UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended March 31, ~~2021~~2022

☐o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from ________ to ________.

Commission file number 1-12711

~~AULT GLOBAL~~BITNILE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

94-1721931

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification Number)

11411 Southern Highlands Pkwy ~~#240~~ #240

Las Vegas, NV89141

(Address of principal executive offices) (Zip code)

~~(949)~~ (949) 444-5464

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		~~DPW~~NILE		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesþNo ¨o

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesþNo ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨oNoþ

At May 20, ~~2021~~2022 the registrant had outstanding ~~49,774,538~~313,176,586 shares of common stock.

~~AULT GLOBAL~~BINILE HOLDINGS, INC.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020 (Unaudited)~~ 2021	F-1 ~~– F-2~~

	Condensed Consolidated Statements of ~~Income~~Operations and Comprehensive ~~Income (Loss)~~ Loss for the three months ended March 31, ~~2021~~2022 and ~~2020 (Unaudited)~~2021	F-3

	Condensed Consolidated Statements of Changes in ~~Stockholders'~~Stockholders’ Equity for the three months ended March 31, ~~2021~~2022 and ~~2020 (Unaudited)~~2021	F-4 ~~– F-5~~

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 ~~and 2020 (Unaudited)~~	F-6 ~~– F-7~~

	Notes to Condensed Consolidated Financial Statements ~~(Unaudited)~~	F-8 ~~– F-33~~

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8

Item 4.	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on ~~management's~~management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission that disclose risks and uncertainties that may affect our business. The forward-looking statements in this Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of ~~May 24, 2021.~~the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

~~AULT GLOBAL~~BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	107,801,265	$	18,679,848	$	39,446,000	$	15,912,000
Restricted cash						4,695,000		5,321,000
Marketable equity securities		18,153,863		2,562,983		16,158,000		40,380,000
Securities purchased under agreement to resell		33,647,059		—
Digital currencies						745,000		2,165,000
Accounts receivable		3,506,451		3,852,033		6,977,000		6,455,000
Accounts and other receivable, related party		1,196,379		1,196,379
Accrued revenue		1,533,215		1,695,905		2,723,000		2,283,000
Inventories		3,476,512		3,373,851		7,144,000		5,482,000
Prepaid expenses and other current assets		2,918,284		2,988,080		7,995,000		15,436,000
TOTAL CURRENT ASSETS		172,233,028		34,349,079		85,883,000		93,434,000

Cash and marketable securities held in Trust Account						116,737,000		116,725,000
Intangible assets, net		4,240,420		4,390,388		3,896,000		4,035,000
Goodwill		9,466,577		9,645,686		9,944,000		10,090,000
Property and equipment, net		6,288,714		2,122,730		206,797,000		174,025,000
Right-of-use assets		4,816,798		4,317,778		7,049,000		5,243,000
Investment in promissory notes, related parties		13,467,783		10,668,470
Investments in derivatives and common stock, related parties		14,822,439		6,139,391
Investments in debt and equity securities		2,320,539		261,767
Investment in limited partnership		1,869,000		1,869,000
Investment in promissory notes and other, related parties						2,653,000		2,842,000
Investments in common stock, related parties						8,729,000		13,230,000
Investments in equity securities						37,091,000		30,482,000
Investment in unconsolidated entity						22,297,000		22,130,000
Loans receivable		596,568		750,174		13,358,000		14,337,000
Other investments, related parties		3,465,000		802,500
Other assets		443,543		326,419		4,490,000		3,713,000
TOTAL ASSETS	$	234,030,409	$	75,643,382	$	518,924,000	$	490,286,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	9,020,134	$	10,579,501	$	27,239,000	$	22,755,000
Securities purchase consideration payable		33,310,589		—
Accounts payable and accrued expenses, related party		32,569		35,687
Investment margin accounts payable						-		18,488,000
Operating lease liability, current		855,933		524,326		1,742,000		1,123,000
Revolving credit facility		117,215		125,188
Notes payable, net		2,154,676		4,048,009		1,312,000		39,554,000
Notes payable, related parties		149,489		187,818
Convertible notes payable, related party		400,000		400,000
Warrant liability		4,870,821		4,192,052
Other current liabilities		1,836,937		1,789,825
TOTAL CURRENT LIABILITIES		52,748,363		21,882,406		30,293,000		81,920,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~AULT GLOBAL~~BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(Unaudited)

	March 31,			December 31,
	2021			2020			March 31,			December 31,
	(Unaudited)						2022			2021
LONG TERM LIABILITIES
Operating lease liability, non-current		4,020,877			3,854,573			5,511,000			4,213,000
Notes payable		319,047			336,500			53,999,000			55,055,000
Notes payable, related parties		66,083			51,537
Convertible notes payable		406,327			386,283			488,000			468,000
Deferred underwriting commissions of Ault Disruptive subsidiary								3,450,000			3,450,000

TOTAL LIABILITIES		57,560,697			26,511,299			93,741,000			145,106,000

COMMITMENTS AND CONTINGENCIES
Redeemable noncontrolling interests in equity of subsidiaries								116,725,000			116,725,000

STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock, $25.00 stated value per share,		7			7
$0.001 par value – 1,000,000 shares authorized; 7,040 shares
issued and outstanding at March 31, 2021 and December 31, 2020,
respectively (redemption amount and liquidation preference of $176,000
as of March 31, 2021 and December 31, 2020)
Series B Convertible Preferred Stock, $10 stated value per share,		125			125
share, $0.001 par value – 500,000 shares authorized; 125,000 shares issued
and outstanding at March 31, 2021 and December 31, 2020 (liquidation
preference of $1,250,000 at March 31, 2021 and December 31, 2020)
Class A Common Stock, $0.001 par value – 500,000,000 shares authorized;		49,499			27,754
49,498,676 and 27,753,562 shares issued and outstanding at March 31, 2021
and December 31, 2020, respectively
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized;		-			-
nil shares issued and outstanding at March 31, 2021 and December 31, 2020
Series A Convertible Preferred Stock, $25.00 stated value per share,								-			-
$0.001 par value – 1,000,000 shares authorized; 7,040 shares
issued and outstanding at March 31, 2022 and December 31, 2021
(redemption amount and liquidation preference of $176,000 as of
March 31, 2022 and December 31, 2021)
Series B Convertible Preferred Stock, $10 stated value per share,								-			-
share, $0.001 par value – 500,000 shares authorized; 125,000 shares issued
and outstanding at March 31, 2022 and December 31, 2021 (liquidation
preference of $1,250,000 at March 31, 2022 and December 31, 2021)
Class A Common Stock, $0.001 par value – 500,000,000 shares authorized;								225,000			84,000
225,015,203 and 84,344,607 shares issued and outstanding at March 31,
2022 and December 31, 2021, respectively
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized;								-			-
nil shares issued and outstanding at March 31, 2022 and December 31, 2021
Additional paid-in capital		292,763,040			171,397,199			495,536,000			385,644,000
Accumulated deficit		(119,403,734	)		(121,396,715	)		(174,378,000	)		(145,600,000	)
Accumulated other comprehensive income (loss)		1,158,542			(1,717,934	)
TOTAL DPW HOLDINGS STOCKHOLDERS’ EQUITY		174,567,479			48,310,436
Accumulated other comprehensive loss								(393,000	)		(106,000	)
Treasury stock, at cost								(14,172,000	)		(13,180,000	)
TOTAL BITNILE HOLDINGS STOCKHOLDERS’ EQUITY								306,818,000			226,842,000

Non-controlling interest		1,902,233			821,647			1,640,000			1,613,000

TOTAL STOCKHOLDERS’ EQUITY		176,469,712			49,132,083			308,458,000			228,455,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	234,030,409		$	75,643,382		$	518,924,000		$	490,286,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

~~AULT GLOBAL~~

BITNLE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~INCOME~~OPERATIONS AND COMPREHENSIVE ~~INCOME (LOSS)~~ LOSS

(Unaudited)

For the Three Months Ended
March 31,
2021 2020
Revenue $ 7,904,511 $ 5,569,282
Revenue, cryptocurrency mining 129,896 —
Revenue, lending and trading activities 5,210,222 36,152
Total revenue 13,244,629 5,605,434
Cost of revenue 5,107,908 3,853,435
Gross profit 8,136,721 1,751,999

Operating expenses
Engineering and product development 601,918 440,626
Selling and marketing 1,241,542 338,163
General and administrative 5,092,268 2,902,994
Provision for credit losses — 1,000,000
Total operating expenses 6,935,728 4,681,783
Income (loss) from continuing operations 1,200,993 (2,929,784 )
Other income (expenses)
Interest income 36,923 320
Interest expense (313,934 ) (1,086,163 )
Change in fair value of marketable equity securities 1,959,791 (365,359 )
Realized gain on marketable securities 397,331 —
Gain (loss) on extinguishment of debt 481,533 (463,134 )
Change in fair value of warrant liability (678,769 ) 4,411
Total other income (expenses), net 1,882,875 (1,909,925 )

Income (loss) from continuing operations before income taxes 3,083,868 (4,839,709 )
Income tax (expense) benefit (5,901 ) 5,905
Net income (loss) from continuing operations 3,077,967 (4,833,804 )
Net loss from discontinued operations, net of taxes — (1,697,744 )
Net income (loss) 3,077,967 (6,531,548 )
Less: Net income attributable to non-controlling interest (1,080,586 ) —
Net income (loss) attributable to Ault Global Holdings 1,997,381 (6,531,548 )
Preferred dividends (4,400 ) (4,460 )
Net income (loss) available to common stockholders $ 1,992,981 $ (6,536,008 )

Basic net income (loss) per common share:
Continuing operations $ 0.05 $ (1.07 )
Discontinued operations — (0.37 )
Net income (loss) per common share $ 0.05 $ (1.44 )

Diluted net income (loss) per common share:
Continuing operations $ 0.05 $ (1.07 )
Discontinued operations — (0.37 )
Net income (loss) per common share $ 0.05 $ (1.44 )

Weighted average basic common shares outstanding 39,256,336 4,533,217
Weighted average diluted common shares outstanding 40,202,443 4,533,217

Comprehensive income (loss)
Income (loss) available to common stockholders $ 1,992,981 $ (6,536,008 )
Other comprehensive income (loss)
Foreign currency translation adjustment (92,694 ) (148,607 )
Net unrealized gain (loss) on derivative securities of related party 2,969,170 (1,242,094 )
Other comprehensive income (loss) 2,876,476 (1,390,701 )
Total comprehensive income (loss) $ 4,869,457 $ (7,926,709 )


	For the Three Months Ended
	March 31,
	2022			2021
Revenue	$	8,659,000		$	7,905,000
Revenue, cryptocurrency mining, net		3,548,000			130,000
Revenue, hotel operations		2,698,000			-
Revenue, lending and trading activities		17,921,000			5,210,000
Total revenue		32,826,000			13,245,000
Cost of revenue		10,494,000			5,108,000
Gross profit		22,332,000			8,137,000
Operating expenses
Research and development		695,000			602,000
Selling and marketing		6,481,000			1,242,000
General and administrative		13,687,000			5,092,000
Impairment of mined cryptocurrency		439,000			-
Total operating expenses		21,302,000			6,936,000

Income from operations		1,030,000			1,201,000
Other income (expenses)
Interest and other income		449,000			37,000
Interest expense		(29,824,000	)		(314,000	)
Change in fair value of marketable equity securities		-			1,960,000
Realized gain on marketable securities		109,000			397,000
Loss from investment in unconsolidated entity		(533,000	)		-
Gain on extinguishment of debt		-			482,000
Change in fair value of warrant liability		(18,000	)		(679,000	)
Total other (expenses) income, net		(29,817,000	)		1,883,000
(Loss) income before income taxes		(28,787,000	)		3,084,000
Income tax (provision) benefit		-			(6,000	)
Net (loss) income		(28,787,000	)		3,078,000
Net loss (income) attributable to non-controlling interest		15,000			(1,081,000	)
Net (loss) income attributable to BitNile Holdings, Inc.		(28,772,000	)		1,997,000
Preferred dividends		(5,000	)		(4,000	)
Net (loss) income available to common stockholders	$	(28,777,000	)	$	1,993,000

Basic net (loss) income per common share	$	(0.32	)	$	0.05
Diluted net (loss) income per common share	$	(0.32	)	$	0.05

Weighted average basic common shares outstanding		90,971,000			39,256,000
Weighted average diluted common shares outstanding		90,971,000			40,202,000

Comprehensive (loss) income
Net (loss) income available to common stockholders	$	(28,777,000	)	$	1,993,000
Other comprehensive income (loss)
Foreign currency translation adjustment		(287,000	)		(93,000	)
Net unrealized gain on derivative securities of related party		-			2,969,000
Other comprehensive (loss) income		(287,000	)		2,876,000
Total comprehensive (loss) income	$	(29,064,000	)	$	4,869,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

~~AULT GLOBAL~~

BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended March 31, ~~2021~~2022

Accumulated
Series A & B Additional Other Total
Preferred Stock Common Stock Paid-In Accumulated Comprehensive Non-Controlling Stockholders'
Shares Amount Shares Amount Capital Deficit Income (Loss) Interest Equity

BALANCES, January 1, 2021 132,040 $ 132 27,753,562 $ 27,754 $ 171,397,199 $ (121,396,715 ) $ (1,717,934 ) $ 821,647 $ 49,132,083
Stock based compensation:
Options — — — — 19,602 — — — 19,602
Issuance of common stock for cash — — 21,561,900 21,562 124,961,743 — — — 124,983,305
Issuance of common stock for conversion
of convertible notes payable — — 183,214 183 449,333 — — — 449,516
Financing cost in connection with sales of
common stock — — — — (4,064,837 ) — — — (4,064,837 )
Net income — — — — 1,997,381 — — 1,997,381
Preferred dividends — — — — — (4,400 ) — — (4,400 )
Net unrealized gain on derivatives
in related party — — — — — — 2,969,170 — 2,969,170
Foreign currency translation adjustments — — — — — — (92,694 ) — (92,694 )
Net income attributable to non-controlling
interest 1,080,586 1,080,586

BALANCES, March 31, 2021 132,040 $ 132 49,498,676 $ 49,499 $ 292,763,040 $ (119,403,734 ) $ 1,158,542 $ 1,902,233 $ 176,469,712

															Accumulated
	Series A & B								Additional						Other			Non-						Total
	Preferred Stock				Common Stock				Paid-In			Accumulated			Comprehensive			Controlling			Treasury			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Loss			Interest			Stock			Equity
BALANCES, January 1, 2022		132,040	$	-		84,344,607	$	84,000	$	385,644,000		$	(145,600,000	)	$	(106,000	)	$	1,613,000		$	(13,180,000	)	$	228,455,000
Issuance of common stock for restricted stock awards		-		-		12,500		-		-			-			-			-			-			-
Stock-based compensation:
Options		-		-		-		-		1,025,000			-			-			41,000			-			1,066,000
Restricted stock awards		-		-		-		-		1,619,000			-			-			-			-			1,619,000
Issuance of common stock for cash		-		-		140,658,096		141,000		110,006,000			-			-			-			-			110,147,000
Financing cost in connection with sales of common stock		-		-		-		-		(2,758,000	)		-			-			-			-			(2,758,000	)
Purchase of treasury stock – Ault Alpha		-		-		-		-		-			-			-			-			(992,000	)		(992,000	)
Net loss		-		-		-		-		-			(28,772,000	)		-			-			-			(28,772,000	)
Preferred dividends				-		-		-		-			(5,000	)		-			-			-			(5,000	)
Foreign currency translation adjustments		-		-		-		-		-			-			(287,000	)		-			-			(287,000	)
Net loss attributable to non-controlling interest		-		-		-		-		-			-			-			(15,000	)		-			(15,000	)
Other		-		-		-		-		-			(1,000	)		-			1,000			-			-
BALANCES, March 31, 2022		132,040	$	-		225,015,203	$	225,000	$	495,536,000		$	(174,378,000	)	$	(393,000	)	$	1,640,000		$	(14,172,000	)	$	308,458,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~AULT GLOBAL~~BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended March 31, ~~2020~~2021

Accumulated
Additional Other Total
Preferred Stock Common Stock Paid-In Accumulated Comprehensive Non-Controlling Stockholders'
Shares Amount Shares Amount Capital Deficit Loss Interest Equity

BALANCES, January 1, 2020 132,040 $ 132 3,318,390 $ 3,318 $ 101,099,347 $ (88,650,465 ) $ (5,511,624 ) $ 8,242 $ 6,948,950
Stock based compensation:
Options — — — — 19,956 — — — 19,956
Common stock — — 65,000 65 73,385 — — — 73,450
Issuance of common stock in payment of
  short term advances, related party — — 660,667 661 739,287 — — — 739,948
Issuance of common stock in payment of
  accrued liabilities — — 12,500 13 73,141 — — — 73,154
Issuance of common stock for conversion
  of debt — — 1,345,164 1,345 2,118,617 — — — 2,119,962
Beneficial conversion feature in connection
with convertible notes — — — — 20,345 — — — 20,345
Fair value of warrants issued in connection
with convertible notes — — — — 414,895 — — — 414,895
Comprehensive loss:
Net loss — — — — (6,531,548 ) — — (6,531,548 )
Preferred dividends — — — — — (4,460 ) — — (4,460 )
Net unrealized loss on derivatives
  in related party — — — — — — (1,242,094 ) — (1,242,094 )
Foreign currency translation adjustments — — — — — — (148,607 ) — (148,607 )

BALANCES, March 31, 2020 132,040 $ 132 5,401,721 $ 5,402 $ 104,558,973 $ (95,186,473 ) $ (6,902,325 ) $ 8,242 $ 2,483,951

															Accumulated
	Series A & B								Additional						Other					Total
	Preferred Stock				Common Stock				Paid-In			Accumulated			Comprehensive			Non-Controlling		Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Income (Loss)			Interest		Equity
BALANCES, January 1, 2021		132,040	$	-		27,753,562	$	28,000	$	171,396,000		$	(121,396,000	)	$	(1,718,000	)	$	822,000	$	49,132,000
Stock based compensation:
Options		-		-		-		-		20,000			-			-			-		20,000
Issuance of common stock for cash		-		-		21,561,900		21,000		124,962,000			-			-			-		124,983,000
Issuance of common stock for conversion of convertible notes payable		-		-		183,214		-		450,000			-			-			-		450,000
Financing cost in connection with sales of common stock		-		-		-		-		(4,065,000	)		-			-			-		(4,065,000	)
Comprehensive loss:
Net income		-				-		-		-			1,997,000			-			-		1,997,000
Preferred dividends		-		-		-		-		-			(4,000	)		-			-		(4,000	)
Net unrealized gain on derivatives in related party		-		-		-		-		-			-			2,969,000			-		2,969,000
Foreign currency translation adjustments		-		-		-		-		-			-			(93,000	)		-		(93,000	)
Net income attributable to non-controlling interest		-		-		-		-		-			-			-			1,081,000		1,081,000
Other		-		-		-		-		-			(1,000	)		1,000					-
BALANCES, March 31, 2021		132,040	$	-		49,498,676	$	49,000	$	292,763,000		$	(119,404,000	)	$	1,159,000		$	1,903,000	$	176,470,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~AULT GLOBAL~~

