Hyperscale Data, Inc. (GPUS) Earnings Call Transcript & Summary

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I understand. Welcome, everybody. Marcus, I appreciate you being here. Marcus is the President of TurnOnGreen. Marcus, if you could do me a favor and read the -- no one really likes this part. But legally, you got to do it, Marcus. If you can read the forward-looking statements to the best of your ability. We'll get forward into the presentation.

Sounds good. Thank you very much. Forward-looking statements. This presentation and other written or oral statements made from time to time by representatives of BitNile Holdings contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Forward-looking statements reflect the current view about future events. Statements that are not historical in nature such as forecasts for the industry in which we operate and which may be identified by the use of words like expects, assumes, projects, anticipates, estimates, we believe, could be, future or the negative of these terms and other words of similar meaning are forward-looking statements. Such statements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, products and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward-looking statements are based on management's current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed. We caution you, therefore, against relying on any of these forward-looking statements. These risks and uncertainties include those risk factors discussed in Part I, Item 1A Risk Factors of our annual report and Form 10-K for the fiscal year ended December 31, 2021, and other information contained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission's website, www.sec.gov. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in the 2021 annual report. Should one or more of these risk factors or uncertainties materialize or in certain cases, fail to materialize or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Important factors that could cause actual results to differ materially from those in the forward-looking statements include a decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the ability to protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other providers and products; risks and product development; inability to raise capital to fund continuing operations; changes in government regulation; the ability to complete customer transactions and capital raising transactions. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. All forecasts are provided by management in this presentation and are based on information available to us at this time, and management expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management's best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products.

Thanks, Marcus. Mike Tyson. He said a long time ago, everyone has a plan until they get punched in the face. And we have been pretty resilient, but we're going to go backwards and talk about the past and then go present to the future and forward. We have the privilege of having Ken Cragun, our CFO, on the call; and Will Horne, the CEO. I get a lot of text messages and e-mails about me being the CEO. I wonder how much due diligence people do if they don't realize that there has been a CEO for more than a year and some change, and it's not me. But he is my business partner, so Will Horne is here with us. And we've asked Marcus, the President of TurnOnGreen, to be with us because that is the first dividend being issued, and we're pretty excited about that. So to go backwards, how this all started was digital -- DPW, Digital Power Corporation, traded on the New York American and had about $3.5 million in assets and was being delisted from the New York Stock Exchange or at least was in the process of being delisted. But we noticed when we talked to Amos, who was the CEO at the time and is presently the CEO of TurnOnGreen, that they had an excellent power electronics business. And I happened to have sold really early in my days power electronics at a firm called BK Labs. And I had known and understood what they did, and we thought it was an excellent opportunity to buy the control block from the current Chairman, who was selling his position and turned that into a long-term plan for a holding company. The strategy you see play out that we're going to talk about today has always been the strategy. And those of you who have been with us for a long time and experienced the highs and lows that we've experienced together know that we ultimately thought that Digital Power, the business, Digital Power, which is now TurnOnGreen, would be a standalone entity. We've always believed the defense business long term would be a standalone entity, but things have migrated over time. And what you see on the screen today, these -- what you see on the screen today, which is these forward looking -- into the future, what the future outlook looks like is TurnOnGreen, Ault Alliance and Giga-tronics/GWW, which is the combined company today, and then, of course, BitNile, which we hope long term will become a super app. As we look through this, this is our planned structure for the future. The company has announced to restructure certain subsidiaries and distribute ownership of each entity to shareholders of record on such a date. The initial one, Imperalis Holdings, was renamed after it combined in a reverse merger with TurnOnGreen and Digital Power, which is a subsidiary. The company's ownership, warrants and -- the company's ownership of common stock and the warrants of common stock of TurnOnGreen anticipate distribution to stockholders, intends to -- TurnOnGreen intends to list on the NASDAQ. So talking about that scenario here, this is something where we will take all 140 million shares we have at BitNile Holdings and all 140 million warrants. And I've got a couple of questions about this, like what will happen since it's on the OTC now. Those shares will go into your brokerage account. Now the good news here is the company filed an S-1 statement, which we're going to get into shortly. That was filed last Friday. Fast forward to Ault Alliance. It's not in this order this will happen, but if you look at Ault Alliance, that's really the diversified holding company. That's effectively private equity meets ownership. Now since we have such big stakes, it's really -- those are consolidated enterprises. Like when you look at Singing Machine, since we own more than 50%, we consolidate them into our financials. And we back out our minority stake on the second to the bottom line. We plan on this becoming a public reporting company in the first half of '23, and that will be the last distribution. The second distribution will be Giga-tronics, GWW. That's our defense business, been around a long time. Some of those businesses are around, I think, some plus -- 60-plus years. And those have been long legacy defense businesses, some of them single source suppliers for the military and for certain applications. And of course, BitNile. BitNile, the pure-play BitNile intends to become a platform based around Bitcoin. And we're going to get into that. That's an incredibly exciting opportunity and something -- if you look and you look at the Twitter account of BitNile, you'll see that it was formed in 2017. This is something that I've been working on with my staff for a long time, and we're excited to see this come and move forward here. So let's talk about the distribution of TurnOnGreen. We filed an S-1 registration statement last Friday. And Ken, I wanted you to talk about your experience in terms of like what could happen here now that we're in registration. We're going to register the 140 million shares of common. We're going to register the 140 million shares of warrants. And then we're going to get into -- once those are distributed, we'll ask Will to explain to everybody what that does from a book value perspective once those shares are paid out. So Ken, can you kind of give us your commentary? It took a long time to get this done because that was a legacy business going back, what, some 26 years of it -- or 23 years of it being public, the old Digital Power.

