| | Item 3 is hereby amended and restated to read 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 of the other 721,298 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 $273,194, including brokerage commissions.
The aggregate purchase price of the 200,000 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 2,700,005 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 $3,213,771, including brokerage commissions.
The purchase price of the 50,000 shares of Series C Preferred Stock owned directly by Ault & Company, which are currently convertible into 432,900,430 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, 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 8,311,688 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable into 162,217 Class A Shares, 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 34,632,035 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, 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 2,000,000, 2,000,000, 1,500,000 and 1,000,000 Class A Shares, respectively, in their capacity as an officer of the Issuer, which have a strike price of $0.72 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) 437,697,031 Shares outstanding as of June 12, 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, 1,125,000 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days, (iii) solely with respect to Mr. Nisser, 843,750 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, 562,500 Shares underlying certain options held by him that are currently exercisable or become exercisable within 60 days.
Based on the 437,697,031 Class A Shares, 23,910,638 Class B Shares, 3,000 shares of Series B Preferred Stock, 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 June 12, 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 22.75% and 22.86%, 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 493,862,908 Class A Shares, consisting of (i) 2,700,005 Class A Shares, (ii) 14,679,698 shares of Class A Shares issuable upon conversion of 14,679,698 Class B Shares, (iii) 432,900,430 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock, (iv) 8,311,688 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock, (v) 34,632,035 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. 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. 15, 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 $0.1155.
Percentage: 53.2%
As of the date hereof, Mr. Ault may be deemed to beneficially own 495,710,929 Class A Shares, consisting of (i) 1,125,000 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) 721,300 Class A Shares beneficially owned directly (iii) 1,721 Class A Share issuable upon conversion of 1,721 Class B Shares beneficially owned directly and (iv) the 493,862,908 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: 53.3%
As of the date hereof, Mr. Horne beneficially owned 1,325,001 Class A Shares, consisting of (i) 1,125,000 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) 200,000 Class A Shares and (iii) one Class A Share issuable upon conversion of one Class B Share.
Percentage: Less than 1%
As of the date hereof, Mr. Nisser beneficially owned 843,753 Class A Shares, consisting of (i) 843,750 Class A Shares issuable upon exercise of stock options that are currently exercisable or exercisable within 60 days, (ii) two Class A Shares and (iii) one Class A Share issuable upon conversion of one Class B Share.
Percentage: Less than 1%
As of the date hereof, Mr. Cragun beneficially owned 562,500 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: 493,862,908
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 493,862,908
Mr. Ault:
1. Sole power to vote or direct vote: 1,848,021
2. Shared power to vote or direct vote: 493,862,908
3. Sole power to dispose or direct the disposition: 1,848,021
4. Shared power to dispose or direct the disposition: 493,862,908
Mr. Horne:
1. Sole power to vote or direct vote: 1,325,001
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,325,001
4. Shared power to dispose or direct the disposition: 0
Mr. Nisser:
1. Sole power to vote or direct vote: 843,753
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 843,753
4. Shared power to dispose or direct the disposition: 0
Mr. Cragun:
1. Sole power to vote or direct vote: 562,500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 562,500
4. Shared power to dispose or direct the disposition: 0 |