F-5

BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2021			2020			For the Three Months Ended March 31,
							2022			2021
Cash flows from operating activities:
Net loss	$	3,077,967		$	(6,531,548	)
Less: Net loss from discontinued operations		—			(1,697,744	)
Net income (loss) from continuing operations		3,077,967			(4,833,804	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net (loss) income							$	(28,787,000	)	$	3,078,000
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation		161,713			174,947			2,562,000			162,000
Amortization		104,130			83,285			80,000			104,000
Amortization of right-of-use assets		228,703			122,034			339,000			229,000
Amortization, related party		7,500			7,500			173,000			8,000
Interest expense – debt discount		20,044			677,022			26,461,000			20,000
Gain on extinguishment of debt		(481,533	)		—			-			(482,000	)
Change in fair value of warrant liability		678,769			(4,411	)		18,000			679,000
Accretion of original issue discount on notes receivable – related party		(3,870	)		—			-			(4,000	)
Accretion of original issue discount on notes receivable		(64,596	)		(3,738	)		(276,000	)		(65,000	)
Increase in accrued interest on notes receivable – related party		(745	)		—			(54,000	)		(1,000	)
Stock-based compensation		19,602			122,763			2,685,000			20,000
Realized losses on other investments		—			27,500
Impairment of cryptocurrencies								439,000			-
Realized gains on sale of marketable securities		(4,891,601	)		(14,442	)		5,707,000			(4,892,000	)
Unrealized (gains) losses on marketable equity securities		(2,259,739	)		121,068
Unrealized (gains) losses on equity securities – related party		(153,576	)		181,990
Unrealized (gains) losses on equity securities		(57,560	)		92,930
Provision for loan losses		-			1,000,000
Unrealized gains on marketable securities								(13,515,000	)		(2,260,000	)
Unrealized (gains) losses on investments in common stock, related parties								4,694,000			(154,000	)
Unrealized gains on equity securities								(13,461,000	)		(58,000	)
Loss from investment in unconsolidated entity								533,000			-
Changes in operating assets and liabilities:
Marketable equity securities		(8,869,664	)		—			32,649,000			(8,870,000	)
Accounts receivable		300,848			(607,615	)		(621,000	)		301,000
Accrued revenue		104,231			403,955			(484,000	)		104,000
Inventories		(117,654	)		25,590			(1,723,000	)		(118,000	)
Prepaid expenses and other current assets		(90,656	)		103,636			7,431,000			(91,000	)
Digital currencies								(3,809,000	)		-
Other assets		(85,525	)		(46,813	)		(704,000	)		(86,000	)
Accounts payable and accrued expenses		(1,709,982	)		894,001			4,961,000			(1,713,000	)
Accounts payable, related parties		(3,118	)		(9,725	)
Other current liabilities		77,677			480,477			-			78,000
Lease liabilities		(229,812	)		(115,350	)		(270,000	)		(230,000	)
Net cash used in continuing operating activities		(14,238,447	)		(1,117,200	)
Net cash provided by discontinued operating activities		—			1,246
Net cash used in operating activities		(14,238,447	)		(1,115,954	)
Net cash provided by (used in) operating activities								25,028,000			(14,241,000	)

Cash flows from investing activities:
Purchase of property and equipment		(4,348,871	)		(155,981	)		(35,359,000	)		(4,349,000	)
Investment in promissory notes, related parties		(3,594,698	)		(50,661	)
Investments in derivative liabilities and common stock, related parties		(4,756,302	)		(1,413	)
Investment in promissory notes and other, related parties								(700,000	)		(3,595,000	)
Investments in common stock and warrants, related parties								(194,000	)		(4,756,000	)
Investment in real property, related party		(2,670,000	)		—			-			(2,670,000	)
Purchase of marketable equity securities		-			—			(158,000	)		-
Sales of marketable equity securities		430,124			106,589			10,210,000			430,000
Investments in debt and equity securities		(1,787,010	)		(510	)
Investments in loans receivable								(246,000	)		-
Principal payments on loans receivable								1,500,000			-
Sale of digital currencies								4,377,000			-
Investments in equity securities								(3,820,000	)		(1,787,000	)
Net cash used in investing activities	$	(16,726,757	)	$	(101,976	)		(24,390,000	)		(16,727,000	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~AULT GLOBAL~~BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited) ~~(continued)~~

	For the Three Months Ended March 31,
	2021			2020			For the Three Months Ended March 31,
							2022			2021
Cash flows from financing activities:
Gross proceeds from sales of common stock and warrants	$	124,983,305		$	—
Gross proceeds from sales of common stock							$	110,147,000		$	124,983,000
Financing cost in connection with sales of equity securities		(4,064,837	)		—			(2,758,000	)		(4,065,000	)
Proceeds from notes payable		—			600,000			295,000			-
Proceeds from short-term advances – related party		—			573,754
Payments on short-term advances – related party		—			(28,779	)
Repayment of margin accounts								(18,488,000	)		-
Payments on notes payable		(971,925	)		(80,782	)		(65,986,000	)		(972,000	)
Payments on advances on future receipts		—			(20,000	)
Payments of preferred dividends		(4,400	)		(4,460	)		(5,000	)		(4,000	)
Purchase of treasury stock								(992,000	)		-
Payments on revolving credit facilities, net		(7,973	)		231,957			-			(8,000	)
Net cash provided by financing activities		119,934,170			1,271,690			22,213,000			119,934,000

Effect of exchange rate changes on cash and cash equivalents		152,451			89,194			57,000			152,000

Net increase (decrease) in cash and cash equivalents		89,121,417			142,954
Net increase in cash and cash equivalents and restricted cash								22,908,000			89,118,000

Cash and cash equivalents at beginning of period		18,679,848			483,383
Cash and cash equivalents and restricted cash at beginning of period								21,233,000			18,680,000

Cash and cash equivalents at end of period	$	107,801,265		$	626,337
Cash and cash equivalents and restricted cash at end of period							$	44,141,000		$	107,798,000

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	658,042		$	38,345		$	2,572,000		$	658,000

Non-cash investing and financing activities:
Cancellation of notes payable into shares of common stock	$	449,516		$	1,909,350
Conversion of convertible notes payable into shares of common stock							$	-		$	450,000
Payment of accounts payable with digital currency	$	118,627		$	—		$	413,000		$	119,000
Cancellation of short term advances, related party into shares
of common stock	$	—		$	739,948
Conversion of convertible notes payable, related party into shares of common stock							$	400,000		$	-
Recognition of new operating lease right-of-use assets and lease liabilities							$	2,188,000		$	-
Purchase of marketable equity securities for future payment	$	33,647,059		$	—		$	-		$	33,647,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-7

1. DESCRIPTION OF BUSINESS

~~AULT GLOBAL HOLDINGS, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited~~

~~March 31, 2021~~

~~1. DESCRIPTION OF BUSINESS~~

~~Ault Global~~BitNile Holdings, Inc., a Delaware corporation (“~~Ault Global”~~BitNile” or the “Company”)~~, formerly known as DPW Holdings,~~ was incorporated in September 2017. ~~The Company~~BitNile is a diversified holding company ~~owning~~pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries ~~engaged in~~and strategic investments, the ~~following operating businesses: commercial~~Company owns and ~~defense solutions, commercial~~operates a data center at which it mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile was founded by Milton “Todd” Ault, III, its Executive Chairman and ~~advanced textile technology. The Company’s wholly-owned operating subsidiaries~~is led by Mr. Ault, William B. Horne, its Chief Executive Officer and Vice Chairman and Henry Nisser, its President and General Counsel. Together, they constitute the Executive Committee, which manages the day-to-day operations of the Company. All major investment and capital allocation decisions are Gresham Worldwide, Inc. (“GWW”), Coolisys Technologies Corp. (“Coolisys”), Gresham Power Electronics Ltd. (f/k/a Digital Power Limited) (“Gresham Power”), Relec Electronics Ltd. (“Relec”), Digital Power Lending, LLC (“DP Lending”),made for the Company by Mr. Ault ~~Alliance, Inc. (“Ault Alliance”), Ault Disruptive Technologies Company, LLC~~ and Tansocial LLC (“Tansocial”). The Company also has a controlling interest in Enertec Systems 2001 Ltd (“Enertec”), Microphase Corporation (“Microphase”) and Alliance Cloud Services, LLC (“Alliance Cloud Services”).the Executive Committee. The Company has ~~three~~six reportable segments:

~~GWW~~BitNile, Inc. (“BNI”) – ~~defense solutions with~~cryptocurrency mining operations, ~~conducted by Microphase, Enertec, Gresham Power and Relec,~~

~~Coolisys~~Ault Alliance, Inc. (“Ault Alliance”) – commercial lending, activist investing, media, and digital learning,

Gresham Worldwide, Inc. (“GWW”) – defense solutions,

TurnOnGreen, Inc. (“TurnOnGreen”) – commercial electronics solutions,

Real Estate – hotel operations and other commercial real estate holdings, and

Ault ~~Alliance~~Disruptive Technologies Corporation (“Ault Disruptive”) – ~~commercial lending and digital learning through DP Lending, Alliance Cloud Services and Tansocial.~~a special purpose acquisition company (“SPAC”).

During March 2020, the Company ceased restaurant operations at I.AM, Inc. (“I.AM”). Management determined that the permanent closing of the restaurant operations at I.AM, which owned and operated the Prep Kitchen brand restaurants located in the San Diego area, met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations segment are presented as discontinued operations in our condensed consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. On November 2, 2020, I.AM filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, the Company concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, the Company deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020.

In March 2021, the Company resumed cryptocurrency mining operations due to several factors, which had positively affected the number of active miners the Company operated, including the market prices of digital currencies, and favorable power costs available at the Michigan cloud data center purchased on January 29, 2021.

On January 19, 2021, the Company changed its corporate name from DPW Holdings, Inc., to Ault Global Holdings, Inc. The name change was effected through a parent/subsidiary short merger pursuant to an agreement and plan of merger dated January 7, 2021. The merger and resulting name change do not affect the rights of security holders of the Company. The Company’s common stock continues to be quoted on the NYSE American under the symbol “DPW”.

2. LIQUIDITY AND FINANCIAL CONDITION

As of March 31, ~~2021,~~2022, the Company had cash and cash equivalents of ~~$107.8~~$39.4 million and working capital of ~~$119.5~~$55.6 million ~~and total stockholders’ equity of $176.5 million. In the past, the~~. The Company has primarily financed its operations principally through issuances of convertible debt, promissory notes and equity securities. ~~During the three months ended March 31, 2021, the Company continued to successfully obtain additional equity financing.~~

The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in ~~our~~the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from ~~our~~the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (the “SEC”) on April 15, ~~2021.~~2022. The condensed consolidated balance sheet as of December 31, ~~2020~~2021 was derived from the Company’s audited ~~2020~~2021 financial statements contained in the above referenced Form 10-K. Results of the three months ended March 31, ~~2021,~~2022, are not necessarily indicative of the results to be expected for the full year ending December 31, ~~2021.~~2022.

F-8

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the ~~2020~~2021 Annual ~~Report other than disclosed below.~~Report.

~~Fair value of Financial Instruments~~Reclassifications

~~In accordance with ASC No. 820,~~ ~~Fair Value Measurements and Disclosures~~~~, fair value is defined as~~Certain prior period amounts have been reclassified for comparative purposes to conform to the ~~exit price, or the amount that would be received for the sale~~current-period financial statement presentation. These reclassifications had no effect on previously reported results of ~~an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.~~operations.

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

~~Level 1: Quoted market prices in active markets for identical assets or liabilities.~~

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model.

~~Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~Recently Adopted~~Recent Accounting ~~Pronouncements~~Standards

In ~~December 2019,~~May 2021, the ~~FASB~~Financial Accountings Standards Board (“FASB”) issued ~~ASU 2019-12,~~ ~~Income Taxes~~Accounting Standards Update (“ASU”) 2021-04, “Earnings Per Share (Topic ~~740)~~260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): ~~Simplifying the~~Issuer’s Accounting for ~~Income Taxes~~ (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existingCertain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance ~~to improve consistent application. This guidance is~~became effective for ~~fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.~~the Company on January 1, 2022. The Company ~~has completed its evaluation process and~~adopted the guidance on January 1, ~~2021~~2022, and has concluded the adoption did not have a material impact on its unaudited condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses,” (“ASU No. 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the ~~Company’s~~current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its condensed consolidated financial statements ~~for the three months ended March 31, 2021.~~and related disclosures.

In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Effective January 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective approach, which resulted in no impact on its consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The Company expects that this guidance will not have a significant impact on its consolidated financial statements.

F-9

4. ~~Revenue Disaggregation~~REVENUE DISAGGREGATION

The following tables summarize disaggregated customer contract revenues and the source of the revenue for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021. Revenues from lending and trading activities included in consolidated revenues were primarily interest, dividend and other investment income, which are not considered to be revenues from contracts with customers under GAAP.

The Company’s disaggregated revenues consist of the following for the three months ended March 31, ~~2021 and 2020:~~2022:

	Three Months ended March 31, 2021								Three months ended March 31, 2022
	GWW		Coolisys		Ault Alliance		Total		GWW		TurnOnGreen		Ault Alliance		Cryptocurrency		Real Estate		Total
Primary Geographical Markets
North America	$	1,889,262	$	1,207,400	$	302,039	$	3,398,701	$	1,511,000	$	1,012,000	$	7,000	$	3,826,000	$	2,698,000	$	9,054,000
Europe		1,910,002		109,141		—		2,019,143		2,179,000		19,000		-		-		-		2,198,000
Middle East		2,389,063		—		—		2,389,063		3,254,000		-		-		-		-		3,254,000
Other		161,692		65,808		—		227,500		301,000		98,000		-		-		-		399,000
Revenue from contracts with customers		6,350,019		1,382,349		302,039		8,034,407		7,245,000		1,129,000		7,000		3,826,000		2,698,000		14,905,000
Revenue, lending and trading activities						5,210,222		5,210,222
Revenue, lending and trading activities (North America)										-		-		17,921,000		-		-		17,921,000
Total revenue	$	6,350,019	$	1,382,349	$	5,512,261	$	13,244,629	$	7,245,000	$	1,129,000	$	17,928,000	$	3,826,000	$	2,698,000	$	32,826,000
Major Goods
RF/Microwave Filters	$	1,214,901	$	—	$	—	$	1,214,901

Major Goods or Services
RF/microwave filters										1,511,000		-		-		-		-		1,511,000
Detector logarithmic video amplifiers		71,070		—		—		71,070		-		-		-		-		-		-
Power Supply Units		238,423		1,382,349		—		1,620,772
Power Supply Systems		2,233,287		—		—		2,233,287
Power supply units										2,431,000		1,096,000		-		-		-		3,527,000
Power supply systems										48,000		-		-		-		-		48,000
Healthcare diagnostic systems		184,725		—		—		184,725		-		-		-		-		-		-
EV Chargers										-		33,000		-		-		-		33,000
Defense systems		2,407,613		—		—		2,407,613		3,255,000		-		-		-		-		3,255,000
Digital currency mining						129,896		129,896
Digital currency mining, net										-		-		-		3,548,000		-		3,548,000
Hotel operations										-		-		-		-		2,698,000		2,698,000
Other		—		—		172,143		172,143		-		-		7,000		278,000		-		285,000
Revenue from contracts with customers		6,350,019		1,382,349		302,039		8,034,407		7,245,000		1,129,000		7,000		3,826,000		2,698,000		14,905,000
Revenue, lending and trading activities						5,210,222		5,210,222		-		-		17,921,000		-		-		17,921,000
Total revenue	$	6,350,019	$	1,382,349	$	5,512,261	$	13,244,629	$	7,245,000	$	1,129,000	$	17,928,000	$	3,826,000	$	2,698,000	$	32,826,000

Timing of Revenue Recognition
Goods transferred at a point in time	$	3,757,681	$	1,382,349	$	302,039	$	5,442,069	$	3,512,000	$	1,129,000	$	7,000	$	3,826,000	$	2,698,000	$	11,172,000
Services transferred over time		2,592,338		—		—		2,592,338		3,733,000		-		-		-		-		3,733,000
Revenue from contracts with customers	$	6,350,019	$	1,382,349	$	302,039	$	8,034,407	$	7,245,000	$	1,129,000	$	7,000	$	3,826,000	$	2,698,000	$	14,905,000

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

The Company’s disaggregated revenues consist of the following for the three months ended March 31, ~~2021~~2021:

	Three months ended March 31, 2021
	GWW		TurnOnGreen		Ault Alliance		Total
Primary Geographical Markets
North America	$	1,889,000	$	1,208,000	$	302,000	$	3,399,000
Europe		1,910,000		109,000		-		2,019,000
Middle East		2,389,000		-		-		2,389,000
Other		162,000		66,000		-		228,000
Revenue from contracts with customers		6,350,000		1,383,000		302,000		8,035,000
Revenue, lending and trading activities (North America)		-		-		5,210,000		5,210,000
Total revenue	$	6,350,000	$	1,383,000	$	5,512,000	$	13,245,000

Major Goods
RF/microwave filters	$	1,215,000	$	-	$	-	$	1,215,000
Detector logarithmic video amplifiers		71,000		-		-		71,000
Power supply units		238,000		1,383,000		-		1,621,000
Power supply systems		2,233,000		-		-		2,233,000
Healthcare diagnostic systems		185,000		-		-		185,000
Defense systems		2,408,000		-		-		2,408,000
Digital currency mining		-		-		130,000		130,000
Other		-		-		172,000		172,000
Revenue from contracts with customers		6,350,000		1,383,000		302,000		8,035,000
Revenue, lending and trading activities		-		-		5,210,000		5,210,000
Total revenue	$	6,350,000	$	1,383,000	$	5,512,000	$	13,245,000

Timing of Revenue Recognition
Goods transferred at a point in time	$	3,758,000	$	1,383,000	$	302,000	$	5,443,000
Services transferred over time		2,592,000		-		-		2,592,000
Revenue from contracts with customers	$	6,350,000	$	1,383,000	$	302,000	$	8,035,000

Three Month ended March 31, 2020
GWW Coolisys Ault Alliance Total
Primary Geographical Markets
North America $ 1,672,726 $ 866,928 $ - $ 2,539,654
Europe 310,569 227,328 — 537,897
Middle East 2,306,288 — — 2,306,288
Other 97,864 87,579 — 185,443
Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282
Revenue, lending and trading activities 36,152 36,152
Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434
Major Goods
RF/Microwave filters $ 1,501,380 $ — $ — $ 1,501,380
Detector logarithmic video amplifiers 288,846 — — 288,846
Power supply units — 1,181,835 — 1,181,835
Power supply systems 290,933 — — 290,933
Healthcare diagnostic systems 214,303 — — 214,303
Defense systems 2,091,985 — — 2,091,985
Revenue from contracts with customers 4,387,447 1,181,835 - 5,569,282
Revenue, lending and trading activities 36,152 36,152
Total revenue $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434
Timing of Revenue Recognition
Goods transferred at a point in time $ 2,081,159 $ 1,181,835 $ - $ 3,262,994
Services transferred over time 2,306,288 — — 2,306,288
Revenue from contracts with customers $ 4,387,447 $ 1,181,835 $ - $ 5,569,282

~~Sales of Products~~

The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of an invoice.

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

~~Manufacturing Services~~

The Company provides manufacturing services in exchange primarily for fixed fees; however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company is entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units.5. FAIR VALUE OF FINANCIAL INSTRUMENTS

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less.

The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of March 31, 2021, for the MLSE units was $48.0 million, representing 24 MLSE units. Based on our expectations regarding funding of the production process and our experience building the first machines, the Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over an estimated three year period. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized.

~~Lending Activities and Trading Activities~~

Ault Alliance, through DP Lending, generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method.

Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from lending activities.

~~Blockchain Mining~~

The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

~~Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt.~~

There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

~~Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues.~~

~~5. fair value of financial instruments~~

~~The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.~~ The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

Fair Value Measurement at March 31, 2021
Total Level 1 Level 2 Level 3
Investments in convertible and term
promissory notes of AVLP and Ault &
Company – related parties $ 13,467,783 $ — $ — $ 13,467,783
Investments in common stock and derivative
instruments of AVLP – a related party 10,335,348 819,324 — 9,516,024
Investment in common stock and warrants of
Alzamend – a related party 4,487,091 — — 4,487,091
Investments in marketable equity securities 18,153,863 18,153,863 — —
Securities purchased under agreement to resell 33,647,059 33,647,059
Investments in debt and equity securities 2,320,539 — 506,574 1,813,965
Total Investments $ 82,411,683 $ 52,620,246 $ 506,574 $ 29,284,863

	Fair Value Measurement at March 31, 2022
	Total		Level 1		Level 2		Level 3
Investment in term promissory note of Ault & Company, Inc. (“Ault & Company”) and other – a related party	$	2,653,000	$	-	$	-	$	2,653,000
Investment in common stock of Alzamend Neuro, Inc. (“Alzamend”) – a related party		8,729,000		8,729,000		-		-
Investments in marketable equity securities		16,158,000		16,158,000		-		-
Cash and marketable securities held in trust account		116,737,000		116,737,000		-		-
Investments in equity securities		37,091,000		-		-		37,091,000
Total assets measured at fair value	$	181,368,000	$	141,624,000	$	-	$	39,744,000

	Fair Value Measurement at December 31, 2021
	Total		Level 1		Level 2		Level 3
Investment in term promissory note of Ault & Company and other – a related party	$	2,842,000	$	-	$	-	$	2,842,000
Investment in common stock of Alzamend – a related party		13,230,000		13,230,000		-		-
Investments in marketable equity securities		40,380,000		40,380,000		-		-
Cash and marketable securities held in trust account		116,725,000		116,725,000		-		-
Investments in equity securities		30,482,000		-		-		30,482,000
Total assets measured at fair value	$	203,659,000	$	170,335,000	$	-	$	33,324,000

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

Fair Value Measurement at December 31, 2020
Total Level 1 Level 2 Level 3
Investments in convertible promissory notes
and advances of AVLP and Alzamend – related
parties $ 10,668,470 $ — $ — $ 10,668,470
Investments in common stock and derivative
instruments of AVLP – a related party 5,486,140 499,588 — 4,986,552
Investment in common stock and warrants of
Alzamend – a related party 653,251 — — 653,251
Investments in marketable equity securities 2,562,983 2,562,983 — —
Investments in debt and equity securities 261,767 — — 261,767
Total Investments $ 19,632,611 $ 3,062,571 $ — $ 16,570,040

~~We assess~~The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market.

