"), is $50,000,000. The purchase price of the 960 shares of Series G Preferred Stock owned directly by Ault & Company, which are currently convertible into 2,962,963 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable into 162,217 Class A Shares (the "Series G Warrants"), is $960,000. The purchase price of the 4,000 shares of Series H Preferred Stock owned directly by Ault & Company, which are currently convertible into 5,068,221 Class A Shares is $4,000,000.The remaining warrants owned directly by Ault & Company, which are currently exercisable into 54,498 Class A Shares (the "Warrants"), were issued in connection with a senior secured convertible promissory note in the principal face amount of $17.5 million, which was sold to Ault & Company by the Issuer, for $17.5 million (the "Senior Note"). The Senior Note was subsequently repaid.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Class A Shares reported owned by each Reporting Person is based upon 322,992,217 Class A Shares outstanding, which is the total number of Class A Shares outstanding as of November 19, 2025, as reported by the Issuer to the Reporting Persons. Based on the 322,992,217 Class A Shares, 24,800,423 Class B Shares, 50,000 shares of Series C Preferred Stock, 960 shares of Series G Preferred Stock and 4,000 shares of Series H Preferred Stock outstanding as of November 19, 2025, as reported by the Issuer to the Reporting Persons, which represents all voting securities of the Issuer, Ault & Company and Mr. Ault's beneficial ownership of Shares represents 26.49% and 26.50%, respectively, of the Issuer's total voting power, which differs from the total beneficial ownership on conversion as (i) the Class B Shares are entitled to cast 10 votes for each share, compared to 1 vote for each Class A Share, and (ii) for purposes of complying with NYSE American regulations, the conversion price of the various shares of preferred stock, for purposes of determining the number of votes the holder is entitled to cast, is based on the closing sale price of the Class A Shares on the trading day immediately prior to the date of execution of the applicable securities purchase agreement. A. Ault & Company (a) As of the date hereof, Ault & Company may be deemed to beneficially own 177,945,156 Class A Shares, consisting of (i) 274,905 Class A Shares, (ii) 14,679,024 Class A Shares issuable upon conversion of 14,679,024 Class B Shares, (iii) 154,320,991 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock, (iv) 2,962,963 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock, (v) 5,068,221 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock and (vi) 639,052 Class A Shares issuable upon exercise of outstanding warrants. Excludes 7,277,458 shares of Class A Shares issuable upon conversion of Series H Preferred Stock due to NYSE American limitations on conversion without stockholder approval. Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $183.58 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series G Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series H Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. For purposes of this Amendment No. 13, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are based upon a conversion price of $0.324. Notwithstanding anything to the foregoing, Ault & Company has provided the Company with a waiver, pursuant to which Ault & Company has permitted the Company to temporarily (1) unreserve all shares of Class A Common Stock issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock and (2) prohibit the conversion by Ault & Company of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock, until such time as the Company has a sufficient number of authorized but unissued shares of Class A Common Stock to permit the conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in full. The waiver does not prohibit Ault & Company from voting the shares of Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in accordance with their terms. Percentage: 35.545%. B. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 177,970,427 Class A Shares, consisting of (i) 23,550 Class A Shares, (ii) 1,721 Class A Shares issuable upon conversion of 1,721 Class B Shares, (iii) 274,905 Class A Shares held by Ault & Company, (iv) 14,679,024 Class A Shares issuable upon conversion of 14,679,024 Class B Shares held by Ault & Company, (v) 154,320,991 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock held by Ault & Company, (vi) 2,962,963 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock held by Ault & Company, (vii) 5,068,221 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock held by Ault & Company and (viii) 639,052 Class A Shares issuable upon exercise of outstanding warrants held by Ault & Company. Excludes 7,277,458 shares of Class A Shares issuable upon conversion of Series H Preferred Stock due to NYSE American limitations on conversion without stockholder approval. Each share of Series C Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $183.58 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series G Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. Each share of Series H Convertible Preferred Stock has a stated value of $1,000.00 and is convertible into shares of Class A Common Stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the Class A Common Stock during the ten trading days immediately prior to the date of conversion. For purposes of this Amendment No. 13, the calculations for the number of Class A Shares issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock are based upon a conversio n price of $0.324. Mr. Ault may be deemed to beneficially own the Shares owned directly by Ault & Company by virtue of his relationship with Ault & Company described in Item 2. Notwithstanding anything to the foregoing, Ault & Company has provided the Company with a waiver, pursuant to which Ault & Company has permitted the Company to temporarily (1) unreserve all shares of Class A Common Stock issuable upon conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock and (2) prohibit the conversion by Ault & Company of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock, until such time as the Company has a sufficient number of authorized but unissued shares of Class A Common Stock to permit the conversion of the Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in full. The waiver does not prohibit Ault & Company from voting the shares of Series C Preferred Stock, Series G Preferred Stock and Series H Preferred Stock in accordance with their terms. Percentage: 35.55% C. William B. Horne (a) As of the date hereof, Mr. Horne may be deemed to beneficially own one (1) Class A Share, representing one (1) Class A Share issuable upon conversion of one (1) Class B Share. Percentage: 0.0%. D. Henry C.W. Nisser (a) As of the date hereof, Mr. Nisser may be deemed to beneficially own three (3) Class A Shares, consisting of (i) two (2) Class A Shares and (ii) one (1) Class A Share issuable upon conversion of one (1) Class B Share. Percentage: 0.0%. E. Kenneth S. Cragun (a) As of the date hereof, Mr. Cragun is not deemed to beneficially own any Class A Shares. Percentage: 0%

A. Ault & Company (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 177,945,156, 3. Sole power to dispose or direct the disposition: 0, 4. Shared power to dispose or direct the disposition: 177,945,156. B. Milton C. Ault, III (b) 1. Sole power to vote or direct vote: 25,271, 2. Shared power to vote or direct vote: 177,945,156, 3. Sole power to dispose or direct the disposition: 25,271, 4. Shared power to dispose or direct the disposition: 177,945,156. C. William B. Horne (b) 1. Sole power to vote or direct vote: 1, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 1, 4. Shared power to dispose or direct the disposition: 0. D. Henry C.W. Nisser (b) 1. Sole power to vote or direct vote: 3, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 3, 4. Shared power to dispose or direct the disposition: 0. E. Kenneth S. Cragun (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 0, 4. Shared power to dispose or direct the disposition: 0

A. Ault & Company (c) Other than as disclosed on Exhibit 1, Ault & Company has not entered into any transactions in the Shares during the past sixty days. B. Milton C. Ault, III (c) Other than as disclosed on Exhibit 2, Mr. Ault has not entered into any transactions in the Shares during the past sixty days. C. William B. Horne (c) Mr. Horne has not entered into any transactions in the Shares during the past sixty days. D. Henry C.W. Nisser (c) Mr. Nisser has not entered into any transactions in the Shares during the past sixty days. E. Kenneth S. Cragun (c) Mr. Cragun has not entered into any transactions in the Shares during the past sixty days. The filing of this Amendment No. 13 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Not applicable.

Exhibit 1 - Ault & Company Transactions in the Securities of the Issuer During the Past 60 Days. Exhibit 2 - Milton C. Ault, III Transactions in the Securities of the Issuer During the Past 60 Days.