Yes. Yes. We had this teed up by taking TurnOnGreen public through a merger with Imperalis. Imperalis was a small public company. Now TurnOnGreen has merged into it and 2 companies under our control. And now TurnOnGreen is a public company. And we got through the audit. The carve-out financials were audited by Marcum, and we were able to file those financials. And then on Friday, we filed a registration statement related to the shares that we plan on distributing to the BitNile shareholders. So it does state there is a process. The SEC needs to declare this registration statement effective for those shares to be tradable. So we'll work through the process and wait to hear back from the SEC. But this was another milestone in our previously announced plan to get tradable shares distributed to our shareholders so they would own -- first step is you'd own a share of BitNile, and then you'll own a share and warrant. Distributed kind of pro rata, those 140 million shares will be distributed to our shareholders. And so you'll have shares of BitNile and shares of TurnOnGreen in your account. And once the -- as Todd mentioned, once the S-1 is declared effective, those shares will be registered.

I want to cover something that I talked to legal about. We're trying to be very careful here because this is a little complicated, but those people asking about the proxy and the potential increase in the number of shares that will be authorized by NILE, we want this distribution to take place before anything happens long term with potentially issuing any future shares for what will be the new BitNile in terms of BitNile in the marketplace. So the present shares we have outstanding and authorized today will be getting this dividend. That is the plan. The record date is to be set very shortly right after we get what we call a cleared S-1, where these shares are registered and tradable in your account. And it's important to understand that not only will the shares appear in your account, but so will the warrant. And then soon after that, we hope the warrant will be tradable just like the common stock in the sense that you'll see a TurnOnGreen stock and a warrant that trades. And that warrant is good for 5 years. And Will, to prep you, I'm going to be asking you about some of the provisions and the warrants that provide the investors some protection. They're limited protection, but they are a 5-year warrant. And if you've ever traded warrants, it's important to understand that those usually trade on a time value. And given the fact that Marcus and the team are experiencing so much opportunity in terms of EV, we thought this warrant would give the shareholders a notional extra value in terms of a bonus to participate in the future of the EV business as a pure play and as the EV business stands on its lone and measured by its peers. Now this is something we're pretty excited about. I'm excited about it. I'm a shareholder of NILE, and so I'll get a distribution along with you. And so will everybody who is a shareholder of NILE. Will, can you talk about the -- carefully, the best you can about what those warrants will look like and the protections there? I know they have a little bit of down round protection. Can you kind of give us a little bit of what you believe what these will look like? I think he's on mute.