We measure equity investments without readily determinable fair values on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. Our other current financial assets and current financial liabilities have fair values that approximate their carrying values.

~~We assess the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market.~~

~~Investments~~

We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations.

Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. The Company made an irrevocable election to record available-for-sale debt investments at fair value utilizing the fair value option available under U.S. GAAP. The Company believed that carrying these investments at fair value better portrayed the economic substance of the investments. Under the fair value option, gains and losses on the debt investments are included in unrealized gains/(losses) on investments within net earnings each reporting period. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments .

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~Equity investments~~

~~The following discusses our marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities.~~

Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because we estimate the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3.

We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net.

~~Derivatives~~

Derivative instruments are recognized as either assets or liabilities and measured at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation.

~~For derivative instruments that are not designated as hedges, gains and losses from changes in fair values are primarily recognized in other income (expense), net.~~

The following table summarizes the changes in investments in ~~debt and~~ equity securities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the three months ended March 31, ~~2021:~~2022:

Investments in
debt and equity
securities
Balance at January 1, 2021 $ 261,767
Investment in convertible promissory notes 500,000
Investment in warrants 1,000,000
Change in fair value of warrants 57,560
Accretion of discount 52,198
Balance at March 31, 2021 $ 2,320,539

	Investments in equity securities
Balance at January 1, 2022	$	30,482,000
Investment in equity securities		3,820,000
Change in fair value of warrants		10,281,000
Unrealized gains on equity securities		3,180,000
Conversion to marketable securities		(10,672,000	)
Balance at March 31, 2022	$	37,091,000

See Note 128 for the changes in investments in ~~AVLP, Alzamend and~~ Ault & Company measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) during the three months ended March 31, ~~2021.~~2022.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

6. ~~Net Income (Loss) per Share~~

~~Basic and diluted net income per common share for the three months ended March 31, 2021 are calculated as follows:~~

For the Three Months Ended March 31, 2021
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net income (loss) attributable to Ault Global Holdings $ 1,997,381
Less: Preferred stock dividends (4,400 )

Basic earnings per share
Net income available to common stockholders 1,992,981 39,256,336 $ 0.05

Effect of dilutive securities
Stock options - 505,245
8% convertible notes, related party 8,000 275,862
4% convertible notes 6,600 165,000

Diluted earnings per share
Income available to common stockholders plus
assumed conversions $ 2,007,581 40,202,443 $ 0.05
For the three months ended March 31, 2020, net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for the three months ended March 31, 2020, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for the period. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at March 31, 2020:
~~March 31, 2020~~
~~Stock options~~ ~~950~~
~~Warrants~~ ~~765,422~~
~~Convertible notes~~ ~~561,158~~
~~Conversion of preferred stock~~ ~~2,232~~
~~Total~~ ~~1,329,762~~
~~7. Discontinued Operations~~
On March 16, 2020, to try and mitigate the spread of COVID-19, San Diego County health officials issued orders mandating that all restaurants must end dine-in services. As a result of these temporary closures and the deteriorating business conditions at the Company’s restaurant businesses, the Company concluded that discontinuing the operations of I.AM was ultimately in its best interest.
In the first quarter of 2020, management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations are presented as discontinued operations in the Company’s condensed consolidated statements of operations and comprehensive income (loss) and are excluded from continuing operations for all periods presented. On November 2, 2020, I.AM filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, the Company concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, the Company deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020.
~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~
~~March 31, 2021~~
The restaurant operations are included in our results as discontinued operations through March 16, 2020, the date of closing of the restaurants. The following tables summarize the major classes of line items included in loss from discontinued operations:
For the Three
Months Ended
March 31, 2020
Revenue $ 543,327
Cost of revenue (160,310 )
Selling and marketing —
General and administrative (555,445 )
Impairment of property and equipment and right-of-use assets (1,525,316 )
Income (loss) from discontinued operations $ (1,697,744 )
8. Marketable ~~Equity~~ Securities

Marketable securities in equity securities with readily determinable market prices consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

Marketable equity securities at March 31, 2021
Gross unrealized Gross unrealized
Cost gains losses Fair value
Common shares $ 15,225,347 $ 3,733,672 $ (805,156 ) $ 18,153,863
Marketable equity securities at March 31, 2022
Gross unrealized Gross unrealized
Cost gains losses Fair value
Common shares $ 16,366,000 $ 5,268,000 $ (5,476,000 ) $ 16,158,000

Marketable equity securities at December 31, 2020
Gross unrealized Gross unrealized
Cost gains losses Fair value
Common shares $ 1,505,686 $ 1,083,532 $ (26,235 ) $ 2,562,983
~~Marketable equity securities~~
~~The following table presents additional information about marketable equity securities:~~
Marketable
Equity Securities
Balance at January 1, 2021 $ 2,562,983
Purchases of marketable equity securities in operations 62,994,562
Sales of marketable equity securities in operations (54,124,898 )
Sales of marketable equity securities (430,124 )
Realized gains on marketable equity securities 4,891,601
Unrealized gains on marketable equity securities 2,259,739
Balance at March 31, 2021 $ 18,153,863
~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~
~~March 31, 2021~~
Marketable equity securities at December 31, 2021
Gross unrealized Gross unrealized
Cost gains losses Fair value
Common shares $ 53,475,000 $ 32,000 $ (13,127,000 ) $ 40,380,000

At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company ~~had~~ invested in the marketable equity securities of ~~certain~~ publicly traded companies. The Company’s investment in marketable equity securities ~~will be~~are revalued on each balance sheet date. ~~The fair value of the Company’s holdings in marketable equity securities at March 31, 2021and December 31, 2020 is a Level 1 measurement based on quoted prices in an active market.~~

At March 31, 2021 and December 31, 2020, the Company also held an investment in a limited partnership. This investment does not have a readily determinable fair value and has been measured at cost less impairment, if any, and adjusted for observable price changes for identical or similar investments.
F-12

~~Naked Brand Group stock purchase agreement~~
On March 29, 2021, DP Lending entered into a stock purchase agreement with an institutional investor (the “Seller”) to purchase 47,058,824 shares of Naked Brand Group Limited (the “NAKD shares”). Under the agreement, DP Lending agreed to sell the NAKD shares and pay the Seller 99% of the net proceeds from the sale. As of March 31, 2021, the fair value of the NAKD shares was $33.6 million and is included in securities purchased under agreement to resell. The Company also recorded a $33.3 million stock purchase consideration payable and a $336,000 contract liability as of March 31, 2021.

9. 7. PROPERTY AND EQUIPMENT, NET

At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, property and equipment ~~consist~~consisted of:

	March 31, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Cryptocurrency machines and related equipment	$	593,226		$	567,216		$	18,507,000		$	10,763,000
Computer, software and related equipment		3,340,446			3,056,711			7,702,000			8,884,000
Office furniture and equipment		751,272			489,315			3,362,000			702,000
Land		2,566,621			—			25,696,000			25,696,000
Building		1,283,311
Leasehold improvements		1,343,162			1,352,124
Building and improvements								69,415,000			68,959,000
		9,878,038			5,465,366			124,682,000			115,004,000
Accumulated depreciation and amortization		(3,589,324	)		(3,342,636	)		(7,493,000	)		(5,096,000	)
Property and equipment placed in service, net								117,189,000			109,908,000
Deposits on cryptocurrency machines								89,608,000			64,117,000
Property and equipment, net	$	6,288,714		$	2,122,730		$	206,797,000		$	174,025,000

For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, depreciation expense amounted to ~~$162,000~~$2.6 million and ~~$175,000~~$0.2 million, respectively.

~~Acquisition of Michigan Cloud Data Center~~8. INVESTMENTS – RELATED PARTIES

~~On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary,~~Investments in Alzamend and Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $3.9 million. The facility is subject to a final corrective measures plan with the Environment Protection Agency. The seller performed remedial activities& Company at the Michigan facility relating to historical soil and groundwater contamination and the Company is responsible for ongoing monitoring and final remediation plans. The Company’s estimated cost of the environmental remediation obligation is approximately $300,000 and reflects its best estimate of probable future costs for remediation based on the current assessment data and regulatory obligations. Future costs will depend on many factors, including the extent of work necessary to implement monitoring and final remediation plans and the Company’s time frame for remediation. The Company may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cash flows during the period in which they are recorded.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

March 31, ~~2021~~

~~10. INTANGIBLE ASSETS, NET~~

~~At March 31, 2021~~2022 and December 31, ~~2020 intangible assets consist of:~~

March 31, 2021 December 31, 2020
Trade name and trademark $ 1,555,571 $ 1,551,197
Customer list 3,391,272 3,441,654
Domain name and other intangible assets 665,295 689,920
5,612,138 5,682,771
Accumulated depreciation and amortization (1,371,718 ) (1,292,383 )
Intangible assets, net $ 4,240,420 $ 4,390,388

~~The Company’s trade names and trademarks~~2021, were determined to have an indefinite life. The remaining definite lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives. Amortization expense was $104,000 and $83,000, respectively, forcomprised of the ~~three months ended March 31, 2021 and 2020.~~following:

~~11. GOODWILL~~Investment in Promissory Notes, Related Parties

	Interest			Due		March 31,		December 31,
	Rate			Date		2022		2021
Investment in promissory note of Ault & Company		8	%		December 31, 2022	$	2,500,000	$	2,500,000
Accrued interest receivable, Ault & Company							153,000		170,000
Other							-		172,000
Total investment in promissory note, related party						$	2,653,000	$	2,842,000

Investment in Common Stock and Options, Related Parties

	March 31,		December 31,
	2022		2021
Investment in common stock and options of Alzamend	$	8,729,000	$	13,230,000

The following table summarizes the changes in ~~our goodwill during~~ the ~~three months ended March 31, 2021:~~

Goodwill
Balance as of January 1, 2021 $ 9,645,686
Effect of exchange rate changes (179,109 )
Balance as of March 31, 2021 $ 9,466,577

~~12. INVESTMENTS – RELATED PARTIES~~

~~Investments in AVLP, Alzamend Neuro, Inc. (“Alzamend”) and Ault and Company, Inc. (“Ault & Company”) at March 31, 2021 and December 31, 2020, are comprised of the following:~~

March 31, December 31,
2021 2020
Investment in convertible promissory note of AVLP $ 13,924,136 $ 11,269,136
Short term advance in Alzamend - 750,000
Investment in convertible promissory note of Alzamend - 50,000
Investment in promissory note of Ault & Company 2,500,000 -
Accrued interest in promissory notes, related parties 2,027,557 2,026,812
Total investment in promissory notes, related parties – gross 18,451,693 14,095,948
Less: original issue discount (1,560,302 ) (3,870 )
Less: provision for loan losses (3,423,608 ) (3,423,608 )
Total investment in promissory notes, related parties 13,467,783 10,668,470

Investment in derivative instruments of AVLP 9,516,024 4,986,552
Investment in common stock of AVLP 819,324 499,588
Investment in common stock and warrants of Alzamend 4,487,091 653,251
Investments in derivatives and common stock, related parties 14,822,439 6,139,391
Total investments, related parties – net $ 28,290,222 $ 16,807,861

Investments in derivatives and common stock, related parties $ 14,822,439 $ 6,139,391
Investment in promissory notes, related parties 13,467,783 10,668,470
Total investment, related parties – net $ 28,290,222 $ 16,807,861

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~The following table summarizes the changes in our~~Company’s investments in ~~AVLP,~~ Alzamend and Ault & Company during the three months ended March 31, ~~2021:~~2022:

Investment in
Investment in promissory notes Total
warrants and and advances investment
common stock of AVLP, in AVLP,
of AVLP and Alzamend and Alzamend and
Alzamend Ault & Company Ault & Company, net
Balance at January 1, 2021 $ 6,139,391 $ 10,668,470 $ 16,807,861
Investment in convertible promissory notes of AVLP — 1,094,698 1,094,698
Investment in convertible promissory note of Alzamend — (50,000 ) (50,000 )
Investment in promissory note of Ault & Company — 2,500,000 2,500,000
Investment in common stock of AVLP and Alzamend 3,046,016 — 3,046,016
Investment in warrants of Alzamend 953,984 — 953,984
Short term advance in Alzamend — (750,000 ) (750,000 )
Fair value of derivative instruments issued by AVLP 1,560,302 — 1,560,302
Unrealized gain in derivative instruments of AVLP 2,969,170 — 2,969,170
Unrealized loss in warrants of Alzamend (13,086 ) — (13,086 )
Unrealized gain in common stock of AVLP and Alzamend 166,662 — 166,662
Accretion of discount — 3,870 3,870
Accrued Interest — 745 745
Balance at March 31, 2021 $ 14,822,439 $ 13,467,783 $ 28,290,222

	Investment in warrants and common stock of Alzamend			Investment in promissory notes and advances of Alzamend and Ault & Company and Other
Balance at January 1, 2022	$	13,230,000		$	2,842,000
Investment in common stock and options of Alzamend		194,000			-
Unrealized loss in common stock of Alzamend		(4,695,000	)		-
Amortization of related party investment		-			(173,000	)
Accrued interest		-			(16,000	)
Balance at March 31, 2022	$	8,729,000		$	2,653,000

F-13

Investments in ~~AVLP~~Alzamend Common Stock

The following table summarizes the changes in the Company’s investments in Alzamend common stock during the three months ended March 31, 2022:

	Shares of		Per Share		Investment in
	Common Stock		Price		Common Stock
Balance at January 1, 2022		6,947,000	$	1.90	$	13,230,000
Open market purchases after initial public offering		153,000	$	1.27		194,000
Unrealized loss in common stock of Alzamend						(4,691,000	)
Investment in Alzamend common stock		7,100,000	$	1.23		8,733,000
Investment in Alzamend options						(4,000	)
Balance at March 31, 2022					$	8,729,000

9. INVESTMENT IN UNCONSOLIDATED ENTITY – Avalanche International Corp. (“AVLP”)

Equity Investments in Unconsolidated Entity – AVLP

Equity investments in an unconsolidated entity, AVLP, ~~a related party controlled by Philou Ventures, LLC (“Philou”), an affiliate~~at March 31, 2022 and December 31, 2021, were comprised of the Company, consist of convertible promissory notes, derivative instruments and shares of AVLP common stock. As of March 31, 2021, loans to AVLP totaled $13.9 million and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 27.8 million shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The warrants are considered derivative financial instruments.following:

~~At March 31, 2021, the Company recorded a cumulative unrealized gain on its investment~~Investment in warrants of AVLP of $1.9 million compared to a cumulative unrealized loss of $1.1 million at December 31, 2020 representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet.Promissory Notes

	Interest			Due		March 31,			December 31,
	Rate			Date		2022			2021
Investment in convertible promissory note		12	%		2022-2026	$	18,499,000		$	17,799,000
Investment in promissory note – Alpha Fund		8	%		June 30, 2022		3,600,000			3,600,000
Accrued interest receivable							2,092,000			2,092,000
Other							106,000			600,000
Total investment in promissory notes, gross							24,297,000			24,091,000
Less: provision for loan losses							(2,000,000	)		(2,000,000	)
Total investment in promissory note						$	22,297,000		$	22,091,000

* During the three months ended March 31, 2021, the Company recognized, in other comprehensive income (loss), net unrealized gain on derivative securities of related party of $3.0 million compared to a net unrealized loss on derivative securities of related party of $1.2 million during the three months ended March 31, 2020. The Company’s investment in AVLP will be revalued on each balance sheet date.

~~The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method~~2022 and ~~the following assumptions:~~


~~Exercise price~~		~~$0.50~~
~~Remaining contractual term (in years)~~		~~1.68 — 5.0~~
~~Volatility~~		~~68.7% — $104.6%~~
~~Weighted average risk free interest rate~~		~~0.13% — 2.98%~~
~~Expected dividend yield~~		0%

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31,~~ 2021,

~~The volatility factor was determined based on historical stock prices for similar technology companies with market capitalizations under $100 million. The warrant valuation is a Level 3 measurement.~~

~~During the three months ended March 31, 2021 and 2020,~~ no interest income was recognized from the Company’s investment in AVLP.

AVLP Convertible Promissory Note Maturities

The ~~Company evaluated the collectability~~contractual maturities of ~~both interest and principal for the~~AVLP’s convertible promissory notes ~~in AVLP to determine whether there was an impairment. Based on current information and events, primarily~~ ~~the value of the underlying conversion feature and current economic events,~~ the Company concluded that an impairment existed. At March 31, 2021, the Company determined that the fair value of the convertible promissory notes in AVLP was $12.5 million. The Company’s determination of fair value was based upon the estimated present value of a future liquidity event combined with the closing price of AVLP’s common stock at March 31, 2021. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral.

In aggregate, the Company has 999,175 shares of AVLP common stock which represents 18.0% of AVLP’s outstanding shares of common stock. At March 31, 2021, the closing market price of AVLP’s common stock was $0.82, an increase from $0.50 at December 31, 2020. Based upon the closing market price of AVLP common stock at March 31, 2021, the Company’s investment in AVLP common stock had an unrealized gain of $71,000.

The Company has determined that AVLP is a variable interest entity (“VIE”) as it does not have sufficient equity at risk. The Company does not consolidate AVLP because the Company is not the primary beneficiary and does not have a controlling financial interest. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although the Company has made a significant investment in AVLP, the Company has determined that Philou, which controls AVLP through the voting power conferred by its equity investment and which is deemed to be more closely associated with AVLP, is the primary beneficiary. As a result, AVLP’s financial position and results of operations are not consolidated in our financial position and results of operations.

~~Investments in Alzamend~~

At December 31, 2020, the Company had provided Alzamend a short-term advance of $750,000 and invested $50,000 in an 8% convertible promissory note. In conjunction with the issuance of the 8% convertible promissory note, Alzamend issued to the Company warrants to purchase 16,667 shares of Alzamend common stock at an exercise price of $3.00 per share for a period of five years.

On March 9, 2021, DP Lending, entered into a securities purchase agreement with Alzamend to invest $10.0 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. DP Lending funded $4.0 million upon execution of the securities purchase agreement, which included the conversion of the short term advance and convertible promissory note in the aggregate amount of $800,000. The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, in aggregate, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by the Company’s independent directors after receiving a third-party valuation report of Alzamend.

In addition to the Alzamend common shares purchase on March 9, 2021, the Company also held 427,888 shares of Alzamend common stock that it had acquired in during the years ended December 31, 2020 and 2019 for $252,000. At March 31, 2021, the estimated fair value of Alzamend’s common stock was $1.14. Based upon the estimated fair value of Alzamend common stock at March 31, 2021, the Company’s investment in Alzamend common stock had an unrealized gain of $236,000.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~Investment in Ault & Company, Inc.~~

On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to the Company. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022.

~~13. OTHER INVESTMENTS, RELATED PARTIES~~

~~Executive Chairman relocation benefit~~

On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $2.7 million. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. The Company and Mr. Ault agreed to escrow $254,000 of the purchase price in the event of a loss on the subsequent sale of the residence. During April 2021, the Company entered into an agreement for the subsequent sale of the residence, which closed on April 19, 2021.

