GPUS 10-K/A

Hyperscale Data, Inc. (GPUS)

10-K/A 2024-09-24 For: 2023-12-31

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Added on April 06, 2026

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Delaware	94-1721931
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	GPUS	NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share	GPUS PRD	NYSE American

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer þ	Smaller reporting company þ
Emerging growth company ¨

		Page
PART II
Item 8.	Financial Statements and Supplementary Data	F-1 – F-54
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5
	Signatures	8

Exhibit Number		Description
2.1		Agreement and Plan of Merger dated January 7, 2021. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 3.1 thereto.
2.2		Agreement and Plan of Merger dated December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 2.1 thereto.
2.3		Agreement and Plan of Merger dated December 20, 2022. Incorporated by reference to the Current Report on Form 8-K filed on December 21, 2022 as Exhibit 2.1 thereto.
3.1		Certificate of Incorporation, dated September 22, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.1 thereto.
3.2		Certificate of Designations of Rights and Preferences of 10% Series A Cumulative Redeemable Perpetual Preferred Stock, dated September 13, 2018. Incorporated herein by reference to the Current Report on Form 8-K filed on September 14, 2018 as Exhibit 3.1 thereto.
3.3		Certificate of Amendment to Certificate of Incorporation, dated January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2019 as Exhibit 3.1 thereto.
3.4		Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated March 14, 2019. Incorporated herein by reference to the Current Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto.
3.5		Certificate of Ownership and Merger. Incorporated by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit 2.1 thereto.
3.6		Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on December 1, 2021. Incorporated by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 3.1 thereto.
3.7		Certificate of Designation, Preferences and Rights relating to the 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated May 25, 2022. Incorporated by reference to the Registration Statement on Form 8-A filed on May 26, 2022 as Exhibit 3.6 thereto.
3.8		Certificate of Increase of the Designated Number of Shares of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 10, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 14, 2022 as Exhibit 3.1 thereto.
3.9		Certificate of Correction to the Certificate of Designation, Rights and Preferences of 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 17, 2022 as Exhibit 3.1 thereto.
3.10		Certificate of Amendment to Certificate of Incorporation (1-for-300 Reverse Stock Split of Common Stock), dated May 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on May 16, 2023 as Exhibit 3.1 thereto.
3.11		Certificate of Elimination of the Series E convertible redeemable preferred stock of Ault Alliance, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.1 thereto.
3.12		Certificate of Elimination of the Series F convertible redeemable preferred stock of Ault Alliance, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.2 thereto.
3.13		Certificate of Elimination of the Series G convertible redeemable preferred stock of Ault Alliance, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on August 18, 2023 as Exhibit 3.3 thereto.
3.14		Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Preferred Stock, dated November 15, 2023. Incorporated herein by reference to the Current Report on Form 8-K filed on November 21, 2023 as Exhibit 3.1 thereto.
3.15		Certificate of Elimination of the Series B convertible redeemable preferred stock of Ault Alliance, Inc. Incorporated herein by reference to the Current Report on Form 8-K filed on December 12, 2023 as Exhibit 3.1 thereto.
3.16		Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on January 12, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.2 thereto.
3.17		Second Amended and Restated Bylaws, effective as of January 11, 2024. Incorporated by reference to the Current Report on Form 8-K filed on January 12, 2024 as Exhibit 3.1 thereto.
3.18		Certificate of Increase to Certificate Designations of Preferences, Rights and Limitations of Series C Convertible Preferred Stock. Incorporated herein by reference to the Current Report on Form 8-K filed on April 4, 2024 as Exhibit 3.1 thereto.
4.1		Form of Warrant, dated as of May 28, 2020. Incorporated by reference to the Current Report on Form 8-K filed on May 29, 2020 as Exhibit 4.3 thereto.
4.2		Form of Warrant, dated June 26, 2020. Incorporated by reference to the Current Report on Form 8-K filed on June 29, 2020 as Exhibit 4.2 thereto.
4.3		Form of Warrant. Incorporated by reference to the Current Report on Form 8-K filed on July 17, 2020 as Exhibit 4.2 thereto.
4.4		Form of Warrant, dated October 22, 2020. Incorporated by reference to the Current Report on Form 8-K filed on October 23, 2020 as Exhibit 4.2 thereto.