You're on mute, Will.

Yes. You're on mute, Will.

There you go.

I apologize. So right now, we're still in the process of finalizing that warrant, the final document. But we do envision that there will be some protections. It is limited. You have a 5-year option to -- once these things are registered to exercise the warrants. As Todd pointed out, they do trade based upon the -- to a certain extent, the time value as well as overall volatility for the underlying security and home stock and TurnOnGreen. And the biggest factor is going to be what the exercise price is. The exercise price is going to be most likely a 10-day VWAP, which again, we've yet to define what the final period is going to be. But something that allows the warrant to have, we hope, value on day 1.

I appreciate it, Will. So we created a separate company. Ken talked about this. We created a separate warrant. We just heard from Will on this subject. And there's going to be an elimination of what they call consolidation, right? So I want everyone to walk through this with me. When you have a consolidated entity, if you lend money to a subsidiary or invest in a subsidiary, those are wiped out in consolidation. And so you should see an aggregate -- and I'm going to be careful here to explain how this works, but you should see an aggregate increase in terms of asset value of approximately -- and I'm giving you a very narrow range here because I don't know the actual outcome. But Will, can you talk about deconsolidation of what that does for us as a company in terms of making things easier for NILE going forward and more -- the prospects of TurnOnGreen's future and its future financing when they get to deconsolidate?

So obviously, when you consolidate, you're taking 2 companies and you're combining the 2 sets of financial statements and then you're eliminating any of your intercompany transactions. In this case, once we make the distribution, we'll no longer be the primary shareholder. Whether it's fully owned or majority-owned, once that 50% threshold is crossed, we'll deconsolidate. So those assets, you'll no longer see on our balance sheet. You won't see their cash. You won't see their accounts receivable. You won't see their inventory, and you won't see their results of operations. What will be left on BitNile Holdings' financial statements is our preferred position, which we have 25,000 shares that will be remaining of Series A preferred, and that will be valued on our financial statements as an investment valued at fair market value.

All right. Appreciate that, Will. So obviously, this is the first step, and we filed the registration statement. The next step will be to set the record date once the registration statement is cleared. And then soon after that will be the ex-date. Now I spoke to legal this morning and the goal is to have these shares -- this is a goal. I want to be clear. There's no assurance, but this is a pure goal that Will and I have set for the company and legal has signed off on that we're going to try to do. And that is, we want to have these shares in the hands of the shareholders in their accounts before year-end. We're hoping sometime early in December, but there's no way to assure what the SEC is going to say about it, but we're fairly confident that we can move forward in an expeditious manner. So I've gotten some questions about this, which I'm going to answer, which one of them was, what happens if you have a Robinhood account, and you own shares of NILE. You will get the share of TurnOnGreen and the warrant. Robinhood, we spoke to them. They made it clear that you will be able to liquidate your position. You will not be able to buy more shares of it because it's on the OTC, but you will be able to sell your position. And you'll be able to sell your warrant when you're ready, too. We spoke to Webull, it's the same scenario. E*TRADE and other firms don't have a moratorium on OTC stock, so you will be able to buy and sell with most other firms. But we specifically talked to Robinhood because there are so many shareholders at Robinhood that own the stock. Now the company will endeavor to list on the NASDAQ later next year, and that's because Marcus is working on plans, et cetera. And they want to be solidified in terms of how big their network is. I got a chance to sit with Amos, the CEO of TurnOnGreen. He basically showed me the network, how people were using the charger and how they were installing the charger and the spread between the power bill and the charger being installed. So Marcus, I know that you're in a quiet period, so you can't really say a lot. But you did do that deal with Avis Rent A Car, at least the affiliate of Avis Rent A Car. You are speaking at the conference in terms of all those rental car companies. And I know you have a lot of prospects there in terms of -- let's just say, I know there's a lot of demand for EV. So I thought maybe you could give people the status quo on what's happening in the EV space and what's the prospects for TurnOnGreen.