~~14. STOCK-BASED COMPENSATION~~

~~The options outstanding~~ as of March 31, ~~2021, have been classified by exercise price, as follows:~~ 2022 were:

Outstanding Exercisable
Weighted
Average Weighted Weighted
Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$480 - $560 894 4.70 $ 537.34 695 $ 530.84
$1,208 - $1,352 25 3.00 $ 1,336.00 25 $ 1,336.00
$480 - $1,352 919 4.65 $ 559.07 720 $ 558.82

Issuances outside of Plans
$1.79 850,000 9.47 $ 1.79 0 $ 0.00

Total Options
$480 - 1,856 850,919 9.47 $ 2.39 720 $ 558.82

Year
2022	$	4,124,000
2023		2,820,000
2024		2,651,000
2025		1,674,000
2026		6,530,000
2027		700,000
Total	$	18,499,000

F-14

~~On March~~

The following table summarizes the changes in the Company’s equity investments in an unconsolidated entity, AVLP, during the year ended December 31, 2021 and December 31, 2020, there was no aggregate intrinsic value of stock options that were outstanding and exercisable. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~A summary of option activity under the Company's stock option plans as of March 31, 2021, and changes during~~ the three months ended ~~are as follows:~~March 31, 2022:

Outstanding Options
Weighted
Weighted Average
Shares Average Remaining Aggregate
Available Number Exercise Contractual Intrinsic
for Grant of Shares Price Life (years) Value
January 1, 2021 6,693 925 $ 564.43 4.87 $ —
Forfeited ¹ — (6 ) $ 1,352.00
March 31, 2021 6,693 919 $ 559.07 4.65 $ —

	Investment in			Investment in
	warrants and			promissory notes			Total
	common stock			and advances			investment
Balance at January 1, 2021	$	5,486,000		$	10,471,000		$	15,957,000
Investment in convertible promissory notes		-			7,344,000			7,344,000
Fair value of warrants		2,786,000			-			2,786,000
Unrealized loss in warrants		(7,772,000	)		-			(7,772,000	)
Unrealized gain in common stock		(150,000	)		-			(150,000	)
Loss from equity investment		(311,000	)		-			(311,000	)
Accretion of discount		-			4,210,000			4,210,000
Accrued interest		-			66,000			66,000
Balance at January 1, 2022		39,000			22,091,000			22,130,000
Investment in convertible promissory notes		-			700,000			700,000
Loss from equity investment		(39,000	)		(494,000	)		(533,000	)
Balance at March 31, 2022	$	-		$	22,297,000		$	22,297,000

¹ ~~Includes options that were issued pursuant to the Company’s 2002 Plan and are not available for future issuance.~~

~~15. WARRANTS~~10. CONSOLIDATED VARIABLE INTEREST ENTITY - ALPHA FUND

Alpha Fund – Consolidated Variable Interest Entity

During the three months ended March 31, 2022 and the year ended December 31, 2021, the Company ~~did not issue any warrants.~~invested in Ault Alpha LP (the “Alpha Fund”). The ~~following table summarizes information about common stock warrants outstanding at~~Alpha Fund operates as a private investment fund. The general partner of the Alpha Fund, Ault Alpha GP LLC (“Alpha GP”) is owned by Ault Capital Management LLC (the “Investment Manager”), which also acts as the investment manager to the Alpha Fund. The Investment Manager is owned by Ault & Company. Messrs. Ault, Horne, Nisser and Cragun, who serve as executive officers and/or directors of the Company, are executive officers of the Investment Manager, and Messrs. Ault, Horne and Nisser are executive officers and directors of Ault & Company.

As of March 31, ~~2021:~~

Outstanding Exercisable
Weighted
Average Weighted Weighted
Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$ — 6,500 3.00 $ — 6,500 $ —
$0.88 - $1.91 3,237,016 4.05 $ 1.43 3,237,016 $0.88 - $1.91
$8.00 - $19.80 53,452 3.13 $ 12.74 53,452 $8.00 - $19.80
$440 - $920 16,225 1.95 $ 733.40 16,225 $440 - $920
$1,040 - $2,000 2,367 1.93 $ 1,404.85 2,367 $1,040 - $2,000
$0.88 - $2,000 3,315,560 4.02 $ 6.19 3,315,560 $ 6.19

~~Warrant issuances during 2020 requiring shareholder approval~~

~~Rule 713~~2022, the Company subscribed for $18 million or 100% of the ~~NYSE American,~~limited partnership interests in the ~~national securities exchange on~~Alpha Fund, the full amount of which was funded, an increase of $1 million from the ~~Common Stock is listed, requires stockholder approval~~$17 million subscribed and funded as of December 31, 2021. These investments are subject to a ~~transaction, other than a public offering, involving~~rolling five-year lock-up period, provided that after three years, Alpha GP will waive the sale, issuance or potential issuance by an issuer of Common Stock (or securities convertible into or exercisable for Common Stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholderslast twenty-four (24) months of the ~~issuer equals 20% or more~~lock-up period upon receipt of ~~presently outstanding Common Stock, or equal to 20% or more of presently outstanding stock for less than the greater of book or market value~~written notice from an executive officer of the ~~stock, or when~~Company that a withdrawal of capital is required to prevent a going concern opinion from the ~~issuance or potential issuance of additional shares will result in a change of control~~Company’s auditors, under the terms of the ~~issuer. Accordingly, absent shareholder approval,~~Alpha Fund’s partnership agreement and side letter entered into between the ~~holders of warrants issued between October 22, 2020~~Company and ~~November 19, 2020 to purchase an aggregate of 2,627,394 shares of Common Stock are prohibited from exercising~~ the warrants and receiving shares of Common Stock unless stockholder approval is obtained for the warrants. The Company anticipates seeking stockholder approval for the exercise of all the warrants during July 2021.Alpha Fund.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

The Company ~~utilized~~consolidates Alpha Fund as a variable interest entity (a “VIE”) due to its significant level of influence and control of Alpha Fund, the ~~Black-Scholes option~~size of its investment, and its ability to participate in policy making decisions, the Company is considered the primary beneficiary of the VIE.

Investments by Alpha Fund – Treasury Stock

As of March 31, 2022, the Alpha Fund owned 7,100,000 shares of the Company’s common stock, accounted for as treasury stock as of March 31, 2022.

F-15

11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Other current liabilities at March 31, 2022 and December 31, 2021 consisted of:

	March 31,		December 31,
	2022		2021
Accounts payable	$	11,448,000	$	6,902,000
Accrued payroll and payroll taxes		4,364,000		5,027,000
Financial instrument liabilities		4,267,000		4,249,000
Accrued legal		1,787,000		2,637,000
Other accrued expenses		5,373,000		3,940,000
	$	27,239,000	$	22,755,000

Financial Instruments

Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. In prior years, the Company granted certain warrants that resulted in these warrants accounted for as a financial instrument and being re-measured every reporting period with the change in value reported in the statement of operations.

The financial instruments were valued using a variety of pricing ~~model~~models with the following valuation assumptions:

	March 31, 2022			December 31, 2021
Contractually stipulated stock price	$	2.50		$	2.50
Exercise price	$	2.50		$	2.50
Contractually defined remaining term		5.0			5.0
Contractually defined volatility		135	%		135	%
Dividend yield		0	%		0	%
Risk-free interest rate		2.4	%		1.3	%

Per the terms of the warrant agreements underlying the financial instruments, the value to the warrant holders is defined within the agreement based on a stock price, contractual term, volatility factor and dividend rate as defined in the ~~assumptions used~~warrant agreement, and not indexed to the company’s stock, resulting in the financial instrument accounting. The risk-free interest rate was based on rates established by the Federal Reserve Bank.

The following table sets forth a summary of the changes in the estimated fair value of the financial instruments during the three months ended March 31, ~~2020:~~2022 and 2021:

~~Exercise price~~	~~$0.88 - $1.91~~
~~Remaining contractual term (in years)~~	~~5.0~~
~~Volatility~~	~~86.3%~~
~~Weighted average risk free interest rate~~	~~0.46% — 1.38%~~
~~Expected dividend yield~~	0%

	March 31, 2022		March 31, 2021
Beginning balance	$	4,249,000	$	4,192,000
Change in fair value		18,000		679,000
Ending balance	$	4,267,000	$	4,871,000

~~16. OTHER CURRENT LIABILITIES~~

~~Other current liabilities at March 31, 2021 and December 31, 2020 consist of:~~

March 31, 2021 December 31, 2020
Accrued payroll and payroll taxes $ 1,497,374 $ 1,411,728
Warranty liability 91,043 90,640
Other accrued expenses 248,520 287,457
$ 1,836,937 $ 1,789,825

~~17. LEASES~~

We have operating leases for office space. Our leases have remaining lease terms of 2 month to 11 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year.

~~The following table provides a summary of leases by balance sheet category as of March 31, 2021:~~

March 31, 2021
Operating right-of-use assets $ 4,816,798
Operating lease liability - current 855,933
Operating lease liability - non-current 4,020,877

~~The components of lease expenses for the three months ended March 31, 2021, were as follows:~~

Three Months Ended
March 31, 2021
Operating lease cost $ 345,755
Short-term lease cost —
Variable lease cost —

~~The following tables provides a summary of other information related to leases for the three months ended March 31, 2021:~~

March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 346,864
Right-of-use assets obtained in exchange for new operating lease liabilities $ —
Weighted-average remaining lease term - operating leases 6.4 years
Weighted-average discount rate - operating leases 9.0 %

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

12. AMORTIZATION OF DEBT DISCOUNT OF SECURED PROMISSORY NOTES ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

The Company determined that using a discount rate of 9% is reasonable, as this is consistent with the mortgage rates for commercial properties for the time period commensurate with the terms of the leases.

~~Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2021, are as follows:~~

Payments due by period
2021 (remainder) $ 1,033,945
2022 1,292,334
2023 992,390
2024 914,693
2025 697,692
Thereafter 1,793,975
Total lease payments 6,725,029
Less interest (1,848,219 )
Present value of lease liabilities $ 4,876,810
~~18. NOTES PAYABLE~~
~~Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following:~~
March 31, 2021 December 31, 2020
Esousa purchased notes $ — $ 200,000
Short-term notes payable 1,087,491 1,088,899
Notes payable to Wells Fargo 174,290 182,615
Note payable to Dept. of Economic and Community Development 185,546 196,597
Paycheck Protection Program Loans 447,201 1,162,302
SBA Economic Injury Disaster Loan 150,000 150,000
Short term bank credit 429,195 1,404,096
Total notes payable $ 2,473,723 $ 4,384,509
Less: current portion (2,154,676 ) (4,048,009 )
Notes payable – long-term portion $ 319,047 $ 336,500

~~Master Exchange Agreement~~

On February 10, 2020, the Company entered into a master exchange agreement (the “Master Exchange Agreement”) with Esousa Holdings, LLC (“Esousa” or the “Creditor”) which acquired certain promissory notes that had been previously issued by the Company. During JanuaryDecember 30, 2021, the Company issued to the investor an aggregate of 183,214 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $200,000 and $15,948, respectively. A loss on extinguishment of $234,000 was recognized on the issuance of common stock based on the fair value of the Company’s common stock at the date of the exchanges.

~~Paycheck Protection Program~~

~~During April 2020, the Company received loans under the~~ ~~Paycheck Protection Program (“PPP”)~~in the principal amount of $715,000 and the Company’s majority owned subsidiary, Microphase, received loans in the principal amount of $467,000. The principal of the loan may be forgiven up to the total cost of payroll, mortgage interest payments, rent and utility payments made during the eight-week period after origination. On January 11, 2021, the Company received forgiveness in the principal amount of $715,000. ~~The Company expects the remaining amount received under the PPP shall also be forgiven.~~

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~19. NOTES PAYABLE – RELATED PARTIES~~

~~Notes Payable – Related parties at March 31, 2021 and December 31, 2020, are comprised of the following:~~

March 31, 2021 December 31, 2020
Notes payable, related parties $ 215,572 $ 239,355
Less: current portion (149,489 ) (187,818 )
Notes payable, related parties – long-term portion $ 66,083 $ 51,537

Microphase is a party to several notes payable agreements with six of its past officers, employees and their family members. As of March 31, 2021, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $33,000 of accrued interest, was $248,000, with annual interest rates ranging between 3.00% and 6.00%.

~~20. CONVERTIBLE NOTES~~

~~Convertible Notes Payable at March 31, 2021 and December 31, 2020, are comprised of the following:~~

March 31, 2021 December 31, 2020
4% Convertible promissory note $ 660,000 $ 660,000
Less: Unamortized debt discounts (253,673 ) (273,717 )
Total convertible notes payable, net of financing cost $ 406,327 $ 386,283

~~4% Convertible Promissory Note~~

~~On May 20, 2019,~~ the Company entered into a securities purchase agreement with ~~an investor~~certain sophisticated investors providing for the issuance of:

secured promissory notes (the “Secured Promissory Notes”) that bear interest at 8% per annum with an aggregate principal face amount of approximately $66 million including a 10% original issue discount;

five-year warrants to purchase an aggregate of 14,095,350 shares of the Company’s common stock at an exercise price of $2.50, subject to adjustment; and

five-year warrants to purchase an aggregate of 1,942,508 shares of Common Stock (the “Class B Warrant Shares”) at an exercise price of $2.50 per share, subject to adjustment. The Class B Warrant Shares are deemed to be a derivative instrument.

As of December 31, 2021, unamortized debt discount on the Secured Promissory Notes related to ~~sell, for a purchase price of $500,000, a 4%~~the original issue discount ~~(“OID”) convertible promissory note with an aggregate principal face amount of $660,000~~ and a five-year warrant to purchase an aggregate of 12,500 shares of the Company’s common stock. The Company is required to make quarterly interest payments and the principal amount of the note is due on May 20, 2024. The note is convertible into shares of Common Stock at $4.00 per share. The exercise price of the warrant is $12.00 per share. In addition, the Executive Chairman of the Company agreed to guarantee and act as surety for the Company’s obligation to repay the note pursuant to a personal guarantee.

~~The Company computed the~~estimated fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $58,000based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of the Common Stock was in excess of the effective conversion price, resulting in a ~~beneficial conversion feature (“BCF”)~~ ~~of $188,000, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction.~~totaled $26.3 million.

~~In aggregate, the Company recorded a debt discount in the amount of $406,896 based on the relative fair values of the warrants, BCF and OID.~~ During the three months ended March 31, ~~2021~~2022, the Secured Promissory Notes were repaid and ~~2020, non-cash~~the Company fully amortized the related debt discount of $26.3 million, which is included within interest expense on the condensed consolidated statements of $20,000 and $20,000, respectively, was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.18% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 87.51% was determined based on historical stock prices of similar technology companies.operations.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

~~21.~~ 13. COMMITMENTS AND CONTINGENCIES

Blockchain Mining Supply and Services, Ltd.

On November 28, 2018, Blockchain Mining Supply and Services, Ltd. (“Blockchain Mining”) a vendor who sold computers to ~~our subsidiary,~~one of the Company’s subsidiaries, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against usthe Company and ~~our~~the Company’s subsidiary, Digital Farms, Inc. (f/k/a Super Crypto Mining, Inc.), in an action captioned Blockchain Mining Supply and Services, Ltd. v. Super Crypto Mining, Inc. and DPW Holdings, Inc., Case No. 18-cv-11099.

The Complaint asserts claims for breach of contract and promissory estoppel against the Company and its subsidiary arising from the subsidiary’s alleged failure to honor its obligations under the purchase agreement. The Complaint seeks monetary damages in excess of ~~$1,388,495,~~$1,388,495, plus attorneys’ fees and costs.

The Company intends to vigorously defend against the claims asserted against it in this action.

On April 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Complaint in its entirety as against ~~us,~~the Company, and the promissory estoppel claim as against its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Complaint in connection with the breach of contract claim.

On April 29, 2020, Blockchain Mining filed an amended complaint (the “Amended Complaint”). The Amended Complaint asserts the same causes of action and seeks the same damages as the initial Complaint.

On May 13, 2020, the Company and its subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against the Company, and the promissory estoppel claim as against of its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim.

In its partial Answer, the Company’s subsidiary admitted to the validity of the contract at issue and also asserted numerous affirmative defenses concerning the proper calculation of damages.

On December 4, 2020, the Court issued an Order directing the ~~Parties~~parties to engage in limited discovery (the “Limited Discovery”) to be completed by March 4, 2021. In connection therewith, the Court also denied the defendants’ ~~Motion~~motion to ~~Dismiss~~dismiss without prejudice.

~~The~~On June 2, 2021, the Company and its subsidiary ~~have informed the Court that they intend to file~~filed a ~~revised~~ motion to dismiss the ~~Amended Complaint~~amended complaint in its entirety as against the Company, and ~~anticipate filing such~~the promissory estoppel claim as against the subsidiary.

The motion to dismiss ~~when~~has been fully briefed and is currently pending before the ~~Court issues a briefing schedule.~~Court.

Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has established a reserve in the amount of the unpaid portion of the purchase ~~agreement.~~agreement, which is included in accounts payable and accrued expenses. An unfavorable outcome may have a material adverse effect on ~~our~~the Company’s business, financial condition and results of operations.

Ding Gu (a/k/a Frank Gu) and Xiaodan Wang Litigation

On January 17, 2020, Ding Gu (a/k/a Frank Gu) (“Gu”) and Xiaodan Wang (“Wang” and with “Gu” collectively, “Plaintiffs”), filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against usthe Company and ~~our~~the Company’s Chief Executive Officer, Milton C. Ault, III, in an action captioned Ding Gu (a/k/a Frank Gu) and Xiaodan Wang v. DPW Holdings, Inc. and Milton C. Ault III (a/k/a Milton Todd Ault III a/k/a Todd Ault), Index No. 650438/2020.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

The Complaint asserts causes of action for declaratory judgment, specific performance, breach of contract, conversion, attorneys’ fees, permanent injunction, enforcement of Guaranty, unjust enrichment, money had and received, and fraud arising from: (i) a series of transactions entered into between Gu and ~~us,~~the Company, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and ~~DPW,~~the Company, in or about July 2019. The Complaint seeks, among other things, monetary damages in excess of $1.1 million, plus a decree of specific performance directing the Company to deliver unrestricted shares of common stock to Gu, plus attorneys’ fees and costs.

The Company intends to vigorously defend against the claims asserted against it in this action.

On May 4, 2020, the Company and Ault jointly filed a motion to dismiss the Complaint in its entirety, with prejudice.

On July ~~24, 2020, Plaintiffs filed their opposition papers to~~28, 2021, the ~~Company’s joint~~Court conducted oral argument in connection with the motion to dismiss. During the oral argument, the Court informed the parties that the Court was dismissing the fraud claim, in its entirety, and provided Plaintiffs an opportunity to amend their fraud claim within sixty days of the date of the oral argument. The Court reserved decision on the other causes of action.

~~The~~On December 14, 2021, the Court entered a decision and order in connection with the motion to dismiss ~~has been fully briefed~~whereby the Court dismissed Plaintiff’s causes of action for specific performance, conversion, permanent injunction, and ~~is currently pending before~~reiterated its prior determination that the ~~court.~~fraud claim was also dismissed. The Court denied the motion to dismiss in connection with the other causes of action asserted in the complaint.

On January 26, 2022, the Company and Mr. Ault filed an answer to the complaint and asserted numerous affirmative defenses.

Based on the Company’s assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. An unfavorable outcome may have a material adverse effect on ~~our~~the Company’s business, financial condition and results of operations.

Subpoena

The Company and certain affiliates and related parties have received ~~a subpoena~~several subpoenas from the SEC for the ~~voluntary~~ production of ~~documents.~~documents and testimony. The Company is fully cooperating with this non-public, fact-finding inquiry and ~~Management believe~~management believes that the Company has operated its business in compliance with all applicable laws. The ~~subpoena~~subpoenas expressly ~~provides~~provide that the inquiry is not to be construed as an indication by the ~~Commission~~SEC or its staff that any violations of the federal securities laws have occurred, nor should itthey be considered a reflection upon any person, entity or security. However, there can be no assurance as to the outcome of this matter.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

~~March 31, 2021~~

Other Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. ~~We are~~The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.

With respect to the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

~~22.~~ 14. STOCKHOLDERS’ EQUITY

~~Preferred Stock~~

The Company is authorized to issue 25.0 million shares of Preferred Stock $0.001 par value. The Board has designated 1.0 million shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 2,500 shares as Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). The rights, preferences, privileges and restrictions on the remaining authorized 23.5 million shares of Preferred Stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. ~~As of March 31, 2021, there were 7,040 shares of Series A Preferred Stock, 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding.~~2022 Issuances

~~Common Stock~~

Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock.

~~2021~~2022 ATM Offering

On ~~January 22, 2021,~~February 25, 2022, the Company entered into an At-The-Market ~~Issuance Sales Agreement, as amended on February 17, 2021 and thereafter on March 5, 2021 (the “2021 Sales Agreement”)~~issuance sales agreement with Ascendiant Capital Markets ~~LLC, or the sales agent, relating~~ to the sale of shares of Common Stock offered by a prospectus supplement and the accompanying prospectus, as amended by the amendments to the sales agreement dated February 16, 2021 and March 5, 2021. In accordance with the terms of the 2021 Sales Agreement, the Company may offer and sell shares of ~~Common Stock~~common stock having an aggregate offering price of up to ~~$200.0~~$200 million from time to time, through an “at the ~~sales agent.~~market offering” program (the “2022 ATM Offering”). As of March ~~5, 2021,~~31, 2022, the Company had sold an aggregate of ~~21.6~~140.0 million shares of ~~Common Stock~~common stock pursuant to the ~~sales agreement~~2022 ATM Offering for gross proceeds of ~~$125.0 million.~~$110.1 million.