Exhibit Number		Description
4.5		Form of Warrant dated October 27, 2020. Incorporated by reference to the Current Report on Form 8-K filed on October 27, 2020 as Exhibit 4.3 thereto.
4.6		Form of Warrant dated October 27, 2020. Incorporated by reference to the Current Report on Form 8-K filed on October 27, 2020 as Exhibit 4.4 thereto.
4.7		Form of Warrant issued to Esousa Holdings, LLC, dated November 19, 2020. Incorporated by reference to the Current Report on Form 8-K filed on November 20, 2020 as Exhibit 4.3 thereto.
4.8		Form of Senior Indenture between BitNile Holdings, Inc. and the Trustee. Incorporated by reference to the Registration Statement on Form S-3 filed on October 29, 2021 as Exhibit 4.1 thereto.
4.9		Form of Subordinated Indenture between BitNile Holdings, Inc. and the Trustee. Incorporated by reference to the Registration Statement on Form S-3 filed on October 29, 2021 as Exhibit 4.2 thereto.
4.10		Form of Class A Warrant, dated December 29, 2021. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2022 as Exhibit 4.2 thereto.
4.11		Form of Class B Warrant, dated December 29, 2021. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2022 as Exhibit 4.3 thereto.
4.12		Form of Note. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2022 as Exhibit 4.1 thereto.
4.13		Form of Class A Warrant. Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2022 as Exhibit 4.1 thereto.
4.14		Form of Class B Warrant. Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2022 as Exhibit 4.2 thereto.
4.15		Form of Note. Incorporated by reference to the Current Report on Form 8-K filed on December 19, 2022 as Exhibit 4.1 thereto.
4.16		Form of amendment #1 to senior secured promissory note. Incorporated by reference to the Quarterly Report on Form 10-Q filed on May 22, 2023 as Exhibit 10.7 thereto.
4.17		Form of 7.00% Senior Note due 2024. Incorporated by reference to the Current Report on Form 8-K filed on September 1, 2023 as Exhibit 4.1 thereto.
4.18		Form of 8.50% Senior Note due 2026. Incorporated by reference to the Current Report on Form 8-K filed on September 1, 2023 as Exhibit 4.2 thereto.
4.19		Form of 10.50% Senior Note due 2028. Incorporated by reference to the Current Report on Form 8-K filed on September 1, 2023 as Exhibit 4.3 thereto.
4.20		Form of Note. Incorporated by reference to the Current Report on Form 8-K filed on September 28, 2023 as Exhibit 4.1 thereto.
4.21		Form of Warrant issued October 13, 2023. Incorporated by reference to the Current Report on Form 8-K filed on October 16, 2023 as Exhibit 4.2 thereto.
4.22		Form of Warrant. Incorporated by reference to the Current Report on Form 8-K filed on November 7, 2023 as Exhibit 10.2 thereto.
4.23		Securities Purchase Agreement, dated as of November 14, 2023, by and between Ault Alliance, Inc. and RiskOn International, Inc. Incorporated by reference to the Current Report on Form 8-K filed on November 15, 2023 as Exhibit 10.1 thereto.
4.24		Form of Certificate of Designations of Rights, Preferences and Limitations of Series D Convertible Preferred Stock of RiskOn International, Inc. Incorporated by reference to the Current Report on Form 8-K filed on November 15, 2023 as Exhibit 10.2 thereto.
4.25		Note Purchase Agreement, dated March 11, 2024, by and among the Company and the Investors. Incorporated by reference to the Current Report on Form 8-K filed on March 12, 2024 as Exhibit 10.1 thereto.
4.26		Form of Note. Incorporated by reference to the Current Report on Form 8-K filed on March 12, 2024 as Exhibit 4.1 thereto.
4.27+		Description of Capital Stock.
10.1		Loan and Security Agreement between the Company and Avalanche International Corp., dated August 21, 2017. Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 10.1 thereto.
10.2		Amendment to MTIX Limited Purchase Order Number 2121. Incorporated by reference to the Current Report on Form 8-K filed on February 25, 2020 as Exhibit 10.2 thereto.
10.3*		2021 Stock Incentive Plan. Incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on July 6, 2021 as Appendix B thereto.
10.4*		2021 Employee Stock Purchase Plan. Incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on July 6, 2021 as Appendix C thereto.
10.5*		Form of Stock Option Grants. Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on August 26, 2021 as Exhibit 99.3 thereto.
10.6*		Form of Restricted Stock Unit Grants. Incorporated by reference to the Company’s Registration Statement on Form S-8 filed on August 26, 2021 as Exhibit 99.4 thereto.

