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STOCKHOLDERS’ EQUITY | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
STOCKHOLDERS’ EQUITY | 29. STOCKHOLDERS’ EQUITY Class A Common Stock Class A common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. Class B Common Stock The Class B common stock is identical to the Class A common stock, with the exception that each share thereof carries 10 times the voting power of a share of Class A common stock. The Class B common stock is convertible at any time into Class A common stock on a one-for-one basis. Distribution of Class B Common Stock to Class A Common and Series C Preferred Stockholders On November 15, 2024, the Company announced the distribution of 5.0 million shares of its Class B common stock to all holders of its Class A common stock and Series C Convertible Preferred Stock on an as-converted basis. The record date for this dividend was November 29, 2024, and the payment date was December 16, 2024. Preferred Stock Preferred stock as of December 31, 2024 consisted of the following:
Stockholders’ equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Par Value Per Share |  |  | Stated Value Per Share |  |  | Shares Authorized |  |  | Liquidation Preference |  |  | Shares Issued and Outstanding at December 31, 2024 |
Series A Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 1,000,000 |  |  | $ | 176,000 |  |  |  | 7,040 |
Series C Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 75,000 |  |  |  | 50,000,000 |  |  |  | 50,000 |
Series D Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,000,000 |  |  |  | 8,096,000 |  |  |  | 323,835 |
Series E Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,500,000 |  |  |  | 16,250,000 |  |  |  | 649,998 |
Series F Exchangeable Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 1,000,000 |  |  |  | 999,000 |  |  |  | 998,577 |
Series G Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 25,000 |  |  |  | - |  |  |  | - |
Unallocated |  |  |  |  |  |  |  |  |  |  | 18,400,000 |  |  |  |  |  |  |  |  |
Total |  |  |  |  |  |  |  |  |  |  | 25,000,000 |  |  | $ | 75,521,000 |  |  |  | 2,029,450 |
Preferred stock as of December 31, 2023 consisted of the following:
|  | Par Value Per Share |  |  | Stated Value Per Share |  |  | Shares Authorized |  |  | Liquidation Preference |  |  | Shares Issued and Outstanding at December 31, 2023 |
Series A Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 1,000,000 |  |  | $ | 176,000 |  |  |  | 7,040 |
Series C Convertible Preferred Stock |  | $ | 0.001 |  |  | $ | 1,000 |  |  |  | 75,000 |  |  |  | 41,500,000 |  |  |  | 41,500 |
Series D Cumulative Redeemable Perpetual Preferred Stock |  | $ | 0.001 |  |  | $ | 25 |  |  |  | 2,000,000 |  |  |  | 10,630,000 |  |  |  | 425,197 |
Unallocated |  |  |  |  |  |  |  |  |  |  | 21,925,000 |  |  |  |  |  |  |  |  |
Total |  |  |  |  |  |  |  |  |  |  | 25,000,000 |  |  | $ | 52,306,000 |  |  |  | 473,737 |
The Company is authorized to issue 25.0 million shares of preferred stock, $0.001 par value. As of December 31, 2024, the rights, preferences, privileges and restrictions on the remaining authorized 18.4 million shares of preferred stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. 10.00% Series E Cumulative Redeemable Perpetual Preferred Stock (the “Series E Preferred Stock”) On November 11, 2024 the Company filed a Certificate of Designation, Rights and Preferences (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series E Preferred Stock. The following is a summary description of those terms and the general effect of the issuance of the shares of Series E Preferred Stock on the Company’s other classes of registered securities. The Series E Preferred Stock will, as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, rank: (1) senior to all classes or series of Common Stock and to all other equity securities issued by the Company other than equity securities referred to in clauses (2) and (3); (2) on parity with any future class or series of the Company’s equity securities expressly designated as ranking on parity with the Series E Preferred Stock, (3) junior to the Company’s Series A Cumulative Redeemable Perpetual Preferred Stock and its Series C Convertible Preferred Stock; and all equity securities issued by the Company expressly designated as ranking senior to the Series E Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness. To the extent the shares of Series E Preferred Stock are issued, the Company will pay cumulative cash dividends on the Series E Preferred Stock when, as and if declared by its board of directors (or a duly authorized committee of its board of directors), only out of funds legally available for payment of dividends. Dividends on the Series E Preferred Stock will accrue on the stated amount of $25.00 per share of the Series E Preferred Stock at a rate per annum equal to 10.00% (equivalent to $3.00 per year), payable monthly in arrears. The Series E Preferred Stock is redeemable by the Company. Holders of shares of the Series E Preferred Stock generally will have no voting rights, except as required by law and as provided in the Certificate of Designation. Voting rights for holders of the Series E Preferred Stock exist primarily with respect to material and adverse changes in the terms of the Series E Preferred Stock and