Hyperscale Data, Inc. — fact timeline

Hyperscale Data, Inc. entered into Securities Purchase Agreement with certain institutional investors (effective 2023-03-28).

“On March 28, 2023, Ault Alliance, Inc., a Delaware corporation (the “ Company ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to issue and sell, in a private placement (the “ Offering ”), an aggregate of 100,000 shares of its preferred stock, with each such share having a stated value of $100.00 and consisting of (i) 83,000 shares of Series E Convertible Preferred Stock (the “ Series E Preferred Stock ”), (ii) 1,000 shares of Series F Convertible Preferred Stock (the “ Series F Preferred Stock ”) and (iii) 16,000 shares of Series G Convertible Preferred Stock (the “ Series G Preferred Stock ” and collectively, the “ Preferred Shares ”).”

Hyperscale Data, Inc. terminated At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC valued at terminated with 317.9 million shares sold and approximately $176.6 million in gross proceeds raised (effective 2023-03-17).

“On March 12, 2023, Ault Alliance, Inc. (the “ Company ”) provided written notice to Ascendiant Capital Markets, LLC, as sales agent (the “ Agent ”) of its election to terminate the At-the-Market (“ ATM ”) Issuance Sales Agreement (the “ Agreement” ), dated February 25, 2022, between the Company and the Agent with regards to sales of the Company’s common stock under the Agreement.”

Hyperscale Data, Inc. completed a disposition involving Ecoark Holdings, Inc. for 8,637.5 shares of Series B Convertible Preferred Stock of Ecoark with a stated value of $10,000 per share and 1,362.5 shares of Series C Convertible Preferred S (closed 2023-03-06).

“(the “ Transaction ”). On March 6, 2023, the Transaction closed and Ecoark acquired BitNile.com and its ownership in Earnity. As consideration for the acquisition, Ecoark issued 8,637.5 shares of newly designated Series B Convertible Preferred Stock of Ecoark to the Company (the “ Series B Preferred ”) and 1,362.5 shares of newly designated Series C Convertible”

Hyperscale Data, Inc. reported year ended December 31, 2022 results: revenue $134.2 million.

“Preliminary revenue for the year ended December 31, 2022 increased by $81.8 million, or 156%, to a record $134.2 million, from $52.4 million for the year ended December 31, 2021”

Hyperscale Data, Inc. reported three months ended December 31, 2022 results: revenue $34.4 million.

“Preliminary revenue for the three months ended December 31, 2022 increased by $26.6 million, or 340%, to $34.4 million, from $7.8 million for the three months ended December 31, 2021”

Hyperscale Data, Inc. entered into Share Exchange Agreement with Ecoark Holdings, Inc. (effective 2023-02-08).

“On February 8, 2023, Ault Alliance, Inc. (the “ Company ”) entered into a Share Exchange Agreement (the “ Agreement ”) with Ecoark Holdings, Inc. (“ Ecoark ”).”

Hyperscale Data, Inc.: Elimination of Series C Preferred Stock designation from Certificate of Incorporation (effective 2023-01-23).

“On January 23, 2023, Ault Alliance, Inc., a Delaware corporation (the “ Company ”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series C convertible redeemable preferred stock (“ Series C Preferred Stock ”) which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the amended and restated Certificate of Designations for the Series C Preferred Stock.”

Hyperscale Data, Inc. completed an acquisition involving Circle 8 Crane Services LLC for cash earnout payments in an aggregate maximum amount of up to $2,100,000 (closed 2022-12-19).

“Assets, Circle 8 Crane Services received Class D equity interests in Circle 8 Holdco and is eligible to receive cash earnout payments in an aggregate maximum amount of up to $2,100,000 based on the achievement by Circle 8 Newco of certain EBITDA targets over the three year period following the completion of the acquisition of the Acquired Assets by Circle 8”

Hyperscale Data, Inc. amended Amendment with the Initial Investor valued at $17,511,370.10 (effective 2022-12-29).

“On December 29, 2022, the Company and the Initial Investor entered into an amended and restated amendment to the SPA (the “ Amendment ”), pursuant to which the total amount of the Financing was increased to $17,511,370.10”

Hyperscale Data, Inc. entered into SPA with an accredited investor (the "Initial Investor") valued at $14,700,000 (effective 2022-12-16).

“On December 16, 2022 (the “ Closing Date ”), the Company entered into a Securities Purchase Agreement (the “ SPA ”) with an accredited investor (the “ Initial Investor ”) providing for the issuance of secured promissory notes (the “ Notes ”) with an aggregate principal face amount of $14,700,000 (the “ Financing ”).”

Hyperscale Data, Inc.: Company will change its corporate name from BitNile Holdings, Inc. to Ault Alliance, Inc. via a short-form merger, effecting an amendment to the certificate of incorporation (effective 2023-01-03).

“Effective January 3, 2023, BitNile Holdings, Inc., a Delaware corporation (the “ Company ”) will change its corporate name from BitNile Holdings, Inc., to Ault Alliance, Inc. (the “ Name Change ”).”