Exhibit Number		Description
10.7		Form of Construction Loan Agreement. Incorporated by reference to the Current Report on Form 8-K filed on December 23, 2021 as Exhibit 10.1 thereto.
10.8		Form of Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing. Incorporated by reference to the Current Report on Form 8-K filed on December 23, 2021 as Exhibit 10.2 thereto.
10.9		Form of Assignment of Leases, Rents and Profits. Incorporated by reference to the Current Report on Form 8-K filed on December 23, 2021 as Exhibit 10.3 thereto.
10.10		Form of Guaranty. Incorporated by reference to the Current Report on Form 8-K filed on December 23, 2021 as Exhibit 10.4 thereto.
10.11*		2022 Stock Incentive Plan. Incorporated by reference to the Company’s Definitive Proxy Statement on Form DEF 14A filed on September 23, 2022 as Annex B thereto.
10.12		Form of Securities Purchase Agreement. Incorporated by reference to the Current Report on Form 8-K filed on December 19, 2022 as Exhibit 10.1 thereto.
10.13		Form of Guaranty. Incorporated by reference to the Current Report on Form 8-K filed on December 19, 2022 as Exhibit 10.3 thereto.
10.14		Form of Amended and Restated Amendment to Securities Purchase Agreement. Incorporated by reference to the Current Report on Form 8-K filed on January 3, 2023 as Exhibit 10.4 thereto.
10.15		Form of Share Exchange Agreement, entered into February 8, 2023. Incorporated by reference to the Current Report on Form 8-K filed on February 10, 2023 as Exhibit 10.1 thereto.
10.16		Form of Series B Preferred Stock Certificate of Designations. Incorporated by reference to the Current Report on Form 8-K filed on February 10, 2023 as Exhibit 10.2 thereto.
10.17		Form of Series C Preferred Stock Certificate of Designations. Incorporated by reference to the Current Report on Form 8-K filed on February 10, 2023 as Exhibit 10.3 thereto.
10.18		Form of Ault Alliance, Inc. Investor Agreement relating to 7.00% Senior Notes due 2024, 8.50% Senior Notes due 2026 and 10.50% Senior Notes due 2028. Incorporated by reference to the Current Report on Form 8-K filed on September 1, 2023 as Exhibit 10.1 thereto.
10.19		Securities Exchange Agreement, dated September 27, 2023, by and between the Company and the Investor. Incorporated by reference to the Current Report on Form 8-K filed on September 28, 2023 as Exhibit 10.1 thereto.
10.20		Securities Purchase Agreement, dated November 6, 2023, by and between Ault Alliance, Inc. and Ault & Company, Inc. Incorporated by reference to the Current Report on Form 8-K filed on November 7, 2023 as Exhibit 10.1 thereto.
10.21		Form of Loan and Guaranty Agreement, dated December 14, 2023. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.1 thereto.
10.22		Form of Security Agreement. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.2 thereto.
10.23		Form of Security Agreement. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.3 thereto.
10.24		Form of Florida Mortgage. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.4 thereto.
10.25		Form of Michigan Mortgage. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.5 thereto.
10.26		Form of Aircraft Mortgage. Incorporated by reference to the Current Report on Form 8-K filed on December 15, 2023 as Exhibit 10.6 thereto.
10.27		Amendment to the Securities Purchase Agreement, Certificate of Designation and Series C Warrants, dated March 25, 2024. Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2024 as Exhibit 10.3 thereto.
10.28+		Luxor Mining Pool Service Level Agreement, dated March 28, 2023, by and between Bitnile Inc. (n/k/a Sentinum Inc.) and Luxor Technology Corporation.
10.29+		Master Services Agreement, dated March 23, 2023, by and between Bitnile, Inc. (n/k/a Sentinum Inc.) and Core Scientific, Inc.
10.30		Amendment to the Loan and Guaranty Agreement, dated April 15, 2024. Incorporated by reference to the Current Report on Form 8-K filed on April 16, 2024 as Exhibit 10.1 thereto.
21+		List of subsidiaries.
23.1**		Consent of Marcum LLP.
23.2**		Consent of Ziv Haft, BDO member firm.
31.1**		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2**		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1***		Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
97.1+		Ault Alliance, Inc. Clawback Policy.
101.INS**		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	HYPERSCALE DATA, INC.

	By:	/s/ William B. Horne
		William B. Horne
		Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Kenneth S. Cragun
		Kenneth S. Cragun
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB ID Number 688)	F-2

Report of Independent Registered Public Accounting Firm – Ziv Haft. (PCAOB ID Number 1185)	F-4

Consolidated Balance Sheets as of December 31, 2023 and 2022	F-6

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022	F-8

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022	F-9

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-11

Notes to Consolidated Financial Statements	F-13 – F-54

	/S/ Ziv Haft.
	Certified Public Accountants (Isr.)
	BDO Member Firm


	December 31,		December 31,
	2023		2022
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	8,626,000	$	7,942,000
Restricted cash		4,966,000		732,000
Cash and marketable securities held in trust account		-		118,193,000
Marketable equity securities		27,000		6,590,000
Accounts receivable, net		10,839,000		19,322,000
Inventories		8,384,000		22,036,000
Investment in promissory notes and other, related party		3,968,000		2,868,000
Loans receivable, current		1,234,000		7,593,000
Prepaid expenses and other current assets		9,450,000		5,074,000
Current assets of discontinued operations		90,991,000		5,959,000
TOTAL CURRENT ASSETS		138,485,000		196,309,000

Cash and marketable securities held in trust account		2,200,000		-
Intangible assets, net		5,754,000		34,786,000
Goodwill		6,088,000		27,902,000
Property and equipment, net		108,829,000		146,779,000
Right-of-use assets		6,315,000		8,419,000
Investments in common stock, related parties		679,000		6,449,000
Investments in other equity securities		21,767,000		42,494,000
Other assets		9,073,000		5,841,000
Non-current assets of discontinued operations		-		92,535,000
TOTAL ASSETS	$	299,190,000	$	561,514,000

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	66,443,000	$	60,428,000
Operating lease liability, current		2,119,000		2,975,000
Notes payable, current		12,866,000		39,621,000
Notes payable, related party, current		2,375,000		352,000
Convertible notes payable, current		11,763,000		1,325,000
Redeemable non-controlling interests in equity of subsidiaries		-		117,993,000
Guarantee liability		38,900,000		-
Current liabilities of discontinued operations		70,361,000		2,631,000
TOTAL CURRENT LIABILITIES		204,827,000		225,325,000