~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~15. INCOME TAXES

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~

The Company calculates its interim income tax provision in accordance with ASC 270 and ASC 740. The Company’s effective tax rate (“ETR”) from continuing operations was 0.0% and 0.2% for the three months ended March 31, 2022 and 2021, respectively. The Company had no provision for income taxes for the three months ended March 31, 2022 and recorded an income tax provision of $6,000 for the three months ended March 31, 2021. The difference between the ETR and federal statutory rate of 21% is primarily attributable to items recorded for GAAP but permanently disallowed for U.S. federal income tax purposes and changes in valuation allowance.

16. NET INCOME (LOSS) PER SHARE

~~Issuance~~For the three months ended March 31, 2022, net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for the three months ended March 31, 2022, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for ~~conversion of debt~~

~~During January 2021,~~ the ~~Company issued to Esousa an aggregate of 183,214 shares of~~period. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, upon the exchange of principal and interest in the amount of $200,000 and $16,000, respectively. A loss on extinguishment of $234,000 was recognized on the issuance of common stock based on the fair valueconsist of the ~~Company’s common stock~~following at ~~the date of the exchanges.~~March 31, 2022:

~~23. RELATED PARTY TRANSACTIONS~~

Net Loss Per Share

	a.	~~The Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017. At~~ March 31, ~~2021, the Company has provided loans to AVLP in the principal amount $13.9 million and, in addition to the 12% convertible promissory~~2022
Stock options			6,396,000
Restricted stock grants			2,063,000
Warrants			20,015,000
Convertible notes AVLP has issued to the Company warrants to purchase 27.8 million shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of March 31, 2021, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $2.0 million, and a provision for loan loss of $3.4 million.			165,000
Convertible preferred stock			2,000
Total			28,641,000

~~The Company owns 999,175 shares of AVLP~~Basic and diluted net income per common ~~stock that it acquired in~~share for the ~~open market. At~~three months ended March 31, 2021 ~~the Company’s investment in AVLP common stock had an unrealized gain of $71,000.~~were calculated as follows:

For the Three Months Ended March 31, 2021
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net income attributable to BitNile Holdings $ 1,997,000
Less: Preferred stock dividends (4,000 )

Basic earnings per share
Net income available to common stockholders 1,993,000 39,256,000 $ 0.05

Effect of dilutive securities
Stock options - 505,000
8% convertible notes, related party 8,000 276,000
4% convertible notes 7,000 165,000

Diluted earnings per share
Income available to common stockholders plus assumed conversions $ 2,008,000 40,202,000 $ 0.05

Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Executive Chairman of the Board of the Company. Mr. Horne is the Chief Financial Officer and a director of AVLP and Chief Executive Officer, Vice Chairman and Director of the Company. Mr. Nisser is General Counsel of AVLP and President, General Counsel and Director of the Company.
In March 2017, the Company was awarded a $50.0 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. On April 12, 2019, the Company received payment of $2.7 million for manufacturing services performed on the first MLSE system. At December 31, 2020, the Company had recorded a receivable from MTIX of $1.2 million.
b. On March 12, 2021, DP Lending, entered into a securities purchase agreement with Alzamend to invest $10.0 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. DP Lending funded $4.0 million upon execution of the securities purchase agreement, which included the conversion of a short-term advance of $750,000 and a convertible promissory note of $50,000. The remaining $6.0 million will be funded upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, in aggregate, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10.0 million, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by the Company’s independent directors after receiving a third-party valuation report of Alzamend.
In addition to the Alzamend common shares purchased on March 9, 2021, the Company also held 427,888 shares of Alzamend common stock that it had acquired during the years ended December 31, 2020 and 2019 for $252,000. At March 31, 2021, the estimated fair value of Alzamend’s common stock was $1.50. Based upon the estimated fair value of Alzamend common stock at March 31, 2021, the Company’s investment in Alzamend common stock had an unrealized gain of $236,000.
~~AULT GLOBAL HOLDINGS~~17. SEGMENT AND ~~SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~
~~March 31, 2021~~
Mr. Ault is Executive Chairman of Alzamend’s Board of Directors and the Chairman of the Board. Mr. William B. Horne and Mr. Henry Nisser are directors of Alzamend and the Company. Mr. Kenneth S. Cragun is Chief Financial Officer of Alzamend and the Company.
c. On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to the Company. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022, Ault and Company is the Manager of Philou which presently owns 125,000 shares of the Company’s Series B Preferred Stock. Mr. Ault and Mr. Horne serve as the Chief Executive Officer and Chief Financial Officer, respectively, of Ault & Company.
d. On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $2.7 million. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. During April 2021, the Company entered into an agreement for the subsequent sale of the residence, which closed on April 19, 2021.
~~24. SEGMENT,~~ CUSTOMERS ~~AND GEOGRAPHICAL~~ INFORMATION

The Company ~~has~~had six reportable segments as of March 31, 2022 and three ~~reportable segments;~~as of March 31, 2021; see Note 1 for a brief description of the Company’s business.

The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC No. 280. The total income (loss) from operations of the Company’s reportable segments is different than the Company’s consolidated income (loss) from operations due to Ault Global Holdings corporate expenses.
Three Months ended March 31, 2021
GWW Coolisys Ault Alliance Total
Revenue $ 6,350,019 $ 1,382,349 $ 172,143 $ 7,904,511
Revenue, lending and trading
activities — — 5,210,222 5,210,222
Revenue, cryptocurrency
mining — — 129,896 129,896
Total revenues $ 6,350,019 $ 1,382,349 $ 5,512,261 $ 13,244,629

Depreciation and
amortization expense $ 213,217 $ 6,810 $ 45,816 $ 265,843

Loss from operations $ 211,658 $ (200,332 ) $ 4,033,013 $ 4,044,339

Capital expenditures for
segment assets, as of
March 31, 2021 $ 92,268 $ - $ 4,256,603 $ 4,348,871

Identifiable assets as of
March 31, 2021 $ 29,838,776 $ 1,720,894 $ 202,470,739 $ 234,030,409
~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~
~~March 31, 2021~~
Three Months ended March 31, 2020
GWW Coolisys Ault Alliance Total
Revenue $ 4,387,447 $ 1,181,835 $ — $ 5,569,282
Revenue, lending and trading
activities — — 36,152 36,152
Total revenues $ 4,387,447 $ 1,181,835 $ 36,152 $ 5,605,434

Depreciation and
amortization expense $ 150,014 $ 108,218 $ — $ 258,232

Loss from operations $ 95,756 $ (218,544 ) $ (35,713 ) $ (158,501 )

Capital expenditures for
segment assets, as of
March 31, 2020 $ 138,672 $ 669 $ 16,640 $ 155,981

Identifiable assets as of
March 31, 2020 $ 20,827,301 $ 15,352,192 $ 1,586,215 $ 37,765,708
~~Concentration Risk:~~
~~The following tables provide the percentage of total revenues~~ for the three months ended March 31, ~~2021 and 2020 attributable to a single customer from which 10% or more of total revenues are derived.~~2022:

For the Three Months Ended
March 31, 2021

Total Revenues Percentage of
by Major Total Company
Customers Revenues
Customer A $ 2,107,072 16 %
GWW TurnOnGreen Ault
Alliance Cryptocurrency Real Estate Ault
Disruptive Holding
Company Total
Revenue $ 7,245,000 $ 1,129,000 $ 7,000 $ - $ - $ - $ - $ 8,381,000
Revenue, cryptocurrency
mining, net - - - 3,548,000 - - - 3,548,000
Revenue, commercial real
estate leases - - - 278,000 - - - 278,000
Revenue, lending and trading
activities - - 17,921,000 - - - - 17,921,000
Revenue, hotel operations - - - - 2,698,000 - - 2,698,000
Total revenues $ 7,245,000 $ 1,129,000 $ 17,928,000 $ 3,826,000 $ 2,698,000 $ - $ - $ 32,826,000

Depreciation and amortization expense $ 221,000 $ 6,000 $ 34,000 $ 1,527,000 $ 828,000 $ - $ 26,000 $ 2,642,000

Income (loss) from operations $ (144,000 ) $ (1,175,000 ) $ 11,912,000 $ (363,000 ) $ (1,382,000 ) $ (297,000 ) $ (7,521,000 ) $ 1,030,000

Capital expenditures for the
three months ended March 31,
2022 $ 129,000 $ 75,000 $ 88,000 $ 34,987,000 $ 34,000 $ - $ 46,000 $ 35,359,000
Segment information for the three months ended March 31, 2021:

For the Three Months Ended
March 31, 2020

Total Revenues Percentage of
by Major Total Company
Customers Revenues
Customer A $ 1,854,295 33 %
GWW TurnOnGreen Ault
Alliance Holding
Company Total
Revenue $ 6,350,000 $ 1,383,000 $ 172,000 $ - $ 7,905,000
Revenue, cryptocurrency mining, net 130,000 130,000
Revenue, lending and trading activities - - 5,210,000 - 5,210,000
Total revenues $ 6,350,000 $ 1,383,000 $ 5,512,000 $ - $ 13,245,000

Depreciation and amortization expense $ 213,000 $ 7,000 $ 43,000 $ 3,000 $ 266,000

Income (loss) from operations $ 212,000 $ (200,000 ) $ 4,033,000 $ (2,844,000 ) $ 1,201,000

Capital expenditures for the three months
ended March 31, 2021 $ 92,000 $ - $ 4,257,000 $ - $ 4,349,000

~~Revenue from Customer A is attributable to Enertec. Further, at March 31, 2021, MTIX represented all the Company’s accounts and other receivable, related party.~~
18. SUBSEQUENT EVENTS

~~25. SUBSEQUENT EVENTS~~2022 ATM Offering

~~Extension~~During the period between April 1, 2022 through May 20, 2022, the Company sold an aggregate of ~~AVLP Loan Agreement~~88.2 million shares of common stock pursuant to the 2022 ATM Offering for gross proceeds of $49.4 million.
Investments in Alpha Fund
During the period between April 1, 2022 through May 16, 2022, the Company purchased an additional $3.0 million of limited partnership interests in the Alpha Fund. As of May 16, 2022, the Company had subscribed for $21.0 million of limited partnership interests.
Investments in Alzamend

On April ~~13, 2021,~~26, 2022, DP Lending funded the ~~AVLP Loan Agreement was increased~~remaining $4 million due to ~~up to $15,000,000 and extended to December 31, 2023. As~~Alzamend upon its achievement of the final milestone.
EYP Acquisition
On April ~~14, 2021,~~25, 2022, the Company announced that its subsidiary, Ault Alliance has ~~provided loans~~agreed to ~~AVLP~~lend approximately $12 million (inclusive of existing loans) through a super-priority debtor-in-possession (“DIP”) loan to, and entered into an asset purchase agreement with, EYP, Inc. and its affiliates (“EYP”) providing for the acquisition of all of EYP’s assets for an aggregate consideration of approximately $68 million (the “Asset Purchase”). Ault Alliance will also make an offer of employment to all current employees of EYP. EYP is an integrated architecture, engineering, and design services company specializing in higher education, healthcare, government and science & technology with offices in 11 cities across the United States.
The asset purchase agreement constitutes a “stalking horse” bid in a sale process being conducted under Section 363 of the U.S. Bankruptcy Code. As such, Ault Alliance’s acquisition of EYP’s assets remains subject to approval by the United States Bankruptcy Court for the District of Delaware, following court-approved bidding procedures, including the potential receipt of competing offers for EYP’s assets at auction. It is expected that the sale process will be completed by June 2022, and that throughout the sale process, the business will continue to operate in the ~~principal amount $13,924,136~~ordinary course providing services to its customers. As part of the purchase, Ault Alliance will be able to include the value of its DIP loan as part of its bid at closing. Consummation of the Asset Purchase is subject to Bankruptcy Court approved bidding procedures, higher and better offers made in ~~addition to~~ the ~~12% convertible promissory notes, AVLP has issued to~~auction by other potential bidders, approval of the ~~Company warrants to purchase 27,848,272 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years.~~highest bidder by the Bankruptcy Court and customary closing conditions.

~~Issuance~~Increase in Ownership of ~~Common Stock for Convertible Promissory Note~~Alliance Cloud Services, LLC

On May 12, ~~2021,~~2022, BNI closed a $1.8 million membership interest purchase agreement whereby BNI acquired the ~~Company issued 275,862 shares~~30% minority interest of ~~Common Stock to Ault & Company, Inc. upon~~Alliance Cloud Services, LLC (“ACS”) which BNI did not previously own, resulting in ACS becoming a wholly-owned subsidiary of BNI. ACS owns and operates the ~~conversion of $400,000 of principal on an 8% Convertible Promissory Note dated February 5, 2020.~~
~~AULT GLOBAL HOLDINGS AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Unaudited (Continued)~~
~~March 31, 2021~~
~~Sale of Naked Brand Group Stock~~
~~In April 22, 2021, DP Lending sold 47,058,824 shares of Naked Brand Group Limited for gross proceeds of $29.3 million. DP Lending remitted 99% of~~Company’s Michigan data center, where BNI conducts the ~~proceeds to the institutional investor and retained 1% or $293,000, which will be recorded as revenue in April 2021.~~Company’s Bitcoin mining operations.
ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this quarterly report, the “Company,” ~~“DPW Holdings,~~“BitNile,” “we,” “us” and “our” refer to ~~Ault Global~~BitNile Holdings, Inc., a Delaware ~~corporation, our wholly-owned~~corporation. BitNile is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly owned subsidiaries ~~Gresham Worldwide, Inc., Coolisys Technologies, Corp, Ault Alliance, Inc., Digital Power Lending, LLC, Digital Farms, Inc., Gresham Power Electronics, Enertec Systems 2001 Ltd.~~ and ~~our majority owned subsidiary, Microphase Corporation.~~strategic investments, the Company owns and operates a data center at which it mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company owns and operates hotels and extends credit to select entrepreneurial businesses through a licensed lending subsidiary.

Recent Events and Developments
~~2021 ATM Offering~~

On ~~January 22, 2021,~~February 4, 2022, we and our wholly owned subsidiary Ault Alliance, Inc. (“Ault Alliance”) entered into a securities purchase agreement providing for our purchase of BitNile, Inc. (“BNI”) from Ault Alliance. As a result of this transaction, both BNI and Ault Alliance are each stand-alone wholly owned subsidiaries of ours.
On February 10, 2022, consistent with our objective to have BNI operate the entirety of our business that relates to cryptocurrencies, Ault Alliance assigned the entirety of its interest in Alliance Cloud Services, LLC (“ACS”) to BNI.
On February 25, 2022, we entered into an At-The-Market ~~Issuance Sales Agreement, as amended on February 17, 2021 and thereafter on March 5, 2021 (the “2021 Sales Agreement”)~~issuance sales agreement with Ascendiant Capital Markets, LLC ~~or the sales agent, relating~~ to the sale of shares of Common Stock offered by a prospectus supplement and the accompanying prospectus, as amended by the amendments to the sales agreement dated February 16, 2021 and March 5, 2021. In accordance with the terms of the 2021 Sales Agreement, we may offer and sell shares of ~~Common Stock~~common stock having an aggregate offering price of up to $200 million from time to time, through an “at the ~~sales agent.~~market offering” program (the “2022 ATM Offering”). As of March ~~5, 2021,~~31, 2022, we had sold an aggregate of ~~21.6~~140.0 million shares of ~~Common Stock~~common stock pursuant to the ~~sales agreement~~2022 ATM Offering for gross proceeds of ~~$125~~$110.1 million.
~~Issuance of common stock for conversion of debt~~
During January 2021, principal and accrued interest of $200,000 and $16,000, respectively, on our debt securities was satisfied through the issuance of 183,214 shares of Common Stock. We recognized a loss on extinguishment of $234,000 as a result of this issuance.
~~Acquisition of Michigan Cloud Data Center~~
On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $3.9 million. The purchase price was paid by the Company’s own working capital.
~~Investment in Alzamend Neuro, Inc.~~

On March ~~12, 2021,~~20, 2022, we ~~announced that its~~and our majority owned subsidiary Imperalis Holding Corp. (“IMHC”) entered into a securities purchase agreement (the “Agreement”) with TurnOnGreen, Inc. (“TOGI”), a wholly owned subsidiary of ours. According to the Agreement, we will (i) deliver to IMHC all of the outstanding shares of common stock of TOGI that we own, and (ii) forgive and eliminate the intracompany accounts between us and TOGI evidencing historical equity investments made by us in TOGI, in the approximate amount of $25,000,000, in consideration for the issuance by IMHC to us (the “Transaction”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “IMHC Preferred Stock”), with each such share having a stated value of $1,000. The closing of the Transaction is subject to our delivery to IMHC of audited financial statements of TOGI and other customary closing conditions. Immediately following the completion of the Transaction, TOGI will be a wholly-owned subsidiary of IMHC. The parties to the Agreement have agreed that, upon completion of the Transaction, IMHC will change its name to TurnOnGreen, Inc., and, through an upstream merger whereby the current TOGI shall cease to exist, IMHC shall have TOGI’s two operating subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Promptly following the closing of the Transaction, IMHC will dissolve its three dormant subsidiaries.
On March 30, 2022, we fully paid our $66 million senior secured notes (the “Senior Notes”) and accrued interest. The 10% original issuance discount promissory notes were sold in December 2021 and were due and payable on March 31, 2022.
On April 22, 2022, Ault Alliance entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with EYP Group Holdings, Inc. and each of its subsidiaries and affiliates listed on the signature page to the Asset Purchase Agreement (collectively, “EYP”), pursuant to which Ault Alliance agreed to purchase substantially all of the assets of EYP (such assets, the “Assets,” and such transaction, the “Asset Purchase”). On April 24, 2022, EYP filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Bankruptcy Court has permitted joint administration of the Chapter 11 cases under the caption “In re EYP Group Holdings, Inc., et al.”, Case No. 22-10367 (MFW) (the “Chapter 11 Cases”).
Under the Asset Purchase Agreement, Ault Alliance or its designee(s), upon the closing of the transactions contemplated thereby, will purchase the Assets and assume certain of EYP’s obligations associated with the purchased Assets through a supervised sale under Section 363 of the Bankruptcy Code. Ault Alliance’s stalking horse bid is based on an enterprise value of approximately Sixty-Seven Million Seven Hundred Thousand Dollars ($67,700,000), which includes the purchase price for the Assets under the Asset Purchase Agreement of Sixty-Two Million Five Hundred Thousand Dollars ($62,500,000), as adjusted by a closing working capital adjustment (the “Purchase Price”), plus Ault Alliance’s assumption of certain liabilities. The Purchase Price would be paid in cash, less the outstanding amount of the DIP Loans and the senior secured loans previously issued by Ault Alliance to EYP, in an approximate aggregate amount of Eleven Million Seven Hundred Fifty Thousand Dollars ($11,750,000), and less the amount of certain liabilities assumed by Ault Alliance. The Asset Purchase Agreement requires the Asset Purchase to close by June 30, 2022. Consummation of the Asset Purchase is subject to Bankruptcy Court approved bidding procedures, higher and better offers made in the auction by other potential bidders, approval of the highest bidder by the Bankruptcy Court and customary closing conditions.
In connection with the Chapter 11 Cases, EYP filed a motion seeking Bankruptcy Court approval of debtor-in-possession financing on the terms set forth in that certain Senior Secured Superpriority Debtor-in-Possession Financing Term Sheet, dated April 22, 2022 (the “DIP Financing Agreement”), by and among Ault Alliance and EYP. The DIP Financing Agreement provides for senior secured superpriority debtor-in-possession financing facilities (the “DIP Financing”) in a $5 million commitment, with up to $2.5 million of such commitment available upon entry of an interim order (the “Interim DIP Order”) approving the DIP Financing (the “Initial Draw”). The DIP Financing will become available upon the satisfaction of customary conditions precedent thereto, including the entry of the Interim DIP Order. The remaining portion of the commitment, minus the Initial Draw, shall become available upon entry of the final order of the Bankruptcy Court approving the DIP Financing (collectively, any borrowings under the DIP Financing the “DIP Loans”). On April 26, 2022, the Bankruptcy Court entered the Interim DIP Order. On or about April 29, 2022, EYP made an Initial Draw in the amount of $1.5 million pursuant to the Interim DIP Order. A hearing on approval of the DIP Financing on a final basis is scheduled for May 25, 2022.
The DIP Financing matures on the earlier of (i) June 30, 2022, (ii) the closing date following entry of one or more final orders approving the sale of the Assets in the Chapter 11 Cases, (iii) the acceleration of any outstanding DIP Loans following the occurrence of an uncured event of default (as defined in the DIP Financing Agreement), or (iv) entry of an order by the Bankruptcy Court in the Chapter 11 Cases either (a) dismissing such case or converting such Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or (b) appointing a Chapter 11 trustee or an examiner with enlarged powers relating to the operation of the business of EYP (i.e., powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), in each case without the consent of Ault Alliance.
On April 26, 2022, Digital Power Lending, LLC (“DP Lending”) made an additional $4 million investment in Alzamend Neuro, Inc. (“Alzamend”), a related party and early clinical-stage biopharmaceutical company focused on developing novel products for the treatment of neurodegenerative diseases and psychiatric disorders. During 2021, DP Lending entered into a securities purchase agreement (the “SPA”) with Alzamend ~~a related party,~~ to invest $10 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. ~~We agreed~~DP Lending had previously funded $6 million pursuant to ~~fund $4 million upon execution~~the terms of the ~~securities purchase agreement~~SPA and ~~to fund~~ the ~~balance upon Alzamend achieving~~achievement of certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for ~~Alzamend’s lithium based ionic cocrystal therapy, known as~~ AL001. ~~Under~~On April 26, 2022, DP Lending funded the ~~securities purchase agreement, Alzamend has agreed~~remaining amount due to sell up to 6,666,667 shares of its common stock to DPL for $10 million, or $1.50 per share, and issue to DPL warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by our independent directors after receiving a third-party valuation report of Alzamend.
~~Investment in Ault & Company, Inc.~~
~~$2.5 million 8% one year~~ ~~On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to us. The principal amount~~achievement of the ~~Secured Promissory Note, plus any accrued and unpaid interest at a rate~~final milestone, the receipt of ~~8% per annum, is due and payable on February 25, 2022.~~
~~Executive Chairman relocation benefit~~the full data set from Alzamend’s Phase 1 clinical trial for AL001.