the creation of additional classes or series of preferred stock that rank senior to the Series E Preferred Stock. Distribution of Series E Preferred Stock to Class A Common and Series C Preferred Stockholders On November 13, 2024, the Company announced the distribution of 0.7 million shares of its Series E Preferred Stock, a $16.3 million stated value, to holders of Class A common stock and Series C preferred stock on an as-converted basis. The record date for this dividend was November 26, 2024, and the payment date was December 9, 2024. Series F Preferred Stock On November 22, 2024, the Company filed a Certificate of Designation, Rights and Preferences with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Company’s Series F Exchangeable Preferred Stock (the “Series F Preferred Stock”). The following is a summary description of those terms and the general effect of the issuance of the shares of Series F Preferred Stock on the Company’s other classes of registered securities. There are 1.0 million shares of the Series F Preferred Stock designated. Each share of Series F Preferred Stock is exchangeable, at the option of its holder, into (i) 10 shares of Class A Common Stock of Ault Capital Group, Inc., a Nevada corporation and currently a wholly owned subsidiary of the Company (“ACG”) and (ii) five shares of Class B Common Stock of ACG at any time beginning on the later of (i) one year after issuance of the Series F Preferred Stock and (ii) the date of the registration under the Securities Act of all of the shares of Ault Class A Common Stock and Ault Class B Common Stock issuable upon the Exchange of the Series F Preferred Stock. The Series F Preferred Stock will, as to rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, rank: (1) senior to all classes or series of Common Stock and to all other equity securities issued by the Company other than equity securities referred to in clauses (2) and (3); (2) on parity with any future class or series of the Company’s equity securities expressly designated as ranking on parity with the Series F Preferred Stock, (3) junior to the Company’s Series A Cumulative Redeemable Perpetual Preferred Stock, Series C Convertible Preferred Stock, Series D Preferred Stock and Series E Cumulative Redeemable Perpetual Preferred Stock; and all equity securities issued by the Company expressly designated as ranking senior to the Series F Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness. Distribution of Series F Preferred Stock to Class A Common and Series C Preferred Stockholders On November 26, 2024, the Company announced the distribution of 1.0 million shares of its Series F Exchangeable Preferred Stock to holders of its Class A Common Stock and Series C Convertible Preferred Stock. The record date for this dividend was December 13, 2024, and the payment date was December 23, 2024. Series G Convertible Preferred Stock On December 21, 2024, the Company filed a Certificate of Designation (the “Series G Certificate of Designation”), which was amended on February 5, 2025, with the Secretary of State of Delaware to establish the rights and preferences of the Series G Convertible Preferred Stock (the “Series G Preferred Stock”). Each share 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 or (ii) the lesser of (A) $6.74 or (B) 105% of the volume weighted average price for the ten trading days prior to conversion. The conversion price is subject to adjustments for certain dilutive events. Holders of Series G Preferred Stock vote with common stockholders on an as-converted basis, subject to a voting floor price of $6.244 (as amended from $5.38). The stock ranks senior to Series A, D, E, and F Preferred Stock in liquidation but is on parity with Series C Preferred Stock. Series G Preferred Stock stockholders receive cumulative cash dividends at an annual rate of 9.5% ($95.00 per share), payable monthly. For the first two years, the Company may elect to pay dividends in Class A common stock at the conversion price. If dividends are in arrears, the rate increases to 12% per annum, payable in cash, additional Series G Preferred Stock, or, if applicable, freely tradeable Class A common stock. In the event of liquidation, holders receive the stated value before distributions to junior classes. A change of control is treated as a liquidation event. Series G Preferred Stock Sales Agreement with Ault & Company On December 21, 2024, 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 25,000 shares of Series G Preferred Stock and warrants (the “Series G Warrants”) to purchase shares of Class A common stock for a total purchase price of up to $25.0 million. There were no sales under the Agreement during the year ended December 31, 2024. At closing, the Company will issue the Purchaser the Series G Warrants, which grant Ault & Company the right to purchase a specified number of shares of Class A common stock (the “Warrant Shares”). The exercise price of the Series G Warrants is $5.92 (the “Exercise Price”) and the number of Warrant Shares is 4.2 million, which is the figure derived by dividing the actual investment amount by the Exercise Price. The Exercise Price is subject to adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Series G Warrants have a five-year term, expiring on the fifth anniversary of issuance, and become exercisable on