	For the Year Ended
	December 31,
	2023			2022
Revenue	$	76,137,000		$	61,561,000
Revenue, digital currencies mining		33,107,000			16,693,000
Revenue, crane operations		49,198,000			2,739,000
Revenue, lending and trading activities		(1,998,000	)		36,644,000
Total revenue		156,444,000			117,637,000
Cost of revenue, products		57,788,000			44,508,000
Cost of revenue, digital currencies mining		36,446,000			21,508,000
Cost of revenue, crane operations		29,971,000			940,000
Cost of revenue, lending and trading activities		1,180,000			-
Total cost of revenue		125,385,000			66,956,000
Gross profit		31,059,000			50,681,000
Operating expenses
Research and development		7,234,000			2,773,000
Selling and marketing		33,529,000			29,364,000
General and administrative		77,806,000			60,302,000
Impairment of goodwill and intangible assets		47,561,000			13,064,000
Impairment of property and equipment		18,161,000			79,556,000
Impairment of deposit due to vendor bankruptcy filing		-			2,000,000
Impairment of mined digital currencies		489,000			3,099,000
Total operating expenses		184,780,000			190,158,000
Loss from operations		(153,721,000	)		(139,477,000	)
Other income (expense):
Interest and other income		5,294,000			2,594,000
Interest expense		(36,595,000	)		(37,342,000	)
Interest expense, related party		(664,000	)		-
Other expense, guarantee		(35,400,000	)		-
Loss on extinguishment of debt		(8,719,000	)		-
Loss on extinguishment of debt, related party		(4,164,000	)		-
Loss from investment in unconsolidated entity		(302,000	)		(924,000	)
Loss on deconsolidation of subsidiary		(3,040,000	)		-
Impairment of equity securities		(9,555,000	)		(11,500,000	)
Gain from bargain purchase of business		-			806,000
Gain on the sale of fixed assets		2,069,000			-
Change in fair value of warrant and derivative liabilities		4,544,000			(2,580,000	)
Total other expense, net		(86,532,000	)		(48,946,000	)
Loss before income taxes		(240,253,000	)		(188,423,000	)
Income tax provision (benefit)		337,000			(4,485,000	)
Net loss from continuing operations		(240,590,000	)		(183,938,000	)
Net loss from discontinued operations		(15,704,000	)		(5,895,000	)
Net loss		(256,294,000	)		(189,833,000	)
Net loss attributable to non-controlling interest		25,268,000			8,017,000
Net loss attributable to Ault Alliance, Inc.		(231,026,000	)		(181,816,000	)
Preferred dividends		(1,375,000	)		(393,000	)
Net loss available to common stockholders	$	(232,401,000	)	$	(182,209,000	)

Basic and diluted net loss per common share:
Continuing operations	$	(306.07	)	$	(5,877.13	)
Discontinued operations		(22.18	)		(196.50	)
Net loss per common share	$	(328.25	)	$	(6,073.63	)

Weighted average basic and diluted common shares outstanding		708,000			30,000

Comprehensive loss
Net loss available to common stockholders	$	(232,401,000	)	$	(182,209,000	)
Foreign currency translation adjustment		(997,000	)		(995,000	)
Other comprehensive loss		(997,000	)		(995,000	)
Total comprehensive loss	$	(233,398,000	)	$	(183,204,000	)