Absolutely. Thank you, Todd. Well, so in terms of electric vehicle sales, I mean, many of us are aware that this is the future of transportation. EV registrations were up 60% in Q1 2022. Right now, EVs account for about 12.5% of the U.S. market as of Q2 2022. So there's no question that the country is -- and North America really is transitioning towards electric vehicles. The sales are outpacing the infrastructure. So it is really a great opportunity for a company like ours to be in the space because the demand is growing and will continue to grow over the next 10, 15 years, especially as governments, both federal and state and local governments mandate zero emission vehicle goals. And so California, for example, is -- has 2035 as their target for all new vehicles being sold in California will be electric or non-gas burning cars. So we continue to -- hydrogen would potentially be part of that deal, too. But -- so from where we stand right now from a segment standpoint, there is multiple markets entering the EV space right now: hospitality, fleet, health care, last-mile delivery. There's just -- mass transit. There are so many verticals that are electrifying, and all of them are going to need charging solutions. And there are not enough charging companies right now. There are a handful. One of them is -- ChargePoint is probably the largest one by far at this point. But we in the charging industry look at ChargePoint kind of the way BlackBerry was where you think back to the early 2000s and you look at how BlackBerry -- everybody had a BlackBerry. And it was secure, and that's just what everybody used. That's just sort of how we're looking at ChargePoint now. And then as the market progresses and the networks become more open and accessible, there will be better, faster, more flexible solutions like TurnOnGreens that enter the marketplace. And so as you saw in the cell phone market where people diversified into iPhones and other Android phones, you'll see a very similar pattern in the EV charging world.

Marcus, is there any turning back? I mean, do you think that the U.S. can turn back on EV? I know that here in Vegas, I have a lot of people come visit me, and they drive from California, and there just aren't enough charging ports here. There just are not, right? Is there any turning back, though? Because you -- what I see here is there's so much need for it, but not enough electric infrastructure. And you saw that $900 million get approved by Biden, but is there really any turning back? Or what do you think the growth curve looks like for TOG for, like, say, the next 10 years or so?

Well, the growth curve for the industry will continue at -- to be very steep. We're going to -- the industry from electric vehicles and EV charging is going to grow very fast. Our hope is that TurnOnGreen will be able to participate in that verticality. A big part of the positioning for our company is being in the game now because -- this is infrastructure. And the reason why the 5-year warrant is so important is because infrastructure takes a while to build. It does take time to build our network. We need to put the pieces in place. We've talked about it in the past where we've gotten approved with California rebate programs like CALeVIP and so-called Edison Charge Ready program, the PG&E program. There are other public utility programs that we've been approved by as well. And so that's a huge first step in the life cycle of EV charging, is making yourselves available, making yourselves compliant. And to answer your question specifically, the future of the country is electric. It doesn't mean that it's going to be all powered by solar or wind. I mean there's still going to be large fossil fuel components to powering our grids. I think you're going to see real opportunity for natural gas providers to be able to provide solutions for microgrids and for utilities as well because one of the questions we get a lot, especially by the non-EV sort of -- kind of that everyday person is how is the world -- how is the country going to support everybody once they all go electric, right? The grids aren't set up for it. Well, the grids are modernizing quickly. They're building out a variety of solutions. So they're not sort of pinning all their hopes on solar or wind. And so I do think that as the grids modernize, adoption for e-mobility is just -- is going to become easier. And what you see in the world now between OPEC and what's happening with gas prices and all these things, the market really favors e-mobility. And it's not just cars. You see them already. Like if you live in big cities, you see a lot of electric scooters around, a lot of electric bikes around. You're starting to see 3-wheelers electric vehicles. So the world understands that it's cheaper and sometimes better and faster to get around via an electric vehicle. It doesn't mean the gas vehicle is going to be gone forever, but the way that people move will be electric.

So I wanted to point out something that -- you got to be really careful when you give these forecasts, but why TOG is so important right now, right? And that is they have their own growth curve. And in fact, if you looked at our estimated financials for -- our estimated for the third quarter, I think they had a pretty substantial forecast in terms of what they would grow quarter-over-quarter and how they're doing. But they have experienced that whole delivery of product. It was either supply chain was really messed up for a while, especially since so many things are brought in from overseas. One of the things I'll point out to you as I tweeted out this morning, the book value as of the end of June that the CFO helped me calculate, and it was $1.06 a share, which I believe Ken was roughly around -- Ken, do you remember the number? It was around $300-some million in terms of book value?

