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SUBSEQUENT EVENTS | 3 Months Ended
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Mar. 31, 2023
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 24. SUBSEQUENT EVENTS 2022 Preferred ATM Offering During the period between April 1, 2023 through May 19, 2023, the Company sold an aggregate of 105,475 shares of Series D Preferred Stock pursuant to the 2022 Preferred ATM Offering for net proceeds of $1.2 million. Investments in Alpha Fund During the period between April 1, 2023 through May 19, 2023, Ault Lending purchased an additional $0.3 million of limited partnership interests in Alpha Fund. 12% Term Note On April 5, 2023, the Company issued a term note with a principal amount of $1.1 million, bearing an interest rate of 12%. The term note was issued at a discount, with net proceeds to the Company amounting to $1.0 million. The note is scheduled to mature on June 5, 2023. The Company has the option to extend the maturity date by one month, upon payment of a $30,000 extension fee. Ault & Company, a related party, guaranteed the term note. Series C Preferred Purchase Agreement On May 1, 2023, the Company entered into a securities purchase agreement (the “Agreement”) with Ault & Company, pursuant to which the Company agreed to sell to Ault & Company up to 40,000 shares of Series C convertible preferred stock and warrants to purchase up to 1.3 million shares of common stock for a total purchase price of up to $40 million. The consummation of the transactions contemplated by the Agreement are subject to various customary closing conditions and the receipt of certain third party consents. In addition to customary closing conditions, the closing of the transaction is also conditioned upon the receipt by Ault & Company of financing in an amount sufficient to consummate the transaction. The Agreement contains customary termination provisions for Ault & Company under certain circumstances, and the Agreement shall automatically terminate if the closing has not occurred prior to May 31, 2023, although such date may be extended by Ault & Company as set forth in the Agreement. Amendment to 16% Secured Promissory Note On May 2, 2023, the Company entered into a second amendment agreement, effective as of April 18, 2023, with the Initial Investor related to the December 2022 16% secured promissory note extending the due date on the date for which the Company was required to make a payment of $1.0 million. The Company agreed to increase the principal amount of the note by $0.2 million as an extension fee and to grant the Investors an additional 2,000 miners as collateral for repayment of the notes. Original Issuance Discount Term Notes On May 15, 2023, the Company issued a term note with a principal amount of $1.3 million, which does not bear interest unless there is an event of default. The term note was issued at a discount, with net proceeds to the Company amounting to $1.0 million. The Company is obligated to repay $1.0 million of the note on June 15, 2023 and the remaining $0.3 million on June 30, 2023. Upon an event of default, the Company will pledge its ownership of the membership interests in 456 Lux Hotel NYC, LLC, which is a limited partner in NYREIC 456 LP. Milton “Todd” Ault, III, the Company’s Executive Chairman, and his wife, guaranteed repayment of the term note. On May 16, 2023, the Company issued a term note with a principal amount of $120,000, which does not bear interest. The term note was issued at a discount, with net proceeds to the Company amounting to $100,000. The note is scheduled to mature on June 16, 2023. The Company has the option to extend the maturity date by 15 days, upon payment of an extension fee equal to 1% of the amount then outstanding. On May 17, 2023, the Company issued a term note with a principal amount of $1.3 million, which does not bear interest unless there is an event of default. The term note was issued at a discount, with net proceeds to the Company amounting to $1.0 million. The note is scheduled to mature on July 17, 2023. Milton “Todd” Ault, III, the Company’s Executive Chairman, and Ault & Company guaranteed repayment of the term note. BMI Securities Purchase Agreement On April 27, 2023, BMI entered into a securities purchase agreement with certain accredited investors providing for the issuance of senior secured convertible notes with an aggregate principal face amount of $6.9 million convertible into shares of BMI common stock and five-year warrants to purchase an aggregate of 63.0 million shares of BMI common stock at an exercise price of $0.1091 per share, subject to adjustment. The Notes are secured by a guaranty provided by the Company, as well as by Milton “Todd” Ault, III, the Company’s Executive Chairman, and Ault & Company guaranteed repayment of the term note. BMI and the investors entered into a registration rights agreement whereby BMI agreed to file a registration statement to register the conversion shares and warrant shares. The senior secured convertible notes bear no interest as they were issued with an original issuance discount. The maturity date of the Notes is April 27, 2024. The senior secured convertible notes are convertible at a price per share equal to the lower of (i) $0.1091 or (ii) the greater of (A) $0.0168 and (B) 85% of the lowest volume weighted average price of BMI common stock during the 10 trading days prior to the date of conversion, subject to adjustment.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
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