																												Accumulated
	Preferred Stock																					Additional						Other			Non-						Total
	Series A				Series B					Series C				Series D				Class A Common Stock				Paid-In			Accumulated			Comprehensive			Controlling			Treasury			Stockholders’
	Shares		Par Amount		Shares			Par Amount		Shares		Par Amount		Shares		Par Amount		Shares		Amount		Capital			Deficit			Loss			Interest			Stock			Equity
BALANCES, January 1, 2023		7,040	$	-		125,000		$	-		-	$	-		172,838	$	-		50,966	$	-	$	565,905,000		$	(329,078,000	)	$	(1,100,000	)	$	17,496,000		$	(29,235,000	)	$	223,988,000
Issuance of Class A common stock for restricted stock awards		-		-		-			-		-		-		-		-		199		-		-			-			-			-			-			-
Issuance of Series C preferred stock, related party		-		-		-			-		41,500		-		-		-		-		-		27,042,000			-			-			-			-			27,042,000
Fair value of warrants issued in connection with Series C preferred stock, related party		-		-		-			-		-		-		-		-		-		-		10,958,000			-			-			-			-			10,958,000
Series C preferred stock issuance costs		-		-		-			-		-		-		-		-		-		-		(500,000	)		-			-			-			-			(500,000	)
Issuance of Series D preferred stock		-		-		-			-		-		-		252,359		-		-		-		2,982,000			-			-			-			-			2,982,000
Series D preferred stock offering costs		-		-		-			-		-		-		-		-		-		-		(105,000	)		-			-			-			-			(105,000	)
Series B preferred stock exchanged for convertible note, related party		-		-		(125,000	)		-		-		-		-		-		-		-		(1,190,000	)		-			-			-			-			(1,190,000	)
Stock-based compensation																							6,615,000			-			-			4,253,000			-			10,868,000
Issuance of Class A common stock for cash		-		-		-			-		-		-		-		-		4,340,336		4,000		39,411,000			-			-			-			-			39,415,000
Financing cost in connection with sales of Class A common stock		-		-		-			-		-		-		-		-		-		-		(1,344,000	)		-			-			-			-			(1,344,000	)
Issuance of Class A common stock for conversion of preferred stock liabilities		-		-		-			-		-		-		-		-		5,736		-		912,000			-			-			-			-			912,000
Issuance of Class A common stock for conversion of debt		-		-		-			-		-		-		-		-		84,632		-		527,000			-			-			-			-			527,000
Class A common stock issued in connection with issuance of notes payable		-		-		-			-		-		-		-		-		1,590		-		162,000			-			-			-			-			162,000
Warrants issued in connection with issuance of convertible notes payable, related party		-		-		-			-		-		-		-		-		-		-		4,164,000			-			-			-			-			4,164,000
Remeasurement of Ault Disruptive subsidiary temporary equity		-		-		-			-		-		-		-		-		-		-		-			(5,990,000	)		-			-			-			(5,990,000	)
Increase in ownership interest of subsidiary		-		-		-			-		-		-		-		-		-		-		13,000			-			-			(1,086,000	)		-			(1,073,000	)
Non-controlling interest in RiskOn International, Inc. (“ROI”) subsidiary acquired		-		-		-			-		-		-		-		-		-		-		-			-			-			6,357,000			-			6,357,000
Non-controlling interest in Eco Pack Technologies Limited (“Eco Pack”) subsidiary acquired		-		-		-			-		-		-		-		-		-		-		-			-			-			856,000			-			856,000
Sale of subsidiary stock to non-controlling interests		-		-		-			-		-		-		-		-		-		-		-			-			-			7,342,000			-			7,342,000
Distribution to Circle 8 Crane Services, LLC (“Circle 8”) non-controlling interest		-		-		-			-		-		-		-		-		-		-		-			-			-			(729,000	)		-			(729,000	)
Deconsolidation of The Singing Machine Company, Inc. (“SMC”)		-		-		-			-		-		-		-		-		-		-		-			-			-			(7,966,000	)		-			(7,966,000	)
Purchase of treasury stock - Ault Alpha LP (“Ault Alpha”)		-		-		-			-		-		-		-		-		-		-		-			-			-			-			(1,336,000	)		(1,336,000	)
Net loss		-		-		-			-		-		-		-		-		-		-		-			(231,026,000	)		-			-			-			(231,026,000	)
Preferred dividends				-					-				-				-		-		-		-			(1,375,000	)		-			-			-			(1,375,000	)
Foreign currency translation adjustments		-		-		-			-		-		-		-		-		-		-		-			-			(997,000	)		-			-			(997,000	)
Net loss attributable to non-controlling interest		-		-		-			-		-		-		-		-		-		-		-			-			-			(25,268,000	)		-			(25,268,000	)
Distribution of securities of TurnOnGreen, Inc. (“TurnOnGreen”) to Ault Alliance Class A common stockholders ($2.02 per share)		-		-		-			-		-		-		-		-		-		-		(10,700,000	)		-			-			10,700,000			-			-
Other		-		-		-			-		-		-		-		-		-		-		-			-			-			2,000						2,000
BALANCES, December 31, 2023		7,040	$	-		-		$	-		41,500	$	-		425,197	$	-		4,483,459	$	4,000	$	644,852,000		$	(567,469,000	)	$	(2,097,000	)	$	11,957,000		$	(30,571,000	)	$	56,676,000