the first business day after the six-month anniversary of issuance. Between January and April 2025, the Company sold to Ault & Company an aggregate of 960 shares of Series G Convertible Preferred Stock and Series G Warrants to purchase 0.2 million shares of Class A common stock, for a purchase price of $1.0 million. Series C Convertible Preferred Stock On December 14, 2023, pursuant to the securities purchase agreement the Company entered into with Ault & Company, dated as of November 6, 2023, the Company sold to Ault & Company, in three separate closings that occurred on the closing date, an aggregate of 41,500 shares of Series C Preferred Stock and warrants (the “Series C Warrants”) to purchase 0.4 million shares of Class A common stock, for a total purchase price of $41.5 million. The proceeds from the sale of Series C Preferred Stock were used in part to pay $17.5 million to satisfy the outstanding balance on the outstanding senior secured convertible promissory note with Ault & Company. The senior secured convertible promissory note with Ault & Company had an unamortized debt discount of $4.2 million outstanding, which was recorded as a loss on extinguishment of debt. In addition, the Company paid $20.4 million to pay the $20.2 million outstanding balance of the 8% senior secured promissory notes, plus $0.2 million accrued interest payable. The 8% senior secured promissory notes had an unamortized debt discount of $3.2 million outstanding, which was recorded as a loss on extinguishment of debt. On December 14, 2023, the Company, along with its wholly owned subsidiaries Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending, Ault Aviation, LLC (“Ault Aviation”) and AGREE (collectively with the Company, Sentinum, Third Avenue, ACS, BNI Montana, Ault Lending and Ault Aviation, the “Guarantors”) entered into a Loan and Guaranty Agreement (the “Loan Agreement”) with institutional lenders, pursuant to which Ault & Company borrowed $36 million and issued secured promissory notes to the lenders in the aggregate amount of $38.9 million (collectively, the “Secured Notes”; and the transaction, the “Loan”). Pursuant to the Loan Agreement, the Guarantors, as well as Milton C. Ault, III, the Company’s Executive Chairman and the Chief Executive Officer of Ault & Company, agreed to act as guarantors for repayment of the Secured Notes. In addition, certain Guarantors entered into various agreements as collateral in support of the guarantee of the Secured Notes, including (i) a security agreement by Sentinum, pursuant to which Sentinum granted to the Lenders a security interest in (a) 19,226 Antminers (the “Miners”), (b) all of the digital currency mined or otherwise generated from the Miners and (c) the membership interests of ACS, (ii) a security agreement by the Company, Ault Lending, BNI Montana and AGREE, pursuant to which those entities granted to the lenders a security interest in substantially all of their assets, as well as a pledge of equity interests in Ault Aviation, AGREE, Sentinum, Third Avenue, Ault Energy, LLC, the Company’s wholly owned subsidiary, Ault Disruptive, Eco Pack Technologies, Inc., the Company’s wholly owned subsidiary, and Circle 8 Holdco, (iii) a mortgage and security agreement by Third Avenue on the Florida Property, (iv) a future advance mortgage by ACS on the real estate property owned by ACS in Dowagiac, Michigan (the “Michigan Property”), (v) an aircraft mortgage and security agreement by Ault Aviation on a private aircraft owned by Ault Aviation (the “Aircraft”), and (vi) deposit account control agreements over certain bank accounts held by certain of the Company’s subsidiaries. In addition, pursuant to the Loan Agreement, the Company agreed to establish a segregated deposit account (the “Segregated Account”), which would be used as a further guarantee of repayment of the Secured Notes. $3.5 million of cash was paid into the Segregated Account on the closing date. The Company was required to have the minimum balance in the Segregated Account be not less than $7 million, $15 million, $20 million and $27.5 million on the four-month, nine-month, one-year and two-year anniversaries of the closing date, respectively. In addition, starting on March 31, 2024, the Company was required to deposit $0.3 million monthly into the Segregated Account, which increased to $0.4 million monthly starting March 31, 2025. Further, the Company agreed to deposit into the Segregated Account, (i) up to the first $7 million of net proceeds, if any, from the sale of the Hilton Garden Inn in Madison West, the Residence Inn in Madison West, the Courtyard in Madison West, and the Hilton Garden Inn in Rockford; (ii) 50% of cash dividends (on a per dividend basis) received from Circle 8 on or after June 30, 2024; (iii) 30% of the net proceeds from any bond offerings the Company conducts, which shall not exceed $9 million in the aggregate; and (iv) 25% of the net proceeds from cash flows, collections and revenues from loans or other investments made by Ault Lending (including but not limited to sales of loans or investments, dividends, interest payments and amortization payments), which shall not exceed $5 million in the aggregate. In addition, if the Company decides to sell certain assets, the Company further agreed to deposit funds into the Segregated Account from the