| | Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 294,501 Class A Shares beneficially owned by Mr. Ault that were purchased directly by Mr. Ault with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is approximately $320,964, including brokerage commissions.
The aggregate purchase price of the 40,000 Class A Shares beneficially owned by Mr. Horne that were purchased directly by Mr. Horne with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is approximately $33,770, including brokerage commissions.
The Class B Shares owned by the Reporting Persons were issued as stock dividends by the Issuer.
The aggregate purchase price of the 700,001 Class A Shares beneficially owned by Ault & Company that were purchased directly by Ault & Company with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases is approximately $3,270,070, including brokerage commissions.
The purchase price of the 50,000 shares of Series C Convertible Preferred Stock owned directly by Ault & Company, which are currently convertible into 166,666,669 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable (or are exercisable within 60 days) into 84,470 Class A Shares, is $50,000,000.
The purchase price of the 960 shares of Series G Convertible Preferred Stock owned directly by Ault & Company, which are currently convertible into 3,200,000 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable into 32,444 Class A Shares, is $960,000.
The purchase price of the 4,000 shares of Series H Convertible Preferred Stock owned directly by Ault & Company, which are currently convertible into 13,333,333 Class A Shares is $4,000,000.
The remaining warrants owned directly by Ault & Company, which are currently exercisable into 10,899 Class A Shares, 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.
Messrs. Ault, Horne, Nisser and Cragun have been awarded stock options to purchase 400,000, 400,000, 300,000 and 200,000 Class A Shares, respectively, in their capacity as an officer of the Issuer, which have a strike price of $3.60 per share, expire on July 30, 2035. Fifty percent (50%) of these options vested and became exercisable on the date that receipt of approval of the option grants by the Issuer's stockholders and the NYSE American. Stockholder approval was obtained on April 10, 2026 and approval from the NYSE American was obtained on May 6, 2026, so May 6, 2026 was the date that these options vested and became exercisable. The remaining 50% vest in equal monthly increments over 24 months beginning June 1, 2026. |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon (i) 137,528,431 Shares outstanding as of August 28, 2026, which is the total number of Shares outstanding as reported by the Issuer to the Reporting Persons, (ii) solely with respect to Messrs. Ault and Horne, 241,667 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days, (iii) solely with respect to Mr. Nisser, 181,250 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days and (iv) solely with respect to Mr. Cragun, 120,834 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days.
Based on the 137,528,431 Class A Shares, 4,774,348 Class B Shares, 3,000 shares of Series B Preferred Stock, 50,000 shares of Series C Convertible Preferred Stock, 960 shares of Series G Convertible Preferred Stock and 4,000 shares of Series H Convertible Preferred Stock outstanding as of August 31, 2026, 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 16.76% and 16.92%, 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.
As of the date hereof, Ault & Company may be deemed to beneficially own 186,963,677 Class A Shares, consisting of (i) 700,001 Class A Shares, (ii) 2,935,861 shares of Class A Shares issuable upon conversion of 2,935,861 Class B Shares, (iii) 166,666,669 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock, (iv) 3,200,000 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock, (v) 13,333,333 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock and (vi) 127,813 Class A Shares issuable upon exercise of outstanding warrants. Each share of Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and 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) 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. 16, the calculations for the number of Class A Shares issuable upon conversion of the Series C Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock are based upon a conversion price of $0.30.
Percentage: 57.7%
As of the date hereof, Mr. Ault may be deemed to beneficially own 187,500,466 Class A Shares, consisting of (i) 241,667 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) 294,501 Class A Shares beneficially owned directly (iii) 621 Class A Share issuable upon conversion of 621 Class B Shares beneficially owned directly and (iv) the 186,963,677 Class A Shares beneficially owned by Ault & Company, that, as the Chief Executive Officer and Chairman of A&C, Mr. Ault may be deemed to beneficially own.
Percentage: 57.9%
As of the date hereof, Mr. Horne beneficially owned 281,667 Class A Shares, consisting of (i) 241,667 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days and (ii) 40,000 Class A Shares.
Percentage: Less than 1%
As of the date hereof, Mr. Nisser beneficially owned 181,250 Class A Shares, representing Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.
Percentage: Less than 1%
As of the date hereof, Mr. Cragun beneficially owned 120,834 Class A Shares, representing Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days.
Percentage: Less than 1% |
| (b) | Item 5(b) is hereby amended and restated as follows:
Ault & Company:
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 186,963,677
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 186,963,677
Mr. Ault:
1. Sole power to vote or direct vote: 536,789
2. Shared power to vote or direct vote: 186,963,677
3. Sole power to dispose or direct the disposition: 536,789
4. Shared power to dispose or direct the disposition: 186,963,677
Mr. Horne:
1. Sole power to vote or direct vote: 281,667
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 281,667
4. Shared power to dispose or direct the disposition: 0
Mr. Nisser:
1. Sole power to vote or direct vote: 181,250
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 181,250
4. Shared power to dispose or direct the disposition: 0
Mr. Cragun:
1. Sole power to vote or direct vote: 120,834
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 120,834
4. Shared power to dispose or direct the disposition: 0 |