On ~~February 23, 2021, as part~~May 12, 2022, BNI closed a $1.8 million membership interest purchase agreement whereby BNI acquired the 30% minority interest of ACS which BNI did not previously own, resulting in ACS becoming a ~~relocation benefit for~~wholly-owned subsidiary of BNI. ACS owns and operates our ~~Executive Chairman, Milton C. Ault, III, related to~~Michigan data center, where BNI conducts our moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, we agreed to purchase Mr. Ault’s California residence for the appraised market value of the property of $2.7 million. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. During April 2021, the Company entered into an agreement for the subsequent sale of the residence, which closed on April 19, 2021.Bitcoin mining operations.

~~Forgiveness of Debt~~
~~On January 11, 2021we received forgiveness of a loan under the PPP in the principal amount of $715,000.~~
~~Impact of Coronavirus on Our Operations~~
The COVID-19 pandemic continues to present significant business challenges in 2021. During the first quarter of 2021, we continued to experience impacts in each of our business areas related to COVID-19, primarily in continued increased coronavirus-related costs, delays in supplier deliveries, impacts of travel restrictions, site access and quarantine restrictions, and the impacts of remote work and adjusted work schedules. During the first quarter, we continued to take measures to protect the health and safety of our employees, including measures to facilitate the provision of vaccines to our employees in line with state and local guidelines. We also continued to work with our customers and suppliers to minimize disruptions.
Although the COVID-19 pandemic did not have a significant impact on our financial results in the first quarter of 2021, the ultimate impact of COVID-19 on our operations and financial performance in future periods, including our ability to execute our programs in the expected timeframe, remains uncertain and will depend on future pandemic related developments, including the duration of the pandemic, any potential subsequent waves of COVID-19 infection, the effectiveness, distribution and acceptance of COVID-19 vaccines, and related government actions to prevent and manage disease spread, all of which are uncertain and cannot be predicted. The long-term impacts of COVID-19 on demand for our products and services are also difficult to predict but could negatively affect our future results and business operations. For additional risks to the corporation related to the COVID-19 pandemic, see Item 1A, Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020.
~~GENERAL~~General

As a holding company, our business strategy is designed to increase ~~shareholder~~stockholder value. Under this strategy, we are focused on managing and financially supporting our existing subsidiaries and partner companies, with the goal of pursuing monetization opportunities and maximizing the value returned to ~~shareholders.~~stockholders. We have, are and will consider initiatives including, among others: public offerings, the sale of individual partner companies, the sale of certain or all partner company interests in secondary market transactions, or a combination thereof, as well as other opportunities to maximize ~~shareholder~~stockholder value. We anticipate returning value to ~~shareholders~~stockholders after satisfying our debt obligations and working capital needs.

From time to time, we engage in discussions with other companies interested in our subsidiaries or partner companies, either in response to inquiries or as part of a process we initiate. To the extent we believe that a subsidiary partner company’s further growth and development can best be supported by a different ownership structure or if we otherwise believe it is in our ~~shareholders’~~stockholders’ best interests, we will seek to sell some or all of our position in the subsidiary or partner company. These sales may take the form of privately negotiated sales of stock or assets, mergers and acquisitions, public offerings of the subsidiary or partner company’s securities and, in the case of publicly traded partner companies, sales of their securities in the open market. Our plans may include taking subsidiaries or partner companies public through rights offerings and directed share subscription programs. We will continue to consider these (or similar) programs and the sale of certain subsidiary or partner company interests in secondary market transactions to maximize value for our ~~shareholders.~~
stockholders.
Over the recent past we have provided capital and relevant expertise to fuel the growth of businesses in defense/aerospace, industrial, telecommunications, medical, crypto-mining, textiles and ~~textiles.~~a select portfolio of commercial hospitality properties. We have provided capital to subsidiaries as well as partner companies in which we have an equity interest or may be actively involved, influencing development through board representation and management support.

We are a Delaware corporation with our corporate office located at 11411 Southern Highlands Pkwy, ~~#240,~~Suite 240, Las Vegas, ~~Nevada~~NV 89141. Our phone number is 949-444-5464 and our website address is ~~www.aultglobal.com.~~www.bitnile.com.

Results of Operations

~~RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH~~Results of Operations for the Three Months Ended March 31, 2022 and 2021 ~~AND 2020~~

The following table summarizes the results of our operations for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

For the Three Months Ended
March 31,
2021 2020

Revenue $ 7,904,511 $ 5,569,282
Revenue, cryptocurrency mining 129,896 —
Revenue, lending and trading activities 5,210,222 36,152
Total revenue 13,244,629 5,605,434
Cost of revenue 5,107,908 3,853,435
Gross profit 8,136,721 1,751,999
Total operating expenses 6,935,728 4,681,783
Income (loss) from continuing operations 1,200,993 (2,929,784 )
Interest income 36,923 320
Interest expense (313,934 ) (1,086,163 )
Change in fair value of marketable equity securities 1,959,791 (365,359 )
Realized gain on marketable securities 397,331 —
Gain (loss) on extinguishment of debt 481,533 (463,134 )
Change in fair value of warrant liability (678,769 ) 4,411

Income (loss) from continuing operations before income taxes 3,083,868 (4,839,709 )
Income tax (expense) benefit (5,901 ) 5,905
Net income (loss) from continuing operations 3,077,967 (4,833,804 )
Net loss from discontinued operations, net of taxes — (1,697,744 )
Net income (loss) 3,077,967 (6,531,548 )
Less: Net gain attributable to non-controlling interest (1,080,586 ) —
Net income (loss) attributable to Ault Global Holdings 1,997,381 (6,531,548 )
Preferred dividends (4,400 ) (4,460 )
Net income (loss) available to common stockholders $ 1,992,981 $ (6,536,008 )

Comprehensive income (loss)
Income (loss) available to common stockholders $ 1,992,981 $ (6,536,008 )
Other comprehensive income (loss)
Foreign currency translation adjustment (92,694 ) (148,607 )
Net unrealized gain (loss) on derivative securities of related party 2,969,170 (1,242,094 )
Other comprehensive income (loss) 2,876,476 (1,390,701 )
Total comprehensive income (loss) $ 4,869,457 $ (7,926,709 )
For the Three Months Ended
March 31,
2022 2021
Revenue $ 8,659,000 $ 7,905,000
Revenue, cryptocurrency mining, net 3,548,000 130,000
Revenue, hotel operations 2,698,000 -
Revenue, lending and trading activities 17,921,000 5,210,000
Total revenue 32,826,000 13,245,000
Cost of revenue 10,494,000 5,108,000
Gross profit 22,332,000 8,137,000
Operating expenses
Research and development 695,000 602,000
Selling and marketing 6,481,000 1,242,000
General and administrative 13,687,000 5,092,000
Impairment of mined cryptocurrency 439,000 -
Total operating expenses 21,302,000 6,936,000

Income from operations 1,030,000 1,201,000
Interest and other income 449,000 37,000
Interest expense (29,824,000 ) (314,000 )
Change in fair value of marketable equity securities - 1,960,000
Realized gain on marketable securities 109,000 397,000
Loss from investment in unconsolidated entity (533,000 ) -
Gain on extinguishment of debt - 482,000
Change in fair value of warrant liability (18,000 ) (679,000 )
(Loss) income before income taxes (28,787,000 ) 3,084,000
Income tax (provision) benefit - (6,000 )
Net (loss) income (28,787,000 ) 3,078,000
Net loss (income) attributable to non-controlling interest 15,000 (1,081,000 )
Net (loss) income attributable to BitNile Holdings, Inc. (28,772,000 ) 1,997,000
Preferred dividends (5,000 ) (4,000 )
Net (loss) income available to common stockholders $ (28,777,000 ) $ 1,993,000

Comprehensive (loss) income
Net (loss) income available to common stockholders $ (28,777,000 ) $ 1,993,000
Other comprehensive income (loss)
Foreign currency translation adjustment (287,000 ) (93,000 )
Net unrealized gain on derivative securities of related party - 2,969,000
Other comprehensive (loss) income (287,000 ) 2,876,000
Total comprehensive (loss) income $ (29,064,000 ) $ 4,869,000
Revenues

Revenues by segment for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are as follows:

For the Three Months Ended March 31, Increase For the Three Months Ended March 31, Increase
2021 2020 (Decrease) % 2022 2021 (Decrease) %

GWW $ 6,350,019 $ 4,387,447 $ 1,962,572 45 %
Coolisys 1,382,349 1,181,835 200,514 17 %
Gresham Worldwide, Inc. (“GWW”) $ 7,245,000 $ 6,350,000 $ 895,000 14 %
TOGI 1,129,000 1,383,000 (254,000 ) -18 %
Cryptocurrency
Revenue, cryptocurrency mining, net 3,548,000 130,000 3,418,000 2,629 %
Revenue, commercial real estate leases 278,000 172,000 106,000 62 %
Real estate 2,698,000 - 2,698,000 —
Ault Alliance:
Revenue, cryptocurrency mining 129,896 — 129,896 -
Revenue, lending and trading activities 5,210,222 36,152 5,174,070 14312 % 17,921,000 5,210,000 12,711,000 244 %
Other 172,143 — 172,143 — 7,000 - 7,000 —
Total revenue $ 13,244,629 $ 5,605,434 $ 7,639,195 136 % $ 32,826,000 $ 13,245,000 $ 19,581,000 148 %

Our revenues increased by ~~$7,639,195,~~$19.6 million, or ~~136%~~148%, to ~~$13,244,629~~$32.8 million for the three months ended March 31, ~~2021,~~2022, from ~~$5,605,434~~$13.2 million for the three months ended March 31, ~~2020.~~2021.

GWW

GWW revenues increased by ~~$2.0~~$0.9 million, or ~~45%~~14%, to $7.2 million for the three months ended March 31, 2022, from $6.4 million for the three months ended March 31, ~~2021, from $4.4 million for the three months ended March 31, 2020.~~2021. The increase in revenue from our ~~Gresham Worldwide~~GWW segment for customized solutions for the military markets ~~reflected the benefit of capital that was allocated to our defense business based on the overall improved capital structure of the Company. GWW~~reflects higher revenue ~~in 2021 includes $1.8 million from Relec, which was acquired on November 30, 2020. Revenue~~ from Enertec, which largely consists of revenue recognized over time, grew to $3.3 million for the three months ended March 31, ~~2021 increased $133,000~~2022, an increase of $0.8 million, or ~~5.8%~~33.4%, from $2.4 million in the prior-year period.

~~Coolisys~~TOGI

~~Coolisys~~TOGI revenues ~~increased by $201,000,~~for the three months ended March 31, 2022 of $1.1 million declined $0.3 million, or ~~16%~~18%, tofrom $1.4 million for the three months ended March 31, 2021, ~~from $1.2 million for three months ended March 31, 2020.~~due to supply chain challenges.

~~Ault Alliance~~Cryptocurrency

Revenues from our cryptocurrency mining operations ~~revenues increased by $130,000, or 100% from~~were $3.5 million for the three months ended March 31, ~~2020, as~~2022, compared to $0.1 million for three months ended March 31, 2021. During 2021, we ~~resumed~~purchased Bitcoin mining equipment and increased our cryptocurrency mining ~~operations during the first quarter of 2021, due to improved business conditions.~~activities. Our decision to ~~resume~~increase our cryptocurrency mining operations in 2021 was based on several factors, which ~~had~~ positively affected the number of active miners we operated, including the market prices of digital currencies, and favorable power costs available at our Michigan data center.

Real Estate
Real estate segment revenues were $2.7 million for the three months ended March 31, 2022 compared to nil for the three months ended March 31, 2021. On December 22, 2021, the real estate segment acquired four hotel properties for $71.3 million, consisting of a 136-room Courtyard by Marriott, a 133-room Hilton Garden Inn and a 122-room Residence Inn by Marriott in Middleton, WI, as well as a 135-room Hilton Garden Inn in Rockford, IL. Other than the cryptocurrency segment Michigan data center, we did not have any income-producing real estate prior to the hotel acquisitions.
Ault Alliance
Revenues from our lending and trading activities increased to $17.9 million for the three months ended March 31, 2022, from $5.2 million for the three months ended March 31, 2021, ~~from $36,000 for the three months ended March 31, 2020 attributed~~which is attributable to a significant allocation of capital from our ~~recent~~ equity financing transactions to our loan and investment portfolio. During the three months ended March 31, 2022, DP Lending generated significant income from appreciation of investments in marketable securities as well as shares of common stock underlying convertible notes and warrants issued to DP Lending in certain financing transactions. Under its business model, DP Lending also generates revenue through origination fees charged to borrowers and interest generated from each loan. ~~DP Lending may also generate income~~
Revenues from ~~appreciation of investments~~our trading activities during the three months ended March 31, 2022 included significant net gains on equity securities, including unrealized gains and losses from market price changes. These gains and losses have caused, and will continue to cause, significant volatility in ~~marketable securities as well as any shares of common stock underlying convertible notes or warrants issued to DP Lending in any particular financing.~~our periodic earnings.

Gross ~~margins~~Margins

Gross margins increased to ~~61.2%~~68.0% for the three months ended March 31, ~~2021~~2022, compared to ~~31.3%~~61.4% for the three months ended March 31, ~~2020.~~2021. Our gross margins have typically ranged between 33% and 37%, with slight variations depending on the overall composition of our revenue.

Our gross margins of ~~61.2%~~68.0% recognized during the three months ended March 31, ~~2021,~~2022 were impacted by the favorable margins from our lending and trading activities. Excluding the effects of margin from our lending and trading activities, our adjusted gross margins for the three months ended March 31, ~~2021,~~2022, would have been ~~36.1%~~30%, ~~consistent with~~slightly lower than our historical ~~average.~~
~~Engineering and product development~~
~~Engineering and product development expenses increased by $161,000~~range, due in part to ~~$602,000~~lower margins at TOGI related to higher freight costs for the three months ended March 31, ~~2021, from $441,000~~2022.
Research and Development
Research and development expenses increased by $0.1 million for the three months ended March 31, ~~2020.~~2022, from $0.6 million for the three months ended March 31, 2021. The increase in ~~engineering~~research and ~~product~~ development expenses is due to ~~cost incurred~~product development efforts at ~~Coolisys related to the development of our electric vehicle charger products.~~GWW.

Selling and ~~marketing~~Marketing

Selling and marketing expenses were $6.5 million for the three months ended March 31, 2022, compared to $1.2 million for the three months ended March 31, 2021, ~~compared~~an increase of $5.2 million, or 422%. The increase was the result of $5.0 million higher marketing costs at Ault Alliance, including $3.5 million related to ~~$338,000~~an advertising sponsorship agreement as well as increases in sales and marketing personnel and consultants. The increase is also attributable to a $0.2 million increase in costs incurred at TOGI to grow our selling and marketing infrastructure related to our EV charger products.
General and Administrative
General and administrative expenses were $13.7 million for the three months ended March 31, ~~2020, an increase of $903,000 or 267.1%. The increase was the result of increases in personnel costs directly attributed~~2022, compared to ~~an increase in sales and marketing personnel and consultants primarily at Ault Alliance related to digital marketing through Tansocial and digital learning.~~
~~General and administrative~~
~~General and administrative expenses were~~ $5.1 million for the three months ended March 31, 2021, ~~compared to $2.9 million for the three months ended March 31, 2020,~~ an increase of ~~$2.2 million.~~$8.6 million, or 169%. General and administrative expenses increased from the comparative prior period, mainly due to higher consulting, audit, legal and insurance costs. In addition, we have increased our general and administrative costs related to our Michigan Data Center, operated by Alliance Cloud Services. General and administrative expenses in 2021 include $341,000 of costs from Relec, which was acquired on November 30, 2020.to:
· non-cash stock compensation costs of $2.6 million;
· general and administrative costs of $1.8 million from our hotel operations, which were acquired in December 2021;
· increased costs of $0.9 million related to the Michigan data center, operated by ACS; and
·
higher legal expense of $1.3 million, salaries of $0.5 million and audit fees of $0.3 million.

Income ~~(loss) from continuing operations~~From Operations

We recorded income from ~~continuing~~ operations of $1.0 million for the three months ended March 31, 2022, compared to $1.2 million for the three months ended March 31, ~~2021, compared~~2021. The decrease in operating income is attributable to anthe increase in operating ~~loss of $2.9~~expenses partially offset by the increase in revenue and gross margins.
Interest and Other Income
Interest and other income was $0.4 million for the three months ended March 31, ~~2020. The prior year period included a $1.0 million provision for credit losses. In addition, the improve in operating results is attributable~~2022 compared to ~~an increase in revenue and gross margins partially offset by the increase in general and administrative expenses.~~
~~Provision for credit losses~~
Loans are generally carried at the amount of unpaid principal, adjusted for unearned loan fees and original issue discount, which are amortized over the term of the loan using the effective interest rate method. Interest on loans is accrued based on the principal amounts outstanding. During the three months ended March 31, 2021 and 2020, we evaluated the collectability of both interest and principal for the convertible promissory notes in AVLP to determine whether there was an impairment. As of March 31, 2020, based on information and events available at that time, primarily the value of the underlying conversion feature and recent economic events, we concluded that an impairment existed and, accordingly, we recorded a $1.0 million provision for credit losses.
~~Interest income~~
~~Interest income was~~ $37,000 for the three months ended March 31, ~~2021 compared to $320~~2021. Other income for the three months ended March 31, ~~2020.~~2022 included $0.3 million other income from Alpha Fund, which was formed in July 2021.
5

Interest ~~expense~~Expense

Interest expense was ~~$314,000 for the three months ended March 31, 2021 compared to $1.1~~$29.8 million for the three months ended March 31, ~~2020. The decrease in interest expense~~2022, compared to $0.3 million for the three months ended March 31, ~~2021 is primarily related~~2021. The increase in interest expense relates to the ~~decrease~~$66.0 million of Senior Notes issued in ~~our level~~December 2021, which were fully paid in March 2022. Interest expense from these Senior Notes included the amortization of ~~borrowings.~~debt discount of $26.3 million from the issuance of warrants, a non-cash charge, and original issue discount, in connection with these Senior Notes.
Change in ~~fair value~~Fair Value of ~~warrant liability~~Warrant Liability

During the three months ended March 31, ~~2020,~~2022, the fair value of the warrants that were issued during ~~2020~~2021 in a series of debt financings increased by ~~$679,000.~~$18,000. The fair value of these warrants is re-measured at each financial reporting period and immediately before exercise, with any changes in fair value recorded as change in fair value of warrant liability in the ~~Consolidated Statements~~condensed consolidated statements of ~~Operations~~operations and ~~Comprehensive Income (Loss).~~comprehensive loss.