	For the Year Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(256,294,000	)	$	(189,833,000	)
Net loss from discontinued operations		(15,704,000	)		(5,895,000	)
Net loss from continuing operations		(240,590,000	)		(183,938,000	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		26,974,000			14,676,000
Amortization of debt discount		21,507,000			29,581,000
Amortization of right-of-use assets		2,882,000			1,745,000
Other expense, guarantee		35,400,000			-
Deferred tax benefit		-			(5,000,000	)
Impairment of goodwill and intangible assets		47,561,000			13,064,000
Impairment of property and equipment		18,161,000			79,556,000
Stock-based compensation		10,868,000			7,202,000
Impairment of deposit due to vendor bankruptcy filing					2,000,000
Accretion of original issue discount on notes receivable		-			(5,549,000	)
Gain on the sale of fixed assets		(2,069,000	)		-
Impairment of equity securities		15,755,000			11,500,000
Impairment of digital currencies		489,000			3,099,000
Realized gain on the sale of digital currencies		(520,000	)		(1,045,000	)
Revenue, digital currencies mining		(33,107,000	)		(16,693,000	)
Realized gains on sale of marketable securities		(8,437,000	)		(12,111,000	)
Unrealized (gains) losses on marketable securities		(2,509,000	)		13,889,000
Unrealized losses on investments in common stock, related parties		5,785,000			11,682,000
Unrealized gains on equity securities		-			(41,994,000	)
Income from cash held in trust		(2,590,000	)		-
Loss from investment in unconsolidated entity		302,000			924,000
Loss on remeasurement of investment in unconsolidated entity		-			2,700,000
Provision for loan losses		1,180,000			-
Change in the fair value of warrant and derivative liabilities		(4,544,000	)		1,672,000
Loss on extinguishment of debt		12,883,000			-
Loss on deconsolidation of subsidiary		3,040,000			-
Other		(1,173,000	)		(1,004,000	)
Changes in operating assets and liabilities:
Proceeds from the sale of digital currencies		29,111,000			15,832,000
Marketable equity securities		46,457,000			78,951,000
Accounts receivable		(415,000	)		(58,000	)
Inventories		4,312,000			(1,068,000	)
Prepaid expenses and other current assets		3,214,000			3,802,000
Other assets		(3,232,000	)		(3,969,000	)
Accounts payable and accrued expenses		15,662,000			9,466,000
Lease liabilities		(3,187,000	)		(1,919,000	)
Net cash (used in) provided by operating activities from continuing operations		(830,000	)		26,993,000
Net cash used in operating activities from discontinued operations		(4,598,000	)		(504,000	)
Net cash (used in) provided by operating activities		(5,428,000	)		26,489,000
Cash flows from investing activities:
Purchase of property and equipment		(8,666,000	)		(99,305,000	)
Investment in promissory notes and other, related parties		-			(2,200,000	)
Investments in common stock and warrants, related parties		-			(4,901,000	)
Purchase of SMC, net of cash received		-			(8,239,000	)
Purchase of GIGA, net of cash received		-			(3,687,000	)
Cash received upon acquisition of AVLP		-			1,245,000
Purchase of Circle 8, net of cash received		-			(11,101,000	)
Purchase of Eco Pack, net of cash received		(132,000	)		-
Cash decrease upon deconsolidation of subsidiary		(6,285,000	)		-
Acquisition of non-controlling interests		(1,072,000	)		(4,265,000	)
Purchase of marketable equity securities		-			(2,017,000	)
Sales of marketable equity securities		-			11,748,000
Investments in loans receivable		(501,000	)		(11,309,000	)
Principal payments on loans receivable		-			11,050,000
Investments in non-marketable equity securities		(10,952,000	)		(26,551,000	)
Proceeds from the sale of fixed assets		4,515,000			-
Other		(78,000	)		-
Net cash used in investing activities from continuing operations		(23,171,000	)		(149,532,000	)
Net cash used in investing activities from discontinued operations		(6,347,000	)		(9,111,000	)
Net cash used in investing activities		(29,518,000	)		(158,643,000	)


		Useful lives (in years)

Bitcoin mining equipment		3
Computer, software and related equipment		3 – 5
Office furniture and equipment		5 – 10
Crane rental equipment		7 – 10
Aircraft		7
Vehicles		5 – 7
Building and building improvements		29 – 39
Leasehold improvements		Over the term of the lease or the life of the asset, whichever is shorter.


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Ault Disruptive public warrants		(4,313,000	)
Issuance costs allocated to Ault Disruptive common stock		(6,867,000	)
Plus:
Remeasurement of carrying value to redemption value		14,173,000
Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2022		117,993,000
Less:
Redemptions of Ault Disruptive common stock		(120,064,000	)
Plus:
Remeasurement of carrying value to redemption value		1,963,000
Extension proceeds paid by the Ault Disruptive sponsor		2,332,000
Redeemable non-controlling interests in equity of subsidiaries as of December 31, 2023	$	2,224,000

Schedule of disaggregated revenues
	Year ended December 31, 2023
	GIGA		TurnOnGreen		Fintech			Sentinum		SMC		Energy		ROI		Total
Primary Geographical Markets
North America	$	13,161,000	$	3,879,000	$	-		$	34,523,000	$	31,099,000	$	49,431,000	$	305,000	$	132,398,000
Europe		8,351,000		29,000		-			-		238,000		666,000		-		9,394,000
Middle East and other		16,247,000		293,000		-			-		220,000		-		-		16,760,000
Revenue from contracts with customers		37,759,000		4,201,000		-			34,523,000		31,557,000		50,097,000		305,000		158,442,000
Revenue, lending and trading activities (North America)		-		-		(1,998,000	)		-		-		-		-		(1,998,000	)
Total revenue	$	37,759,000	$	4,201,000	$	(1,998,000	)	$	34,523,000	$	31,557,000	$	50,097,000	$	305,000	$	156,444,000

Major Goods or Services
Radio frequency/microwave filters	$	8,196,000	$	-	$	-		$	-	$	-	$	-	$	-	$	8,196,000
Power supply units and systems		8,973,000		4,201,000		-			-		-		-		-		13,174,000
Healthcare diagnostic systems		4,095,000		-		-			-		-		-		-		4,095,000
Defense systems		16,495,000		-		-			-		-		-		-		16,495,000
Digital currencies mining		-		-		-			33,107,000		-		-		-		33,107,000
Karaoke machines and related consumer goods		-		-		-			-		31,557,000		-		-		31,557,000
Crane rental		-		-		-			-		-		49,198,000		-		49,198,000
Other		-		-		-			1,416,000		-		899,000		305,000		2,620,000
Revenue from contracts with customers		37,759,000		4,201,000		-			34,523,000		31,557,000		50,097,000		305,000		158,442,000
Revenue, lending and trading activities		-		-		(1,998,000	)		-		-		-		-		(1,998,000	)
Total revenue	$	37,759,000	$	4,201,000	$	(1,998,000	)	$	34,523,000	$	31,557,000	$	50,097,000	$	305,000	$	156,444,000

