What changed in this filing

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Item 1. Legal Proceedings

2025-05-20 compared with 2024-11-19 · 12 added, 48 removed, 48 unchanged (56% of the section changed)

16 unchanged sentences

as appropriate.

Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related

to such matters.

Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of a loss

related to such matters.

Arena Litigation

1 unchanged sentence

On May 30, 2024, Arena Investors, LP (“Arena”),

in its capacity as collateral agent for five noteholders, filed a filed a Complaint (the “ROI Complaint”) in the Supreme Court

of the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v.

Ault Alliance,

in its capacity as collateral agent for five noteholders, filed a Complaint (the “ROI Complaint”) in the Supreme Court of

the State of New York, County of New York against the Company and ROI, in action captioned Arena Investors, LP v.

Ault Alliance, Inc.

and RiskOn International, Inc.

7 unchanged sentences

On July 31, 2024, the Company and ROI filed

a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the Compliant, in its entirety,

a motion to dismiss seeking to partially dismiss the ROI Complaint, as against the Company, and to dismiss the ROI Compliant, in its entirety,

as against ROI.

The Motion has been fully briefed and is

currently pending before the 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 recorded the unpaid portion

of the notes.

An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results

of operations.

Arena Investors, LP (Gresham Litigation)

On June 6, 2024, Arena, in its capacity

as collateral agent for Arena and Walleye Opportunities Master Fund Ltd.

(“Walleye”), filed a Complaint (the “Complaint”)

in the Supreme Court of the State of New York, County of New York against the Company and GIGA, in action captioned Arena Investors,

Gresham Worldwide, Inc.

f/k/a Giga-Tronics Incorporated and Ault Alliance, Inc.

On July 8, 2024, Arena filed an Amended

Complaint (the “Amended Complaint”) in the above-referenced action.

The Amended Complaint asserts a cause of action

against the Company for declaratory and injunctive relief seeking an injunction enjoining the Company, and its agent, affiliates, servants,

and employees from taking actions in breach of that certain Subordination Agreement, dated January 9, 2023, and entered into among Walleye,

Arena, and the Company.

The Amended Complaint also asserts causes

of action for breach of contract against GIGA based on two discrete convertible promissory notes (the “Notes”) that GIGA entered

into with each of Arena and Walleye, as well as a claim for breach duty of good faith and fair dealing, against GIGA, and seeks, among

other things, monetary damages in excess of $4.2 million, with interest thereon, attorneys’ fees, costs, and disbursements.

The Amended Complaint further asserts another cause of action against GIGA for breach of contract seeking declaratory and injunctive relief

based on alleged inspection rights contained in a Security Agreement, dated January 9, 2023 (the “Security Agreement”), and

entered into between the Walleye, Arena, and GIGA, which seeks the issuance of an injunction related to such alleged inspection rights,

plus the costs and out-of-pocket expenses associated with the enforcement of same.

On July 12, 2024, the Court granted injunctive

relief to Arena and ordered GIGA to comply with the inspection rights provision of the Security Agreement by July 17, 2024.

On July 19, 2024, Arena voluntarily discontinued

its cause of action for breach duty of good faith and fair dealing claim against GIGA.

On July 29, 2024, the Company and GIGA filed

a motion to dismiss, strike, and for sanctions (the “Motion”), in response to the Amended Complaint, on the grounds that,

amongst other things, the underlying Notes are criminally usurious under New York.

On August 14, 2024, GIGA filed a petition

for reorganization under Chapter 11 of the bankruptcy laws

On November 12, 2024, GIGA removed the state

court action to the United States District Court for the Southern District of New York.

On or about January 21, 2025, the Court

entered an order denying the part of the motion which sought partial dismissal of the ROI Complaint, as against Company, and granting

the part of the motion which sought dismissal of the ROI Complaint, in its entirety, as against ROI.

On February 18, 2025, the Company filed

an Answer to the ROI Complaint and asserted numerous affirmative defenses.

Based on the Company’s assessment

12 unchanged sentences

There are no updates or changes

to the risk factors set forth in our Annual Report on Form 10-K/A for the year ended December 31, 2023.

to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Legal Proceedings