Change in ~~fair value~~Fair Value of ~~marketable equity securities~~Marketable Equity Securities

Change in fair value of marketable equity securities was nil for the three months ended March 31, 2022, compared to a gain of $2.0 million for the three months ended March 31, ~~2021 compared~~2021. The change relates to an investment in marketable securities held by Microphase Corporation (“Microphase”), a ~~loss~~majority owned subsidiary of ~~$365,000 for~~GWW, that was fully sold in the ~~three months ended March 31, 2020.~~fourth quarter of 2021.

Realized ~~gain~~Gain on ~~marketable securities~~Marketable Securities

Realized gain on marketable securities was ~~$397,000~~$0.1 million for the three months ended March 31, 2022, compared to $0.4 million for the three months ended March 31, 2021. The change relates to realized gains from an investment in marketable securities held by Microphase, a portion of which was sold during the three months ended March 31, 2021.

Loss From Investment in Unconsolidated Entity
Loss from investment in unconsolidated entity was $0.5 million for the three months ended March 31, 2022, compared to nil for the three months ended March 31, 2021, representing our share of losses from our equity method investment in Avalanche International Corp. (“AVLP”).
Gain ~~(loss)~~ on ~~extinguishment~~Extinguishment of ~~debt~~Debt

Gain on extinguishment of debt was ~~$482,000~~nil for the three months ended March 31, ~~2021~~2022, compared to a ~~loss~~gain of ~~$463,000~~$0.4 million for the three months ended March 31, ~~2020.~~2021. During the three months ended March 31, 2021, principal and accrued interest of $200,000 and $16,000, respectively, on our debt ~~securities~~ was satisfied through the issuance of 183,214 shares of our common stock. We recognized a loss on extinguishment of ~~$234,000~~$0.2 million as a result of this issuance of common stock based on the fair value of our common stock at the date of the exchange. The loss on extinguishment from the issuance of the 183,214 shares of our common stock was offset by the forgiveness of our Paycheck Protection Program loan in the principal amount of ~~$715,000~~.$0.7 million.

Net ~~Loss from Discontinued Operations~~
As a result of temporary closures of restaurants in San Diego County and the deteriorating business conditions at the Company’s restaurant businesses, during the first quarter of 2020, the Company concluded that discontinuing the operations of I.AM was ultimately in its best interest. Management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations are presented as discontinued operations in our consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. Additionally, on November 2, 2020, I.AM filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, we concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, we deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020.
~~Net income (loss)~~(Loss) Income

For the foregoing reasons, our net ~~income~~loss for the three months ended March 31, ~~2021,~~2022 was ~~$3.1~~$28.8 million, compared to a net ~~loss~~income of ~~$6.5~~$2.0 million for the three months ended March 31, ~~2020. After taking into consideration preferred dividends of $4,400 and $4,460, respectively, and a net gain attributable to non-controlling interest of $1.1~~2021.
Other Comprehensive (Loss) Income
Other comprehensive loss was $0.3 million for the three months ended March 31, ~~2021, the net income available to common shareholders during the three months ended March 31, 2021 was $2.0 million~~2022 compared to ~~a net loss available to common shareholders of $6.5 million during the three months ended March 31, 2020.~~
~~Other~~other comprehensive income ~~(loss)~~
~~Other comprehensive income was $4.9~~of $2.9 million for the three months ended March 31, ~~2021, compared to other comprehensive loss of $7.9 million for the three months ended March 31, 2020.~~2021. Other comprehensive income for the three months ended March 31, 2021 ~~which increased our equity,~~ was primarily due to unrealized gains in the warrant derivative securities that we received as a result of our investment in Avalanche International, Corp., or AVLP, a related party. During the three months ended March 30, 2020, unrealized losses in the warrant derivative securities of AVLP was the primary component of other comprehensive loss.AVLP.
~~LIQUIDITY AND CAPITAL RESOURCES~~Liquidity and Capital Resources

On March 31, ~~2021,~~2022, we had cash and cash equivalents of ~~$107.8 million.~~$39.4 million (excluding restricted cash of $4.7 million). This compares with cash and cash equivalents of ~~$18.7~~$15.9 million (excluding restricted cash of $5.3 million) at December 31, ~~2020.~~2021. The increase in cash and cash equivalents cash was primarily due to cash provided by financing activities related to our ~~2021~~2022 ATM ~~offering.~~Offering and cash provided by operating activities, partially offset by the payment of debt and purchases of property and equipment.

Net cash ~~used in continuing~~provided by operating activities totaled $25.0 million for the three months ended March 31, 2022 compared to net cash used in operating activities of $14.2 million for the three months ended March 31, ~~2021, compared to $1.1 million~~2021. Cash provided by operating activities for the three months ended March 31, ~~2020. Cash used for operating activities~~2022 included ~~$8.9~~$32.6 million net cash ~~used for~~provided by marketable securities ~~related to~~from trading activities related to the operations of DP ~~Lending and $1.7 million cash used to reduce accounts payable and accrued liabilities.~~Lending.

Net cash used in investing activities was $24.4 million for the three months ended March 31, 2022, compared to $16.7 million for the three months ended March 31, ~~2021, compared to $102,000~~2021. Net cash used in investing activities for the three months ended March 31, ~~2020 and reflects~~2022 included $35.4 million of capital expenditures related to Bitcoin mining equipment, partially offset by $10.2 million proceeds from the ~~following transactions:~~sale of marketable equity securities.

· ~~Acquisition of Michigan Cloud Data Center -~~ On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $3.9 million.
· ~~Investment in Alzamend Neuro, Inc. -~~ On March 12, 2021, we announced that its wholly owned subsidiary, DP Lending, entered into a securities purchase agreement with Alzamend, a related party, to invest $10 million in Alzamend common stock and warrants, subject to the achievement of certain milestones. We agreed to fund $4 million upon execution of the securities purchase agreement and to fund the balance upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DPL for $10,000,000, or $1.50 per share, and issue to DPL warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by our independent directors after receiving a third-party valuation report of Alzamend.
· ~~Investment in Ault & Company, Inc. -~~ On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2.5 million to us. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022.
· ~~Executive Chairman relocation benefit -~~ On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the moving of our corporate headquarters from Newport Beach, CA to Las Vegas, NV, we agreed to purchase Mr. Ault’s California residence for the appraised market value of the property of $2.7 million. The house was subsequently sold during April 2021 and no gain or loss was recognized from sale of the property.
Historically, we have financed our operations principally through issuances of convertible debt, promissory notes and equity securities. During 2021, we continued to successfully obtain additional equity financing. Net cash provided by financing activities was ~~$119.9~~$22.2 million ~~and $1.3~~for the three months ended March 31, 2022, compared to $119.9 million for the three months ended March 31, 2021, and ~~2020, respectively. Financing activities during~~reflects the three months ended March 31, 2021, primarily related to proceeds from the 2021 ATM offering. On January 22, 2021, we entered into an At-The-Market Issuance Sales Agreement, as amended on February 17, 2021 and thereafter on March 5, 2021 (the “2021 Sales Agreement”) with Ascendiant Capital Markets, LLC, or the sales agent, relating to the sale of shares of Common Stock offered by a prospectus supplement and the accompanying prospectus, as amended by the amendments to the sales agreement dated February 16, 2021 and March 5, 2021. In accordance with the terms of the 2021 Sales Agreement, we may offer and sell shares of Common Stock having an aggregate offering price of up to $200 million from time to time through the sales agent. As of March 5, 2021, we sold an aggregate of 21.6 million shares of Common Stock pursuant to the sales agreement for gross proceeds of $125 million.following transactions:
· 2022 ATM Offering – On February 25, 2022, we entered into an At-The-Market issuance sales agreement with Ascendiant Capital Markets, LLC to sell shares of common stock having an aggregate offering price of up to $200 million from time to time, through the 2022 ATM Offering. As of March 31, 2022, we had sold an aggregate of 140.0 million shares of common stock pursuant to the 2022 ATM Offering for gross proceeds of $110.1 million.
· December 2021 Secured Promissory Notes – On December 30, 2021, we entered into a securities purchase agreement with certain sophisticated investors providing for the issuance of Senior Notes that bore interest at 8% per annum with an aggregate principal face amount of $66.0 million. The Senior Notes were repaid in March 2022.
· Margin Accounts Payable – During the year ended December 31, 2021, we entered into leverage agreements on certain brokerage accounts, whereby we borrowed $18.5 million. The margin accounts payable were repaid during the three months ended March 31, 2022.

We believe our current cash on hand iscombined with the proceeds from the 2022 ATM Offering are sufficient to meet ~~its~~our operating and capital requirements for at least the next twelve months from the date the financial statements for ~~its fiscal quarter~~the three months ended March 31, ~~2021~~2022 are issued.

~~CRITICAL ACCOUNTING POLICIES~~Critical Accounting Policies

~~Fair value of Financial Instruments~~Variable Interest Entities

~~In accordance with ASC No. 820,~~ ~~Fair Value Measurements~~For a variable interest entity (“VIE”), we assess whether we are the primary beneficiary as prescribed by the accounting guidance on the consolidation of a VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities that most significantly impact the performance of the entity and ~~Disclosures, fair value is defined as~~ the ~~exit price,~~obligation to absorb the losses or the ~~amount~~right to receive the benefits that could potentially be significant to the entity.
We evaluate our business relationships with related parties to identify potential VIEs under Accounting Standards Codification (“ASC”) 810, Consolidation. We consolidate VIEs in which we are considered to be the primary beneficiary. Entities are considered to be the primary beneficiary if they have both of the following characteristics: (i) the power to direct the activities that, when taken together, most significantly impact the VIE’s performance; and (ii) the obligation to absorb losses and right to receive the returns from the VIE that would be ~~received for~~significant to the ~~sale~~VIE. Our judgment with respect to our level of influence or control of an ~~asset or paid~~entity involves the consideration of various factors including the form of our ownership interest, our representation in the entity’s governance, the size of our investment, estimates of future cash flows, our ability to ~~transfer a liability~~participate in ~~an orderly transaction between market participants as~~policy making decisions and the rights of the ~~measurement date.~~other investors to participate in the decision making process and to replace us as manager and/or liquidate the joint venture, if applicable.
The guidance also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability.Variable Interest Entity Considerations – AVLP

We ~~assess~~have determined that AVLP is a VIE as it does not have sufficient equity at risk. We do not consolidate AVLP because we are not the ~~inputs used~~primary beneficiary and do not have a controlling financial interest. To be a primary beneficiary, an entity must have the power to ~~measure~~direct the activities of a VIE that most significantly impact the VIE’s economic performance, among other factors. Although we have made a significant investment in AVLP, we have determined that Philou, which controls AVLP through the voting power conferred by its equity investment and which is deemed to be more closely associated with AVLP, is the primary beneficiary. As a result, AVLP’s financial position and results of operations are not consolidated in our financial position and results of operations.
Equity Investment in Unconsolidated Entity
As of March 31, 2022, our ownership percentage of AVLP was less than 20%. During the fourth quarter of 2021, we made additional advances to AVLP under the existing loan agreement and our consolidated VIE, Ault Alpha, entered into a loan agreement with AVLP totaling $3.6 million. Due to our cumulative lending position to AVLP and the facts and circumstances surrounding the terms of loan agreements, we reevaluated our level of influence over AVLP and determined that the equity ownership in AVLP should be accounted for under the equity method of accounting.
The basis of our previously held interest in AVLP was remeasured to fair value ~~using~~immediately before adopting the ~~three-tier hierarchy~~equity method of accounting. Our interest in AVLP as of March 31, 2022 and December 31, 2021 has been presented as an equity investment in an unconsolidated entity.
We have invested in AVLP based on the ~~extent to which inputs used in measuring fair value are observable in the market.~~
~~The Company’s investments in AVLP, a related party controlled by Philou, an affiliate~~potential global impact of the ~~Company, consist~~novel technology of convertible promissory notes, derivative instruments and shares of AVLP common stock. As of December 31, 2020, the Company has provided loans to AVLP in the principal amount $13,924,136 and, in addition to the 12% convertible promissory notes,AVLP. AVLP has ~~issued to the Company warrants to purchase 27,858,272 shares of AVLP common stock at an exercise price of $0.50 per share~~developed a novel cost effective and environmentally friendly material synthesis technology for a period of five years. Management used both a market and income approach to quantify the carrying amount of the convertible notes, including credit risk. The market approach considered the fair value of AVLP’s common stock adjusted for a lack of marketability discount and the time value of money based on expectation as to the timing of a potential liquidity event which could affect the timing of a settlement of the convertible notes. The income approach was primarily based on a discounted cash flow analysis with assumptions regarding forecasted revenues, operating margins and a risk-adjusted discount rate to compute the net present value of such cash flows.
~~In determining the revenue and expense assumptions that were used in the discounted cash flow analysis, the Company considered the disruptive nature of~~textile applications. AVLP’s Multiplex Laser Surface Enhancement ~~(“MLSE”) plasma-laser system,~~is a unique technology that has the ~~size~~ability to treat both natural and synthetic textiles for a wide variety of ~~the market for the~~functionalities, including dyeability and printing enhancements, hydrophilicity, hydrophobicity, fire retardancy and anti-microbial properties. The use of water, harmful chemicals and energy is significantly reduced in comparison to conventional textile treatment ~~of textiles, customer demand, existing treatment methods, the performance capabilities of the MLSE system and the risk of business execution and the adoption of AVLP’s disruptive technology.~~methods.
~~ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.
~~ITEM 4.           CONTROLS AND PROCEDURES~~
ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, with the assistance of other members of the ~~Company's~~Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon our evaluation, each of our principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting was not effective as of the end of the period covered by this Quarterly Report on Form 10-Q because the Company has not yet completed its remediation of the material weakness previously identified and disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, the end of its most recent fiscal year.

Specifically, management has determined that we do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting, including applying complex accounting principles relating to consolidation accounting and fair value estimates, in a timely manner. ~~In addition, due~~Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness. Our primary user access controls (i.e. provisioning, de-provisioning, privileged access and user access reviews) to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively. We did not design and/or implement sufficient controls for program change management to certain financially relevant systems affecting our processes.
A material weakness is a control deficiency or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
Planned Remediation

Management ~~in coordination with the input, oversight~~continues to work to improve its controls related to our material weaknesses, specifically relating to user access and ~~support of~~change management surrounding our ~~Audit Committee, has identified the~~IT systems and applications. Management will continue to implement measures ~~below~~ to ~~strengthen our control environment and internal control over financial reporting.~~
On August 19, 2020, Mr. Horne resigned as our Chief Financial Officer and was appointed our President, and later became our Chief Executive Officer. Mr. Cragun, who had served as the Company’s Chief Accounting Officer since October 1, 2018, succeeded Mr. Horne as the Chief Financial Officer of the Company. In January 2018, we engaged the services of a financial accounting advisory firm. In January 2019, we hired a Senior Vice President of Finance. In May 2019, we hired an Executive Vice President and General Counsel, who later became our President and General Counsel. Finally, in January 2021, we hired a Director of Reporting. These individuals were tasked with expanding and monitoring the Company’s internal controls, to provide an additional level of review of complex financial issues and to assist with financial reporting. On October 7, 2019, we created an Executive Committee which is currently comprised of our Executive Chairman, Chief Executive Officer and President. The Executive Committee meets on a daily basis to address the Company’s critical needs and provides a forum to approve transactions which are communicated to the Company’s Chief Financial Officer and Senior Vice President of Finance on a bi-weekly basis by our Chief Executive Officer, who also reviews all of the Company’sremediate material transactions and reviews the financial performance of each of our subsidiaries. On December 16, 2020, in consultation with the Chairman of the Audit Committee, we engaged a professional services firm to review management’s assessment of compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and to identify internal control process improvement opportunities. These changes have improved and simplified our internal processes and resulted in enhanced controls. While these changes have improved and simplified our internal processes and resulted in enhanced controls, these enhancements have not been operating for a sufficient period of time for management to conclude, through testing,weaknesses, such that these controls are designed, implemented, and operating effectively. ~~Further, as we~~The remediation actions include: (i) enhancing design and documentation related to both user access and change management processes and control activities; and (ii) developing and communicating additional policies and procedures to govern the area of IT change management. In order to achieve the timely implementation of the above, management has commenced the following actions and will continue to ~~expand our internal accounting department, the Chairman of the Audit Committee shall perform the following:~~assess additional opportunities for remediation on an ongoing basis.

· Engaging a third-party specialist to assist management with ~~documentation~~improving the Company’s overall control environment, focusing on change management and ~~implementation of policies~~access controls,
· Implementing new applications and ~~procedures~~systems that are aligned with management’s focus on creating strong internal controls; and ~~monitoring of controls,~~
· Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong Sarbanes Oxley and internal control backgrounds.

· review all anticipated transactions that are not considered in the ordinary course of business to assist in the early identification of accounting issues and ensure that appropriate disclosures are made in the Company’s financial statements
We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Despite the existence of these material weaknesses, we believe that the consolidated financial statements included in the period covered by this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Changes in Internal Controls over Financial Reporting.

Except as detailed above, during the most recent fiscal quarter ~~2021~~2022 there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

~~ITEM 1.           LEGAL PROCEEDINGS~~
Blockchain Mining Supply and Services, Ltd.

On November 28, 2018, Blockchain Mining Supply and Services, Ltd. (“Blockchain Mining”) a vendor who sold computers to our subsidiary, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against us and our subsidiary, Digital Farms, Inc. (f/k/a Super Crypto Mining, Inc.), in an action captioned Blockchain Mining Supply and Services, Ltd. v. Super Crypto Mining, Inc. and DPW Holdings, Inc., Case No. 18-cv-11099.

The Complaint asserts claims for breach of contract and promissory estoppel against us and our subsidiary arising from the subsidiary’s alleged failure to honor its obligations under the purchase agreement. The Complaint seeks monetary damages in excess of ~~$1,388,495,~~$1.4 million, plus attorneys’ fees and costs.

~~The Company intends~~We believe that these claims are without merit and intend to vigorously defend ~~against the claims asserted against it in this action.~~
them.

On April 13, 2020, we and our subsidiary, jointly filed a motion to dismiss the Complaint in its entirety as against us, and the promissory estoppel claim as against our subsidiary. On the same day, our subsidiary also filed a partial Answer to the Complaint in connection with the breach of contract claim.

On April 29, 2020, Blockchain Mining filed an amended complaint (the “Amended Complaint”). The Amended Complaint asserts the same causes of action and seeks the same damages as the initial Complaint.

On May 13, 2020, we and our subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against us, and the promissory estoppel claim as against of our subsidiary. On the same day, our subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim.

In its partial Answer, the Company’s subsidiary admitted to the validity of the contract at issue and also asserted numerous affirmative defenses concerning the proper calculation of damages.

On December 4, 2020, the Court issued an Order directing the Parties to engage in limited discovery (the “Limited Discovery”) which was completed on March 4, 2021. In connection therewith, the Court also denied ~~Defendants’ Motion~~the previously filed motion to ~~Dismiss~~dismiss without prejudice.

~~The Company~~On June 2, 2021, we and ~~its~~our subsidiary ~~have informed the Court that they intend to file~~filed a ~~revised~~ motion to dismiss (the “Motion to Dismiss”) the Amended Complaint in its entirety as against us, and ~~anticipate filing such motion~~the promissory estoppel claim as against the subsidiary.
The Motion to ~~dismiss when~~Dismiss has been fully briefed and is currently pending before the ~~Court issues a briefing schedule.~~Court.

Based on our assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, we have established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations.

Ding Gu (a/k/a Frank Gu) and Xiaodan Wang Litigation

On January 17, 2020, Ding Gu (a/k/a Frank Gu) (“Gu”) and Xiaodan Wang (“Wang” and with “Gu” collectively, “Plaintiffs”), filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against us and our Chief Executive Officer, Milton C. Ault, III, in an action captioned Ding Gu (a/k/a Frank Gu) and Xiaodan Wang v. DPW Holdings, Inc. and Milton C. Ault III (a/k/a Milton Todd Ault III a/k/a Todd Ault), Index No. 650438/2020.

The Complaint asserts causes of action for declaratory judgment, specific performance, breach of contract, conversion, attorneys’ fees, permanent injunction, enforcement of Guaranty, unjust enrichment, money had and received, and fraud arising from: (i) a series of transactions entered into between Gu and us, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and DPW, in or about July 2019. The Complaint seeks, among other things, monetary damages in excess of ~~$1,100,000,~~$1.1 million, plus a decree of specific performance directing DPW to deliver unrestricted shares of DPW’s common stock to Gu, plus attorneys’ fees and costs.