Timing of Revenue Recognition
Goods transferred at a point in time	$	20,647,000	$	348,000	$	-		$	34,523,000	$	31,557,000	$	999,000	$	305,000	$	88,279,000
Services transferred over time		17,112,000		3,853,000		-			-		-		49,198,000		-		70,163,000
Revenue from contracts with customers	$	37,759,000	$	4,201,000	$	-		$	34,523,000	$	31,557,000	$	50,207,000	$	305,000	$	158,442,000

	Year ended December 31, 2022
	GIGA		TurnOnGreen		Fintech		Sentinum		SMC		Energy		Total
Primary Geographical Markets
North America	$	7,317,000	$	4,514,000	$	239,000	$	17,798,000	$	23,217,000	$	2,739,000	$	55,824,000
Europe		9,907,000		115,000		-		-		337,000		216,000		10,575,000
Middle East and other		13,031,000		893,000		-		-		670,000		-		14,594,000
Revenue from contracts with customers		30,255,000		5,522,000		239,000		17,798,000		24,224,000		2,955,000		80,993,000
Revenue, lending and trading activities (North America)		-		-		36,644,000		-		-		-		36,644,000
Total revenue	$	30,255,000	$	5,522,000	$	36,883,000	$	17,798,000	$	24,224,000	$	2,955,000	$	117,637,000

Major Goods or Services
Radio frequency/microwave filters	$	6,130,000	$	-	$	-	$	-	$	-	$	-	$	6,130,000
Power supply units and systems		11,605,000		5,522,000		-		-		-		-		17,127,000
Healthcare diagnostic systems		4,073,000		-		-		-		-		-		4,073,000
Defense systems		8,447,000		-		-		-		-		-		8,447,000
Digital currencies mining		-		-		-		16,693,000		-		-		16,693,000
Karaoke machines and related consumer goods		-		-		-		-		24,224,000		-		24,224,000
Crane rental		-		-		-		-		-		2,739,000		2,739,000
Other		-		-		239,000		1,105,000		-		216,000		1,560,000
Revenue from contracts with customers		30,255,000		5,522,000		239,000		17,798,000		24,224,000		2,955,000		80,993,000
Revenue, lending and trading activities		-		-		36,644,000		-		-		-		36,644,000
Total revenue	$	30,255,000	$	5,522,000	$	36,883,000	$	17,798,000	$	24,224,000	$	2,955,000	$	117,637,000

Timing of Revenue Recognition
Goods transferred at a point in time	$	18,430,000	$	5,519,000	$	239,000	$	17,798,000	$	24,224,000	$	216,000	$	66,426,000
Services transferred over time		11,825,000		3,000		-		-		-		2,739,000		14,567,000
Revenue from contracts with customers	$	30,255,000	$	5,522,000	$	239,000	$	17,798,000	$	24,224,000	$	2,955,000	$	80,993,000


	Fair Value Measurement at December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party	$	679,000	$	679,000	$	-	$	-
Investments in marketable equity securities		27,000		27,000		-		-
Cash and marketable securities held in trust account		2,200,000		2,200,000		-		-
Total assets measured at fair value	$	2,906,000	$	2,906,000	$	-	$	-

Liabilities:
Warrant and embedded conversion feature liabilities	$	1,742,000	$	-	$	-	$	1,742,000
Convertible promissory notes		22,485,000		-		-		22,485,000
Total liabilities measured at fair value	$	24,227,000	$	-	$	-	$	24,227,000


	Investments in other equity securities
Balance at January 1, 2023	$	13,340,000
Conversion to Level 1 marketable securities		(13,340,000	)
Balance at December 31, 2023	$	-

Schedule of marketable securities
	Marketable equity securities at December 31, 2023
			Gross unrealized		Gross unrealized
	Cost		gains		losses			Fair value
Common shares	$	5,119,000	$	12,000	$	(5,104,000	)	$	27,000

		Marketable equity securities at December 31, 2022
				Gross unrealized		Gross unrealized
		Cost		gains		losses			Fair value
Common shares	$	10,271,000	$	383,000	$	(4,064,000	)	$	6,590,000


	Digital Currencies
Balance at January 1, 2022	$	2,165,000
Additions of mined digital currencies		16,693,000
Payments to vendors		(418,000	)
Impairment of mined digital currencies		(3,099,000	)
Sales of digital currencies		(15,832,000	)
Realized gain on sales of digital currencies		1,045,000
Balance at December 31, 2022		554,000
Additions of mined digital currencies		29,100,000
Payments to vendors		(28,000	)
Impairment of mined digital currencies		(489,000	)
Sales of digital currencies		(29,111,000	)
Realized gain on sales of digital currencies		520,000
Balance at December 31, 2023	$	546,000

Schedule of inventories
	December 31,		December 31,
	2023		2022
Raw materials, parts and supplies	$	5,247,000	$	3,653,000
Work-in-progress		1,578,000		3,836,000
Finished products		1,559,000		14,547,000
Total inventories	$	8,384,000	$	22,036,000

