SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AULT MILTON C III

(Last)

(First)

(Middle)

11411 SOUTHERN HIGHLANDS PARKWAY

SUITE 240

(Street)

LAS VEGAS

89141

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ault Alliance, Inc. [ AULT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Senior Secured Convertible Promissory Note	⁽¹⁾	10/13/2023		P		$17,519,832		10/20/2023	10/12/2028	Common Stock	⁽¹⁾⁽²⁾	$17,519,832	$17,519,832	I	By Ault & Company, Inc.⁽³⁾
Warrant to Purchase Common Stock	$0.1837	10/13/2023		P		47,685,988		04/15/2024	10/13/2028	Common Stock	47,685,988⁽²⁾	⁽⁴⁾	47,685,988	I	By Ault & Company, Inc.⁽³⁾

Explanation of Responses:

1. On October 13, 2023 (the "Closing Date"), the Issuer issued a 10% Senior Secured Convertible Promissory Note (the "Note") to Ault & Company, Inc. ("Ault & Co."), with a principal face amount of $17,519,832. The Note bears interest at the rate of 10% per annum and matures on October 12, 2028. Interest is payable, at Ault & Co.'s option, in cash or shares of common stock at the applicable Conversion Price (as defined below). The Note is convertible, at Ault & Co.'s option, into shares of common stock ("Conversion Shares") at a conversion price that is the greater of (i) $0.10 per share (the "Floor Price"), which such Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) the lesser of (A) $0.2952 or (B) 105% of the closing sale price of the Common Stock on the trading day immediately prior to the date of conversion (the "Conversion Price").

2. The Company may not issue Conversion Shares and/or shares of common stock issuable upon exercise of the warrants issued in connection with the purchase of the Note to the extent such issuances would result in an aggregate number of shares of common stock exceeding, 5,724,888, which represented 19.99% of the total shares of common stock issued and outstanding as of the Closing Date, in accordance with the rules and regulations of the NYSE American, LLC unless the Issuer first obtains stockholder approval.

3. Milton C. Ault, III, is the Chief Executive Officer of Ault & Co. and is deemed to beneficially own the shares held by Ault & Co.

4. The warrants were received as additional consideration for the purchase of the Note.

	/s/ Milton C. Ault, III	10/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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SEC Form 4 filed by Ault Milton C Iii