Hyperscale Data, Inc. entered into Agreement and Plan of Merger (effective 2022-12-20).

“Effective January 3, 2023, BitNile Holdings, Inc., a Delaware corporation (the “ Company ”) will change its corporate name from BitNile Holdings, Inc., to Ault Alliance, Inc. (the “ Name Change ”). The Name Change will be effected through a parent/subsidiary short form merger pursuant to an Agreement and Plan of Merger dated December 20, 2022 but effective January 3, 2023 (the “ Merger Agreement ”).”

Hyperscale Data, Inc. completed an acquisition involving Circle 8 Crane Services LLC (closed 2022-12-19).

“On December 19, 2022, the transaction closed and Circle 8 Newco purchased the Acquired Assets.”

Hyperscale Data, Inc. incurred loan of $15,700,000 at 16% per annum maturing March 16, 2023.

“The Note has a principal face amount of $15,700,000 and bears interest at 16% per annum. The maturity date of the Note is March 16, 2023”

Hyperscale Data, Inc. entered into Guaranty with Ault Lending, BitNile, Ault & Company, Inc., and Milton C. Ault valued at Guaranty of the Secured Promissory Note (effective 2022-12-16).

“The Notes are further secured by a guaranty (the “ Guaranty ”) provided by Ault Lending, BitNile, Ault & Company, Inc. (“ A&C ”), an affiliate of the Company, as well as by Milton C. Ault, the Company’s Executive Chairman and the Chief Executive Officer of A&C.”

Hyperscale Data, Inc. entered into Security Agreement with Ault Lending, LLC, BitNile, Inc., and Esousa Group Holdings, LLC (as collateral agent on behalf of the Investor) valued at Pursuant to which BitNile granted a security interest in 12,000 Bitcoin miners and Ault Lending gran (effective 2022-12-16).

“Pursuant to the SPA, the Company, Ault Lending, BitNile, Inc. (“ BitNile ”) and Esousa Group Holdings, LLC, as the collateral agent on behalf of the Investor (the “ Agent ”) entered into a security agreement (the “ Security Agreement ”), pursuant to which (i) BitNile granted to the Investor a security interest in 12,000 Bitcoin miners and (ii) Ault Lending granted to the Investor a security interest in, among other items, substantially all of the Ault Lending’s deposit accounts, securities accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds therefrom (the “ Assets ”), as set forth in the Security Agreement, except for assets previously granted security interests to other parties.”

Hyperscale Data, Inc. entered into Secured Promissory Note with an accredited investor valued at Principal face amount of $15,700,000, interest at 16% per annum, maturity March 16, 2023 (effective 2022-12-16).

“The Note has a principal face amount of $15,700,000 and bears interest at 16% per annum. The maturity date of the Note is March 16, 2023, although if the Company repays at least $12 million of principal payment on or before the maturity date, the Company may extend the maturity date by forty-five (45) days by paying a fee of 10% of the outstanding balance owed as of the original maturity date.”

Hyperscale Data, Inc. entered into Securities Purchase Agreement with an accredited investor valued at $14,700,000 principal face amount of secured promissory note (effective 2022-12-16).

“On December 16, 2022 (the “ Closing Date ”), BitNile Holdings, Inc., a Delaware corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ SPA ”) with an accredited investor (the “ Investor ”) providing for the issuance of a secured promissory note with an aggregate principal face amount of $14,700,000 (the “ Financing ”).”

Hyperscale Data, Inc. entered into Hosting Agreement with Agora Digital Holdings Inc. (effective 2022-12-06).

“On December 6, 2022 (the “ Effective Date ”), BitNile, Inc., a Delaware corporation (“ BitNile ”) and wholly owned subsidiary of BitNile Holdings, Inc., a Delaware corporation (the “ Company ”) entered into a Master Services Agreement (the “ Hosting Agreement ”) with Agora Digital Holdings Inc. (“ Agora ”) providing for the hosting by Agora of Bitcoin miners owned by BitNile.”

Hyperscale Data, Inc. shareholders approved Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan. at the 2022-11-23 meeting.

“Proposal Seven : Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan. For Against Abstain Broker Non-Votes 79,407,581 42,057,883 2,289,216 56,056,879”

Hyperscale Data, Inc. shareholders approved Approval of the acceleration of vesting of certain unvested stock grants made in August 2021 to current board members (1,000,000 shares of Common Stock) to comply with NYSE American listing rules. at the 2022-11-23 meeting.

“Proposal Six : Approval of the acceleration of the vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American. For Against Abstain Broker Non-Votes 79,784,402 39,877,807 4,092,471 56,056,879”

Hyperscale Data, Inc. shareholders rejected Approval of the 2022 equity issuances to directors and executive officers to comply with NYSE American listing rules. at the 2022-11-23 meeting.

“Proposal Five : Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American. For Against Abstain Broker Non-Votes 39,180,606 38,678,033 45,896,041 56,056,879”

Hyperscale Data, Inc. shareholders rejected Amendment to the Certificate of Incorporation to increase authorized shares of Class A Common Stock from 500,000,000 to 1,250,000,000. at the 2022-11-23 meeting.

