Ault, Ecoark sign share exchange agreement

Ault Alliance (AULT) and Ecoark Holdings (ZEST) announced that they have entered into a share exchange agreement whereby, upon closing, Ecoark will acquire 100% of the outstanding equity of Ault Alliance’s subsidiary BitNile.com. BitNile.com’s metaverse platform will launch on March 1, 2023, representing an evolution of how people interact digitally with a bidirectional connection to the physical. The Platform will incentivize users through a tiered rewards system supported by a revenue and reward model. The Platform will be device-agnostic, where users will be able to play 3D immersive games, can purchase both digital and physical products, experience various forms of entertainment, and engage with a new social networking community across any of their internet connected devices. At the closing of the Agreement, Ecoark will acquire BitNile.com from Ault Alliance and other founders, in exchange for shares of Ecoark preferred stock. The Preferred Stock will have a stated value of $100 million, be convertible into shares of Ecoark common stock, accrue dividends of 5% per annum for 10 years, and be entitled to certain other rights as set forth in the certificate of designation for the Preferred Stock. The closing of the Agreement, pursuant to which Ault Alliance will be able to convert and vote up to 19.9% of Ecoark’s issued and outstanding shares of common stock, is subject to Ecoark’s receipt of a fairness opinion, each parties’ satisfaction of its due diligence review of the other party, completion of required stock exchange and regulatory approvals, and other customary closing conditions. The parties expect to complete the acquisition of BitNile.com during February 2023. Ecoark’s Founder, Chairman and CEO, Randy May, stated, "I am grateful to continue our partnership with Todd Ault in structuring this mutually beneficial transaction. I feel there is tremendous potential with the unique metaverse offering of the Platform, and we believe this strategic acquisition will allow us to develop new partnerships leading to more rapid customer acquisition and premier content creation to enhance the Platform and grow revenue and profitability."