Hyperscale Data, Inc. — Director's Dealing 2023

Mar 10, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Ecoark Holdings, Inc. (ZEST)
CIK: 0001437491
Period of Report: 2023-03-06

Reporting Person: Ault Alliance, Inc. (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1423182	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Redeemable Preferred Stock	$0.25		Common Stock (38219989)		Indirect
Series B Convertible Preferred Stock	$0.25		Common Stock (345500000)		Direct

Footnotes

F1: Ault Lending, LLC is a wholly owned subsidiary of the Reporting Person.

F2: The preferred stock has no expiration date.

F3: This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series A Convertible Preferred Stock currently owned by the Reporting Person. However, (i) the Series A Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series A Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series A Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of June 8, 2022.

F4: In addition, this number of shares of common stock does not include shares of common stock that may be issued to the Reporting Person in lieu of cash for dividend payments.

F5: The conversion price is the lesser of (1) $1.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $0.25.

F6: This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. The Series B Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended, pursuant to which the Series B Convertible Preferred Stock was issued. Until such time as the issuance of all such possible shares of common stock upon conversion of the Series B Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person, along with other holders of preferred stock issued in the transaction that closed on March 6, 2023, are prohibited from converting the Series B Convertible Preferred Stock (and other securities beneficially owned by the Reporting Person) into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023.

F7: The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer closes a qualified financing resulting in at least $25,000,000 in gross proceeds at a price per share that is lower than the conversion price then in effect.