sale of those assets, including, (i) $15 million from the sale of the Florida Property, (ii) $11 million from the sale of the Aircraft, (iii) $17 million from the sale of the Michigan Property, (iv) $350 per Miner, subject to a de minimis threshold of $1 million, and (v) $10 million from the sale of Circle 8. Pursuant to the Company’s financial guarantee obligations noted above, the Company recorded a guarantee liability of $38.9 million using the practical expedient to fair value as set forth in ASC 460-10-30-2(a) and recorded an expense of $35.4 million (the amount of the guarantee liability, less the $3.5 million restricted cash in the Segregated Account) within other income (expense) on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. The guarantee written by the Company represents a variable interest in Ault & Company. Ault & Company, founded in 2015, is a private holding company focused on acquiring undervalued assets and disruptive technologies within the commercial, defense, aerospace, industrial, hospitality, technology and real estate sectors. Mr. Ault is the Founder and Executive Chairman of its Board of Directors. Ault & Company has demonstrated its ability to raise capital independently, on a limited basis, however given the nature of its strategic investment policy, there is no requirement for it to raise additional capital until and unless a strategic opportunity presents itself that requires additional capital. The nature and amount of the financing that the Company guaranteed indicates that Ault & Company’s lender required the Company’s collateral and support to close the December 2023 financing. The accounting guidance requires the Company to perform an analysis to determine whether its variable interest gives it a controlling financial interest in Ault & Company. The Company performed a VIE analysis and determined that given the control structure and ownership of Ault & Company that the Company would not be able to remove the key operating decision maker, Mr. Ault, from his leadership role at Ault & Company and therefore the Company does not meet the power criterion to be considered the primary beneficiary of Ault & Company. During the year ended December 31, 2024, the Company sold to Ault & Company an aggregate of 8,500 shares of Series C Preferred Stock and Warrants to purchase 0.1 million shares of Class A common stock, for a total purchase price of $8.5 million, respectively. Amendments to Loan and Guarantee Agreement On September 17, 2024, the loan and guarantee agreement, dated as of December 14, 2023, as amended, pursuant to which the Company has guaranteed financial obligations of Ault & Company borrowings, was amended regarding the Company’s obligations to fund the restricted cash Segregated Account. The Company agreed to deposit in the Segregated Account: (i) $0.4 million monthly commencing on September 30, 2024 and ending on February 28, 2025; and (ii) $0.5 million monthly commencing on March 31, 2025 and ending on the earlier of the term loan maturity date, prepayment of the term loan in full or the date on which the balance of the Segregated Account exceeds 110% of the outstanding balance of the term loan. As of December 31, 2024, the Company had deposited $18.4 million in the Segregated Account. On March 7, 2025 the loan and guarantee agreement, dated as of December 14, 2023, as amended, pursuant to which the Company has guaranteed financial obligations of Ault & Company borrowings, was further amended regarding the Company’s obligations to fund the restricted cash Segregated Account. Pursuant to the March 7, 2025 amendment, the Company agreed to deposit in the Segregated Account: (i) $0.2 million monthly commencing on April 11, 2025 and ending on June 11, 2025; and (ii) $0.4 million monthly commencing on July 11, 2025 and ending on the earlier of the term loan maturity date, prepayment of the term loan in full or the date on which the balance of the Segregated Account exceeds 110% of the outstanding balance of the term loan. Common ATM Offering During the year ended December 31, 2024, the Company sold an aggregate of 0.7 million shares of Class A common stock pursuant to the At-The-Market issuance sales agreement, as amended, entered into with Ascendiant Capital Markets, LLC in 2023 (the “2023 Common ATM Offering”) for gross proceeds of $14.6 million. ELOC Purchase Agreement On June 20, 2024, the Company entered into a purchase agreement, as amended on November 1, 2024 (the “ELOC Purchase Agreement”) with Orion Equity Partners, LLC (“Orion”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct Orion to purchase up to an aggregate of $37.5 million of shares of Series D Preferred Stock over the 36-month term of the ELOC Purchase Agreement at a purchase price equal to 94.5% of the average closing stock price during the seven consecutive trading days immediately preceding a given purchase date. The ELOC Purchase Agreement may be terminated by the Company at any time after commencement, at its discretion, provided that at the time of termination, the Company does not have any outstanding amounts owed to the Lenders, who are affiliates of Orion, pursuant to the Credit Agreement. During the year ended December 31, 2024, there were no purchases under the ELOC Purchase Agreement.

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