“Proposal Four : Approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the “ Common Stock ”) from 500,000,000 to 1,250,000,000. For Against Abstain Broker Non-Votes 107,500,647 70,676,809 1,634,103 0”

Hyperscale Data, Inc. shareholders approved Non-binding advisory vote on the compensation of the Company's named executive officers. at the 2022-11-23 meeting.

“Proposal Three : Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. For Against Abstain Broker Non-Votes 77,723,245 43,326,219 2,705,216 56,056,879”

Hyperscale Data, Inc. shareholders approved Ratification of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. at the 2022-11-23 meeting.

“Proposal Two : The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. For Against Abstain Broker Non-Votes 158,508,739 16,521,406 4,781,414 0”

Hyperscale Data, Inc. shareholders approved Election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders. at the 2022-11-23 meeting.

“Proposal One : The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders. For Against Abstain Broker Non-Votes Milton C. Ault, III 90,834,197 30,340,778 2,579,705 56,056,879 William B. Horne 90,677,623 29,417,886 3,659,171 56,056,879 Henry C. Nisser 90,370,757 29,506,305 3,877,618 56,056,879 Robert O. Smith 89,317,969 30,276,495 4,160,216 56,056,879 Howard Ash 89,816,820 29,779,262 4,158,598 56,056,879 Jeffrey A. Bentz 91,341,683 28,177,259 4,235,738 56,056,879 Mordechai Rosenberg 91,719,337 27,709,155 4,326,188 56,056,879”

Hyperscale Data, Inc. reported nine months ended September 30, 2022 results: revenue $100.0 million, net income $62.0 million.

“· Total revenue of $100.0 million, an increase of 124%, from $44.6 million in the prior nine-month period; · Cash provided by operating activities of $12.9 million, compared to cash used in operating activities of ($56.9) million in the prior nine-month period; · Interest expense of $35.8 million, primarily resulting from the issuance of $66 million of secured promissory notes in December 2021, which were fully paid in March 2022. Interest expense from these notes included the amortization of debt discount of $26.3 million from the issuance of warrants, a non-cash charge, and original issue discount, in connection with these secured promissory notes; and · Net loss available to common stockholders of $62.0 million, compared to net income available to common stockholders of $1.3 million in the prior nine-month period.”

Hyperscale Data, Inc. reported third quarter ended September 30, 2022 results: revenue $49.8 million, net income $7.5 million.

“· Total revenue of $49.8 million improved $80.6 million, from negative revenue of ($30.8) million in the prior third fiscal quarter; and · Net loss available to common stockholders of $7.5 million improved $35.4 million, compared to a net loss available to common stockholders of $42.9 million in the prior third fiscal quarter.”

Hyperscale Data, Inc. entered into Asset Purchase Agreement with Circle 8 Crane Services LLC (effective 2022-11-17).

“On November 17, 2022, Circle 8 Newco LLC, a Delaware limited liability company (“ Circle 8 Newco ”), entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement” ) with Circle 8 Crane Services LLC, a Delaware limited liability company (“ Circle 8 Crane Services ”)”

Hyperscale Data, Inc. incurred senior notes of $18,888,889 with JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd. at 8.5% per annum maturing May 7, 2024.

“the Borrowers borrowed $18,888,889 and issued secured promissory notes to the Investors in the aggregate amount of $18,888,889”

Hyperscale Data, Inc. entered into Loan and Guarantee Agreement with JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd. valued at $18,888,889 (effective 2022-11-07).

“On November 7, 2022 (the “ Closing Date ”), BitNile Holdings, Inc., a Delaware corporation (the “ Company ”), along with its wholly owned subsidiaries BitNile, Inc. (“ BitNile ”), Third Avenue Apartments LLC (“ Third Avenue ”), Alliance Cloud Services, LLC (“ Alliance Cloud ”) and Ault Aviation, LLC (“ Ault Aviation ” and collectively with the Company, BitNile, Third Avenue and Alliance Cloud, the “ Borrowers ”) entered into a Loan and Guarantee Agreement (the “ Agreement ”) with JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Buckeye Ltd. (collectively, the “ Investors ”) pursuant to which the Borrowers borrowed $18,888,889 and issued secured promissory notes to the Investors in the aggregate amount of $18,888,889”

Hyperscale Data, Inc. received a nyse_american deficiency notice notice regarding minimum bid price (rules 1003(f)(v)).

“November 2, 2022, the Company received a deficiency letter (the “ Letter ”) from the NYSE American LLC (the “ NYSE American ” or the “ Exchange ”) indicating that the Company is not in compliance with the Exchange’s continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “ Company Guide ”) because its shares of Common Stock for a substantial period of time have been selling at a low price per share, which the Exchange determined to be a 30-trading day average price of less than $0.20 per share. The Letter has no immediate effect on the listing or trad”

Glen Tellock resigned as Director at Hyperscale Data, Inc..

“On February 23, 2022, Glen Tellock provided notice of his decision to resign from the Board of Directors of BitNile Holdings, Inc. (the “ Company ”), effective immediately.”