Yes. Yes. Kind of book value is over $300 million on 300 million shares. So it was $1.06 per share.

Right. So when you look at that and you figure out even in today's numbers and looking at what we forecast for the quarter and the third quarter, you will look at these shares, and you put your own value on what the market is valuing whether it's $0.10 a share on 140 million shares, which is $14 million. And if you put $0.10 a share on the warrants or $0.05 a share on warrants, you can come up with your own number. But depending on what number you come up with, in some cases, it's half the entire market cap of BitNile. Now I'm not telling you it's going to be like that. Could it be $0.20? Could it be $0.05? Could it be $0.50? The market will determine that. We -- our goal is to get Marcus and his team, Amos and that team at TurnOnGreen out there and independent so they can grow independently and get valued on their own. And one of the reasons why it's so important to us to give you the 5-year warrant is we've looked at their growth curve and said, these guys are going to have -- need a long time to grow into what the demand is. So let's give the shareholders an opportunity to hold on to that warrant for that 5-year period. And let's make it tradable. So if you get an opportunity, a run-up, et cetera, you can take advantage of that. And that's the plan there. Will, do you want to add anything about TurnOnGreen before we move on to the next section?

He's on mute.

You're on mute, Will.

I apologize. When you're working from home, sometimes you don't want interruptions on the call. But the only thing I'd point out is when we look at the number of shares, I think what the investors can expect is -- and this is approximate. For every 3 shares that somebody owns of BitNile Holdings, they're going to receive 1 share of TurnOnGreen and 1 warrant. And that's approximate. It's going to fluctuate a little bit. We won't know the final until we set a record date. And it's going to be interesting to see how these warrants ultimately trade.

Yes.

I do think it's beneficial. I think it's beneficial for both, right, Todd? Because ultimately, if the stock does run, if the stock appreciates significantly based upon TurnOnGreen's place in the marketplace, this could also be a great opportunity for TurnOnGreen to bring in capital.

Yes. So I want to point out something. If you were to give it whatever valuation you wanted to as a shareholder and you were just to give it $0.10 or $0.20 worth of value for each warrant and for each share, you'd be looking at a company relative to its peers that's trading at a discount. But let's assume you'll give it whatever value you can at $0.10 for both the warrant and the share, that 5-year warrant, you're talking about $28 million and a market cap of BitNile, not including the real estate equity, right? So let's remember that. We'll come to that later in the conversation because all combined, our real estate purchases and equity-wise totals close to $68 million -- or excuse me, $65 million. And if you look at the market cap of NILE today, something isn't making sense, right? Because then you go and say, "Well, how much did you pay for the miners, Bitcoin miners?" And I think that's another close to $150 million. So not making sense, the market cap. We're trying to unpack that for you, make sense but not give forecasts because we're really not allowed to do that. The stock is going to trade when it trades. Ken, do you have anything else to add about the spin-off of TurnOnGreen? Because I know this is something we really want to happen in December. We're pushing hard for that, and it's subject obviously to the SEC clearing the proxy -- I mean, clearing -- yes, clearing the S-1.

No. We're happy for TurnOnGreen, the team there and their ability to be an independent public company with a path to becoming traded on NASDAQ. So they can be properly valued as a pure-play EV charging company and EV solutions, EV network and a path to get the capital they need because this will be capital-intensive to build this infrastructure. So I think it puts them on a great path, and I think it's a tremendous upside for our current shareholders.

Marcus, as we wrap up and we move on to the next company that's going to be spun out, I was -- I had the privilege of sitting in front of Amos and him showing me the network while people were actually using it. So I thought maybe you could talk to people about when you guys make that infrastructure installation. He said he's been cutting checks to places that put in these EV chargers. Can you maybe talk about the network a little bit?

