What changed in this filing

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Item 1. Legal Proceedings

2025-11-17 compared with 2025-08-15 · 26 added, 25 removed, 46 unchanged (53% of the section changed)

19 unchanged sentences

Arena Litigation

Arena Investors, LP (ROI Litigation)

On May 30, 2024, Arena Investors

LP (“Arena”), 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 (“Arena”), in its capacity as collateral agent for five noteholders, filed a filed a Complaint (the “Complaint”)

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

Ault Alliance, Inc.

and RiskOn International, Inc.

The ROI Complaint asserts

a cause of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others,

the Company and Arena, and seeks damages in the amount of in excess of $3.75 million, plus interest, attorneys’ fees, costs, expenses,

and disbursements.

The ROI Complaint also asserts

The Complaint asserts a cause

of action for breach of contract against the Company based on a Guaranty, dated April 27, 2023, and entered into, amongst others, the

Company and Arena, and seeks damages in and amount in excess of $3,750,000, plus interest, attorneys’ fees, costs, expenses, and

disbursements.

The Complaint also asserts

a cause of action for breach of contract against ROI based on an alleged breach of that certain Security Agreement, dated April 27, 2023,

3 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 ROI Compliant,

in its entirety, as against ROI.

and ROI filed a motion to dismiss (the “Motion”) seeking to partially dismiss the Complaint, as against the Company, and to

dismiss the Compliant, in its entirety, as against ROI.

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.

the Court entered an Order denying the part of the Motion which sought partial dismissal of the Complaint, as against Company, and granting

the part of the Motion which sought dismissal of the 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.

Company filed an Answer to the Complaint and asserted numerous affirmative defenses.

On or about July 29, 2025,

2 unchanged sentences

Ault III and Kristine Ault , Index No.

655857/2024, pending in the Supreme Court of the State of New York,

County of New York (the “Second Filed Action”).

In the Consolidation and Dismissal Order, the Court also dismissed so much

of the complaint from the Second Filed Action that asserts claims arising from an alleged failure to pay a redemption premium as set forth

in that certain Event of Default Redemption Notice, dated November 5, 2024, that Arena transmitted to, among others, the Company.

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.

655857/2024, pending in the Supreme Court of the State of

New York, County of New York (the “Second Filed Action”).

In the Consolidation and Dismissal Order, the Court also dismissed

Arena’s claims in the Second Filed Action, which arise from an alleged failure to pay a redemption premium as set forth in that

certain Event of Default Redemption Notice, dated November 5, 2024, that Arena transmitted to, among others, the Company.

On or about September 11,

2025, Arena filed a notice of appeal in connection with the Consolidation and Dismissal Order.

On or about September 17,

2025, Arena formally commenced such appeal (the “Appeal”).

On or about October 3, 2025,

the Company and Arena executed various settlement documents.

All deadlines in the action

are currently stayed through March 16, 2026, by which date the Company anticipates that a withdrawal of the Appeal and a stipulation of

discontinuance, with prejudice, of the action, will both be filed.

Other Litigation Matters

11 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