Schedule of property and equipment
	December 31, 2023			December 31, 2022
Building, land and improvements	$	15,752,000		$	12,995,000
Bitcoin mining equipment		50,640,000			42,438,000
Crane rental equipment		34,469,000			32,453,000
Computer, software and related equipment		14,335,000			23,168,000
Aircraft		15,983,000			15,983,000
Other property and equipment		8,603,000			4,896,000
		139,782,000			131,933,000
Accumulated depreciation and amortization		(30,953,000	)		(5,882,000	)
Property and equipment placed in service, net		108,829,000			126,051,000
Construction in progress AVLP equipment		-			9,400,000
Deposits on Bitcoin mining equipment		-			11,328,000
Property and equipment, net	$	108,829,000		$	146,779,000

Schedule of depreciation
	For the Year Ended December 31,
	2023		2022
Depreciation expense	$	25,660,000	$	13,939,000

Schedule of intangible asset
Definite lived intangible assets:	Useful Life	December 31, 2023			December 31, 2022
Developed technology	3-8 years	$	1,949,000		$	24,584,000
Customer list	8-10 years		3,596,000			5,865,000
Trade names	5-10 years		1,030,000			4,316,000
Domain name and other intangible assets	5 years		612,000			630,000
			7,187,000			35,395,000
Accumulated amortization			(1,910,000	)		(2,102,000	)
Total definite-lived intangible assets		$	5,277,000		$	33,293,000

Indefinite lived intangible assets:
Trade name and trademark	Indefinite life		477,000			1,493,000
Total intangible assets, net		$	5,754,000		$	34,786,000


2024	$	724,000
2025		724,000
2026		724,000
2027		724,000
2028		724,000
Thereafter		1,657,000
	$	5,277,000

Schedule of goodwill
	Goodwill
Balance as of January 1, 2022	$	10,090,000
Acquisition of AVLP		18,570,000
Acquisition of SMC		3,184,000
Acquisition of GIGA		9,881,000
Impairment of goodwill		(13,064,000	)
Effect of exchange rate changes		(759,000	)
Balance as of December 31, 2022		27,902,000
Impairment of goodwill		(21,387,000	)
Effect of exchange rate changes		(427,000	)
Balance as of December 31, 2023	$	6,088,000

Schedule of investment
	Interest		Due		December 31,		December 31,
	Rate		Date		2023		2022
Investment in promissory note of Ault & Company		8%		Dec. 31, 2024	$	2,500,000	$	2,500,000
Accrued interest receivable Ault & Company						568,000		368,000
Other - Alzamend						900,000		-
Total investment in promissory notes and other, related parties					$	3,968,000	$	2,868,000

Schedule of investment of common stock
	Investments in common stock, related parties at December 31, 2023
	Cost		Gross unrealized losses			Fair value
Common shares	$	24,688,000	$	(24,009,000	)	$	679,000


	Investment in common stock of Alzamend			Investment in promissory notes and advances of Alzamend and Other
Balance at January 1, 2022	$	13,230,000		$	173,000
Investment in common stock of Alzamend		4,901,000			-
Alzamend stock received for marketing services		989,000			-
Unrealized loss in common stock of Alzamend		(12,671,000	)		-
Amortization of related party investment		-			(173,000	)
Balance at December 31, 2022		6,449,000			-
Investment in common stock of Alzamend		15,000			-
Unrealized loss in common stock of Alzamend		(5,785,000	)		-
Balance at December 31, 2023	$	679,000		$	-



	Investment in			Investment in
	warrants and			promissory notes			Total
	common stock			and advances			investment
Balance at January 1, 2022	$	39,000		$	22,091,000		$	22,130,000
Investment in convertible promissory notes		-			2,200,000			2,200,000
Loss from equity investment		(39,000	)		(885,000	)		(924,000	)
Accrued interest		-			143,000			143,000
Loss on remeasurement upon conversion		-			(2,700,000	)		(2,700,000	)
Conversion of AVLP convertible promissory notes		-			(17,040,000	)		(17,040,000	)
Elimination of intercompany debt after conversion		-			(3,809,000	)		(3,809,000	)
Balance at December 31, 2022	$	-		$	-		$	-


Rollforward investment in unconsolidated entity	Amount
Beginning balance - January 1, 2023	$	-
Equity method investment in SMC upon deconsolidation		2,259,000
Loss from investment in unconsolidated entity		(302,000	)
Ending balance - December 31, 2023	$	1,957,000


	For the Year Ended
	December 31,
	2023
Revenue	$	32,581,000
Gross profit	$	6,964,000
Loss from operations	$	(8,290,000	)
Net loss	$	(9,384,000	)


	Allocation
Total purchase consideration	$	22,143,000
Fair value of non-controlling interest		7,790,000
Total consideration	$	29,933,000

Identifiable net liabilities assumed:
Cash	$	1,245,000
Prepaid expenses and other current assets		55,000
Property and equipment		5,057,000
Intangible asset - patents/developed technology (not yet placed in service; upon being placed in service, 7 year estimated useful life)		23,984,000
Intangible asset - trademarks (9 year estimated useful life)		816,000
Accounts payable and accrued expenses		(4,689,000	)
Deferred tax liability		(5,000,000	)
Convertible notes payable, principal		(10,104,000	)
Net assets assumed		11,364,000
Goodwill	$	18,569,000