| | Item 3 of the Schedule 13D is hereby amended and restated in its entirety 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 for the other 19,248 Class A Shares owned directly by Mr. Ault is approximately $159,427. The Class B Shares owned by the Reporting Persons were issued as a stock dividend by the Issuer. The aggregate purchase price of the 19,249 Class A Shares owned directly by Ault & Company is approximately $2,668,786. The purchase price of the 50,000 shares of Series C Preferred Stock owned directly by Ault & Company, which are currently convertible into 134,952,770 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 (the "Series C Warrants"), 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 2,591,093 Class A Shares, and warrants owned directly by Ault & Company, which are currently exercisable into 162,217 Class A Shares (the "Series G Warrants"), 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 5,068,221 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 (the "Warrants"), 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. |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Class A Shares reported owned by each Reporting Person is based upon 129,918,554 Class A Shares outstanding, which is the total number of Class A Shares outstanding as of September 29, 2025, as reported by the Issuer to the Reporting Persons. Based on the 129,918,554 Class A Shares, 4,989,166 Class B Shares, 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 September 29, 2025, 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 25.90% and 25.92%, 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. A. Ault & Company (a) As of the date hereof, Ault & Company may be deemed to beneficially own 147,504,946 Class A Shares, consisting of (i) 19,249 Class A Shares, (ii) 4,234,561 Class A Shares issuable upon conversion of 4,234,561 Class B Shares, (iii) 134,952,770 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock, (iv) 2,591,093 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock, (v) 5,068,221 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. Excludes 5,728,000 shares of Class A Shares issuable upon conversion of Series H Preferred Stock due to NYSE American limitations on conversion without stockholder approval. 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. 12, 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 $0.3705. Percentage: 53.17%. B. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 147,524,542 Class A Shares, consisting of (i) 19,250 Class A Shares, (ii) 346 Class A Shares issuable upon conversion of 346 Class B Shares, (iii) 19,249 Class A Shares held by Ault & Company, (iv) 4,234,561 Class A Shares issuable upon conversion of 4,234,561 Class B Shares held by Ault & Company, (v) 134,952,770 Class A Shares issuable upon conversion of 50,000 shares of Series C Convertible Preferred Stock held by Ault & Company, (vi) 2,591,093 Class A Shares issuable upon conversion of 960 shares of Series G Convertible Preferred Stock held by Ault & Company, (vii) 5,068,221 Class A Shares issuable upon conversion of 4,000 shares of Series H Convertible Preferred Stock held by Ault & Company and (viii) 639,052 Class A Shares issuable upon exercise of outstanding warrants held by Ault & Company. Excludes 5,728,000 shares of Class A Shares issuable upon conversion of Series H Preferred Stock due to NYSE American limitations on conversion without stockholder approval. 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. 12, 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 $0.3705. Mr. Ault may be deemed to beneficially own the Shares owned directly by Ault & Company by virtue of his relationship with Ault & Company described in Item 2. Percentage: 53.18% C. William B. Horne (a) As of the date hereof, Mr. Horne may be deemed to beneficially own one (1) Class A Share, representing one (1) Class A Share issuable upon conversion of one (1) Class B Share. Percentage: 0.0%. D. Henry C.W. Nisser (a) As of the date hereof, Mr. Nisser may be deemed to beneficially own three (3) Class A Shares, consisting of (i) two (2) Class A Shares and (ii) one (1) Class A Share issuable upon conversion of one (1) Class B Share. Percentage: 0.0%. E. Kenneth S. Cragun (a) As of the date hereof, Mr. Cragun is not deemed to beneficially own any Class A Shares. Percentage: 0% |
| (b) | A. Ault & Company (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 147,504,946, 3. Sole power to dispose or direct the disposition: 0, 4. Shared power to dispose or direct the disposition: 147,504,946. B. Milton C. Ault, III (b) 1. Sole power to vote or direct vote: 19,596, 2. Shared power to vote or direct vote: 147,504,946, 3. Sole power to dispose or direct the disposition: 19,596, 4. Shared power to dispose or direct the disposition: 147,504,946. C. William B. Horne (b) 1. Sole power to vote or direct vote: 1, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 1, 4. Shared power to dispose or direct the disposition: 0. D. Henry C.W. Nisser (b) 1. Sole power to vote or direct vote: 3, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 3, 4. Shared power to dispose or direct the disposition: 0. E. Kenneth S. Cragun (b) 1. Sole power to vote or direct vote: 0, 2. Shared power to vote or direct vote: 0, 3. Sole power to dispose or direct the disposition: 0, 4. Shared power to dispose or direct the disposition: 0 |