~~The Company intends~~We believe that these claims are without merit and intend to vigorously defend ~~against the claims asserted against it in this action.~~
them.

On May 4, 2020, we and Ault jointly filed a motion to dismiss the Complaint in its entirety, with ~~prejudice.~~prejudice (the “Motion to Dismiss”).

On July ~~24, 2020,~~28, 2021, the Court conducted oral argument (the “Oral Argument”), via Microsoft Teams, in connection with the Motion to Dismiss. During the Oral Argument, the Court informed the parties that the Court would be dismissing the fraud claim, in its entirety, and provided Plaintiffs ~~filed~~an opportunity to amend their ~~opposition papers to our joint motion to dismiss.~~fraud claim within sixty days of the date of the Oral Argument. The Court reserved decision on the other causes of action.

On December 14, 2021, the Court entered a Decision and Order in connection with the Motion to Dismiss (the “Order”) whereby the Court dismissed Plaintiff’s causes of action for specific performance, conversion, permanent injunction, and reiterated its prior determination that the fraud claim was also dismissed. The ~~motion~~Court denied the Motion to ~~dismiss has been fully briefed~~Dismiss in connection with the other causes of action asserted in the Complaint.
On January 26, 2022, we and ~~is currently pending before~~Ault filed an Answer to the ~~court.~~Complaint and asserted numerous affirmative defenses.

Based on our assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot reasonably estimate the potential loss or range of loss that may result from this action. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations.
Subpoena

The Company and certain affiliates and related parties have received ~~a subpoena~~several subpoenas from the SEC for the ~~voluntary~~ production of ~~documents.~~documents and testimony. The Company is fully cooperating with this non-public, fact-finding inquiry and ~~managements believe~~management believes that the Company has operated its business in compliance with all applicable laws. The ~~subpoena~~subpoenas expressly ~~provides~~provide that the inquiry is not to be construed as an indication by the Commission or its staff that any violations of the federal securities laws have occurred, nor should itthey be considered a reflection upon any person, entity or security. However, there can be no assurance as to the outcome of this matter.
Other Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.

With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
~~ITEM 1A.         RISK FACTORS~~
ITEM 1A. RISK FACTORS

The risks described in Part I, Item 1A, “Risk Factors,” in our ~~2020~~2021 Annual Report on Form 10-K, could materially and adversely affect our business, financial condition and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face - our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. The Risk Factors section of our ~~2020~~2021 Annual Report on Form 10-K remains current in all material respects.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ITEM 2.           UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~From January 1, 2022 through March 31, 2022, Ault Alpha LP purchased 750,000 shares of common stock, of which 250,000 shares were purchased at the end of December 2021, which trade transactions settled in the beginning of January 2022. Ault Alpha LP may be deemed to be an “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended. The purchases were made through open market transactions.

Total
Number of
Shares
Purchased Average
Price Paid
Per Share Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs Maximum
Number of Shares
That May Yet Be
Purchased Under
Plans or Programs
January 1, 2022 - January 31, 2022 225,000 $ 0.85 - -
February 1, 2022 - February 28, 2022 272,401 $ 0.95 - -
March 1, 2022 - March 31, 2022 252,599 $ 0.91 - -
Total 750,000 $ 0.91 - -
~~None~~
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~ITEM 3.           DEFAULTS UPON SENIOR SECURITIES~~None.

~~None~~
ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM 4.          MINE SAFETY DISCLOSURES~~Not applicable.

~~None~~
~~ITEM 5.          OTHER INFORMATION~~
~~None~~
12ITEM 5. OTHER INFORMATION
None.
~~ITEM 6.           EXHIBITS~~
ITEM 6. EXHIBITS

Exhibit
Number Description
3.1 ~~Certification~~Form of Certificate of Determination of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated March 3, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 3.1 thereto.
3.2 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~~3.3 ~~Bylaws, dated September 25, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.2 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 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.
~~3.6~~3.4 ~~Form of~~ Certificate of ~~Determination~~Amendment to Certificate of ~~Preferences, Rights and Limitations of Series B Convertible Preferred Stock,~~Incorporation, dated ~~March 3, 2017.~~January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on ~~March 9, 2017~~January 3, 2019 as Exhibit 3.1 thereto.
~~3.7~~3.5 Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock, dated February 27, 2019. Incorporated herein by reference to the Current ~~report~~Report on Form 8-K filed on February 28, 2019 as Exhibit 3.1 thereto.
~~3.8~~3.6 ~~Bylaws~~Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated ~~August 13, 2020.~~March 14, 2019. Incorporated herein by reference to the Current ~~report~~Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto.
3.7 Form of Amended & Restated Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock. Incorporated by reference to the Current Report on Form 8-K filed on February 25, 2020 as Exhibit 3.1 thereto.
3.8 Bylaws effective as of August 13, 2020. Incorporated by reference to the Current Report on Form 8-K filed on August 14, 2020 as Exhibit 3.1 thereto.
3.9 ~~Agreement~~Certificate of Ownership and ~~Plan of Merger dated January 7, 2021 (changing the Company name to Ault Global Holdings, Inc.).~~Merger. Incorporated ~~herein~~ by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit ~~2.1~~3.1 thereto.
~~10.1~~3.10 ~~At-The-Market Issuance Sales Agreement, dated January 22,~~Amended and Restated Bylaws of BitNile Holdings, Inc., effective as of November 2, 2021. Incorporated by reference to the Current Report on Form 8-K filed on November 3, 2021 as Exhibit 3.1 thereto.
3.11 Certificate of Ownership and Merger, as filed with ~~Ascendiant Capital Markets, LLC.~~the Secretary of State of the State of Delaware on December 1, 2021. Incorporated ~~herein~~by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 3.1 thereto.
10.1 Form of Amendment to Class B Warrant. Incorporated by reference to the Current Report on Form 8-K filed on January ~~25, 2021~~21, 2022 as Exhibit ~~10.1~~10.2 thereto.
10.2 ~~Amendment No. 1 dated February 17, 2021 to~~ At-The-Market Issuance Sales Agreement, dated ~~January 22, 2021,~~February 25, 2022, with Ascendiant Capital Markets, LLC. Incorporated ~~herein~~ by reference to the Current Report on Form 8-K filed on February ~~17, 2021~~25, 2022 as Exhibit 10.1 thereto.
~~10.3~~31.1* Amendment No. 2 dated March 5, 2021 to At-The-Market Issuance Sales Agreement, dated January 22, 2021, with Ascendiant Capital Markets, LLC. Incorporated herein by reference to the Current Report on Form 8-K filed on March 5, 2021 as Exhibit 10.1 thereto.
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 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~~Code.
101.INS* Inline XBRL Instance ~~Document~~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~~Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.
101.DEF*101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.
101.LAB*104 Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Label Linkbase Document~~
101.PRE* ~~XBRL Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101).

* Filed herewith.
** Furnished herewith.
* Filed herewith.
** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  May ~~24, 2021~~23, 2022

~~AULT GLOBAL~~BITNILE HOLDINGS, INC.

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

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

14

	Three Month ended March 31, 2020
	GWW		Coolisys		Ault Alliance		Total
Primary Geographical Markets
North America	$	1,672,726	$	866,928	$	-	$	2,539,654
Europe		310,569		227,328		—		537,897
Middle East		2,306,288		—		—		2,306,288
Other		97,864		87,579		—		185,443
Revenue from contracts with customers		4,387,447		1,181,835		-		5,569,282
Revenue, lending and trading activities						36,152		36,152
Total revenue	$	4,387,447	$	1,181,835	$	36,152	$	5,605,434
Major Goods
RF/Microwave filters	$	1,501,380	$	—	$	—	$	1,501,380
Detector logarithmic video amplifiers		288,846		—		—		288,846
Power supply units		—		1,181,835		—		1,181,835
Power supply systems		290,933		—		—		290,933
Healthcare diagnostic systems		214,303		—		—		214,303
Defense systems		2,091,985		—		—		2,091,985
Revenue from contracts with customers		4,387,447		1,181,835		-		5,569,282
Revenue, lending and trading activities						36,152		36,152
Total revenue	$	4,387,447	$	1,181,835	$	36,152	$	5,605,434
Timing of Revenue Recognition
Goods transferred at a point in time	$	2,081,159	$	1,181,835	$	-	$	3,262,994
Services transferred over time		2,306,288		—		—		2,306,288
Revenue from contracts with customers	$	4,387,447	$	1,181,835	$	-	$	5,569,282

	Investments in
	debt and equity
	securities
Balance at January 1, 2021	$	261,767
Investment in convertible promissory notes		500,000
Investment in warrants		1,000,000
Change in fair value of warrants		57,560
Accretion of discount		52,198
Balance at March 31, 2021	$	2,320,539

	For the Three Months Ended March 31, 2021
	Income			Shares		Per-Share
	(Numerator)			(Denominator)		Amount
Net income (loss) attributable to Ault Global Holdings	$	1,997,381
Less: Preferred stock dividends		(4,400	)

Basic earnings per share
Net income available to common stockholders		1,992,981			39,256,336	$	0.05

Effect of dilutive securities
Stock options		-			505,245
8% convertible notes, related party		8,000			275,862
4% convertible notes		6,600			165,000

Diluted earnings per share
Income available to common stockholders plus assumed conversions	$	2,007,581			40,202,443	$	0.05

	~~March 31, 2020~~
~~Stock options~~		~~950~~
~~Warrants~~		~~765,422~~
~~Convertible notes~~		~~561,158~~
~~Conversion of preferred stock~~		~~2,232~~
~~Total~~		~~1,329,762~~

	For the Three
	Months Ended
	March 31, 2020
Revenue	$	543,327
Cost of revenue		(160,310	)
Selling and marketing		—
General and administrative		(555,445	)
Impairment of property and equipment and right-of-use assets		(1,525,316	)
Income (loss) from discontinued operations	$	(1,697,744	)

	Marketable equity securities at March 31, 2021
				Gross unrealized		Gross unrealized
		Cost		gains		losses			Fair value
Common shares	$	15,225,347	$	3,733,672	$	(805,156	)	$	18,153,863

	Marketable equity securities at December 31, 2020
				Gross unrealized		Gross unrealized
		Cost		gains		losses			Fair value
Common shares	$	1,505,686	$	1,083,532	$	(26,235	)	$	2,562,983

	Marketable
	Equity Securities
Balance at January 1, 2021	$	2,562,983
Purchases of marketable equity securities in operations		62,994,562
Sales of marketable equity securities in operations		(54,124,898	)
Sales of marketable equity securities		(430,124	)
Realized gains on marketable equity securities		4,891,601
Unrealized gains on marketable equity securities		2,259,739
Balance at March 31, 2021	$	18,153,863

	March 31, 2021			December 31, 2020
Trade name and trademark	$	1,555,571		$	1,551,197
Customer list		3,391,272			3,441,654
Domain name and other intangible assets		665,295			689,920
		5,612,138			5,682,771
Accumulated depreciation and amortization		(1,371,718	)		(1,292,383	)
Intangible assets, net	$	4,240,420		$	4,390,388

	Goodwill
Balance as of January 1, 2021	$	9,645,686
Effect of exchange rate changes		(179,109	)
Balance as of March 31, 2021	$	9,466,577

Outstanding					Exercisable
		Weighted
		Average	Weighted			Weighted
		Remaining	Average			Average
Exercise	Number	Contractual	Exercise		Number	Exercise
Price	Outstanding	Life (Years)	Price		Exercisable	Price
$480 - $560	894	4.70	$	537.34	695	$	530.84
$1,208 - $1,352	25	3.00	$	1,336.00	25	$	1,336.00
$480 - $1,352	919	4.65	$	559.07	720	$	558.82

Issuances outside of Plans
$1.79	850,000	9.47	$	1.79	0	$	0.00

Total Options
$480 - 1,856	850,919	9.47	$	2.39	720	$	558.82

			Outstanding Options
								Weighted
						Weighted		Average
	Shares					Average		Remaining		Aggregate
	Available		Number			Exercise		Contractual		Intrinsic
	for Grant		of Shares			Price		Life (years)		Value
January 1, 2021		6,693		925		$	564.43		4.87	$	—
Forfeited ¹		—		(6	)	$	1,352.00
March 31, 2021		6,693		919		$	559.07		4.65	$	—

	March 31, 2021
Operating right-of-use assets	$	4,816,798
Operating lease liability - current		855,933
Operating lease liability - non-current		4,020,877

	Three Months Ended
	March 31, 2021
Operating lease cost	$	345,755
Short-term lease cost		—
Variable lease cost		—

	March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	346,864
Right-of-use assets obtained in exchange for new operating lease liabilities	$	—
Weighted-average remaining lease term - operating leases		6.4 years
Weighted-average discount rate - operating leases		9.0	%

Payments due by period
2021 (remainder)	$	1,033,945
2022		1,292,334
2023		992,390
2024		914,693
2025		697,692
Thereafter		1,793,975
Total lease payments		6,725,029
Less interest		(1,848,219	)
Present value of lease liabilities	$	4,876,810

	March 31, 2021			December 31, 2020
Esousa purchased notes	$	—		$	200,000
Short-term notes payable		1,087,491			1,088,899
Notes payable to Wells Fargo		174,290			182,615
Note payable to Dept. of Economic and Community Development		185,546			196,597
Paycheck Protection Program Loans		447,201			1,162,302
SBA Economic Injury Disaster Loan		150,000			150,000
Short term bank credit		429,195			1,404,096
Total notes payable	$	2,473,723		$	4,384,509
Less: current portion		(2,154,676	)		(4,048,009	)
Notes payable – long-term portion	$	319,047		$	336,500

	March 31, 2021			December 31, 2020
4% Convertible promissory note	$	660,000		$	660,000
Less: Unamortized debt discounts		(253,673	)		(273,717	)
Total convertible notes payable, net of financing cost	$	406,327		$	386,283

	Three Months ended March 31, 2020
	GWW		Coolisys			Ault Alliance			Total
Revenue	$	4,387,447	$	1,181,835		$	—		$	5,569,282
Revenue, lending and trading activities		—		—			36,152			36,152
Total revenues	$	4,387,447	$	1,181,835		$	36,152		$	5,605,434

Depreciation and
amortization expense	$	150,014	$	108,218		$	—		$	258,232

Loss from operations	$	95,756	$	(218,544	)	$	(35,713	)	$	(158,501	)

Capital expenditures for
segment assets, as of
March 31, 2020	$	138,672	$	669		$	16,640		$	155,981

Identifiable assets as of
March 31, 2020	$	20,827,301	$	15,352,192		$	1,586,215		$	37,765,708

	GWW		TurnOnGreen			Ault Alliance		Holding Company			Total
Revenue	$	6,350,000	$	1,383,000		$	172,000	$	-		$	7,905,000
Revenue, cryptocurrency mining, net							130,000					130,000
Revenue, lending and trading activities		-		-			5,210,000		-			5,210,000
Total revenues	$	6,350,000	$	1,383,000		$	5,512,000	$	-		$	13,245,000

Depreciation and amortization expense	$	213,000	$	7,000		$	43,000	$	3,000		$	266,000

Income (loss) from operations	$	212,000	$	(200,000	)	$	4,033,000	$	(2,844,000	)	$	1,201,000

Capital expenditures for the three months ended March 31, 2021	$	92,000	$	-		$	4,257,000	$	-		$	4,349,000

	For the Three Months Ended March 31,				Increase					For the Three Months Ended March 31,				Increase
	2021		2020		(Decrease)		%			2022		2021		(Decrease)			%

GWW	$	6,350,019	$	4,387,447	$	1,962,572		45	%
Coolisys		1,382,349		1,181,835		200,514		17	%
Gresham Worldwide, Inc. (“GWW”)										$	7,245,000	$	6,350,000	$	895,000			14	%
TOGI											1,129,000		1,383,000		(254,000	)		-18	%
Cryptocurrency
Revenue, cryptocurrency mining, net											3,548,000		130,000		3,418,000			2,629	%
Revenue, commercial real estate leases											278,000		172,000		106,000			62	%
Real estate											2,698,000		-		2,698,000			—
Ault Alliance:
Revenue, cryptocurrency mining		129,896		—		129,896		-
Revenue, lending and trading activities		5,210,222		36,152		5,174,070		14312	%		17,921,000		5,210,000		12,711,000			244	%
Other		172,143		—		172,143		—			7,000		-		7,000			—
Total revenue	$	13,244,629	$	5,605,434	$	7,639,195		136	%	$	32,826,000	$	13,245,000	$	19,581,000			148	%

	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs
January 1, 2022 - January 31, 2022		225,000	$	0.85		-		-
February 1, 2022 - February 28, 2022		272,401	$	0.95		-		-
March 1, 2022 - March 31, 2022		252,599	$	0.91		-		-
Total		750,000	$	0.91		-		-

Exhibit Number		Description
3.1		~~Certification~~Form of Certificate of Determination of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated March 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 3.1 thereto.
3.2		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~~3.3		~~Bylaws, dated September 25, 2017. Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.2 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 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.
~~3.6~~3.4		~~Form of~~ Certificate of ~~Determination~~Amendment to Certificate of ~~Preferences, Rights and Limitations of Series B Convertible Preferred Stock,~~Incorporation, dated ~~March 3, 2017.~~January 2, 2019. Incorporated by reference to the Current Report on Form 8-K filed on ~~March 9, 2017~~January 3, 2019 as Exhibit 3.1 thereto.
~~3.7~~3.5		Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock, dated February 27, 2019. Incorporated herein by reference to the Current ~~report~~Report on Form 8-K filed on February 28, 2019 as Exhibit 3.1 thereto.
~~3.8~~3.6		~~Bylaws~~Certificate of Amendment to Certificate of Incorporation (1-for-20 Reverse Stock Split of Common Stock), dated ~~August 13, 2020.~~March 14, 2019. Incorporated herein by reference to the Current ~~report~~Report on Form 8-K filed on March 14, 2019 as Exhibit 3.1 thereto.
3.7		Form of Amended & Restated Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock. Incorporated by reference to the Current Report on Form 8-K filed on February 25, 2020 as Exhibit 3.1 thereto.
3.8		Bylaws effective as of August 13, 2020. Incorporated by reference to the Current Report on Form 8-K filed on August 14, 2020 as Exhibit 3.1 thereto.
3.9		~~Agreement~~Certificate of Ownership and ~~Plan of Merger dated January 7, 2021 (changing the Company name to Ault Global Holdings, Inc.).~~Merger. Incorporated ~~herein~~ by reference to the Current Report on Form 8-K filed on January 19, 2021 as Exhibit ~~2.1~~3.1 thereto.
~~10.1~~3.10		~~At-The-Market Issuance Sales Agreement, dated January 22,~~Amended and Restated Bylaws of BitNile Holdings, Inc., effective as of November 2, 2021. Incorporated by reference to the Current Report on Form 8-K filed on November 3, 2021 as Exhibit 3.1 thereto.
3.11		Certificate of Ownership and Merger, as filed with ~~Ascendiant Capital Markets, LLC.~~the Secretary of State of the State of Delaware on December 1, 2021. Incorporated ~~herein~~by reference to the Current Report on Form 8-K filed on December 13, 2021 as Exhibit 3.1 thereto.
10.1		Form of Amendment to Class B Warrant. Incorporated by reference to the Current Report on Form 8-K filed on January ~~25, 2021~~21, 2022 as Exhibit ~~10.1~~10.2 thereto.
10.2		~~Amendment No. 1 dated February 17, 2021 to~~ At-The-Market Issuance Sales Agreement, dated ~~January 22, 2021,~~February 25, 2022, with Ascendiant Capital Markets, LLC. Incorporated ~~herein~~ by reference to the Current Report on Form 8-K filed on February ~~17, 2021~~25, 2022 as Exhibit 10.1 thereto.
~~10.3~~31.1*		Amendment No. 2 dated March 5, 2021 to At-The-Market Issuance Sales Agreement, dated January 22, 2021, with Ascendiant Capital Markets, LLC. Incorporated herein by reference to the Current Report on Form 8-K filed on March 5, 2021 as Exhibit 10.1 thereto.
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 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~~Code.
101.INS*		Inline XBRL Instance ~~Document~~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~~Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document.
101.DEF101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document.
101.LAB*104		Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Label Linkbase Document~~
101.PRE*		~~XBRL Taxonomy Extension Presentation Linkbase Document~~and contained in Exhibit 101).

			~~AULT GLOBAL~~BITNILE HOLDINGS, INC.

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


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