Sure. So we have a public network that we're building across North America and Canada and in the United States, both Level 2 and DC fast charging ports, some of which we own and operate, others we sell to site hosts, and they own and operate, and we charge them a management fee. So there's a couple of different ways for us to generate revenue from these units. We're very selective about where we put our machines because we definitely want them to get used. And there's also a lot of rebate and grant opportunities in specific regions of the country that allow us to build affordably and build -- and our site hosts to build affordably. So we partner with a couple of different site hosts to develop charging plans that make sense and build units in the areas where they're going to get used. And I will say that part of our advantage of TurnOnGreen is that we do have a subsidiary, Digital Power Corporation, that has been in existence for -- since 1969 and can buttress us as we grow and support us as we grow and had some interesting projects as well. So we're a diversified company with our eyes very much on the EV market and looking to grow and expand into the new markets that are coming online because the coasts have dominated electric vehicle. And we're looking at Texas. We're looking at Illinois. There's a lot of areas in the Midwest where electric vehicles have been slower to adopt, and we want to be there. We want to be there first, and we want to build the infrastructure there to provide charging solutions for those drivers.

Marcus, I -- we've been told to not encourage any more statements because you're in a quiet period. But I think all that's already been out there. So not necessarily worried about that.

They have all been out there.

Yes, I know you guys have made that clear to everybody. Marcus, I know you're going to hang around, but thanks for that. Guys, we're going to answer questions for TurnOnGreen in a few minutes when we get towards the end of the presentation. Moving on to Giga-tronics/Gresham. The original Gresham, I think, has been around since -- has been around 63 years, different growth curve than TurnOnGreen, really a different model in the sense that they provide defense -- bespoke defense solutions. This is a business combination that took place, and this took a long time to get done. And the company presently trades under the symbol GIGA on the OTC. About 70% of the company is presently owned by BitNile Holdings. And I want to take you to read something very important to understand what you're getting here. The company owns approximately 2.9 million shares of common stock and 514.8 shares of preferred stock convertible into 3.9 million of common stock for a total of around 6.88 million shares of common stock on a converted basis. All of those shares will be distributed on the record date -- or excuse me, on the ex-date. There will be a record date -- will be distributed to the shareholders of NILE. We have a similar time frame. I don't know when the S-1 will be filed for this company, but those shares will be held for the shareholders. And we want to distribute this to the shareholders like we're doing with TurnOnGreen. The Ault Lending portion of the company, which is formerly Digital Power Lending, which is owned by Ault Alliance, will still hold preferred shares in the company. And the company is seeking uplisting in early 2023. Now if you look on our reported financials, this is about -- Ken, what's the run rate that you know of in terms of the combined Giga-tronics, Gresham run rate? They got a lot of long-tail contracts. It's kind of hard to predict, but I know that Enertec is inside of this also. We've given you an example of some of the customers that are inside here. This is a legacy defense business run by J.R. Read and Tim Long and [ Spica ] out of Israel. What's the legacy -- what is the current run rate?

Yes. I think they've been targeting a $40 million run rate for that business. And GWW, Gresham for us had been approximately $30 million, and they were about 70% -- they are about 70% of the combined entity. So you'd see we've made filings on this, and we have some pro forma financial information there. So that $40 million run rate is not quite right. You can look at the pro forma financial information and the filings and see what it would look like combined.

Ken -- or I mean, Will, when I talk about the distribution of these shares to the shareholders of NILE, this is how I've done the math, right? I'll do some simple math and say, if the shares are $1.25, and you're going to give them out to all the shareholders of NILE, that represents what looks like to be around an $8.5 million dividend based on the price being $1.25 and the number of shares being close to 6.8 million. And if you look at the market cap of the company, it looks like it's like a 12% to 15% dividend. I don't know how you do that math in terms of how you calculate the value because you never know where the price of GIGA will be when you distribute it out. But can you walk people through how you think this is going to transpire? You're on mute. You're on mute.

Difficult question, Todd. When you start thinking about the value for OTC companies, they're volatile. You've got a stock that in GIGA that was at $3.25 around the time that we entered into this exchange agreement back, what, December. So now you've got a company where the stock prices decreased to $1.25. Where is the real fair value of the security? I don't think it's being reflected in the markets. And I think that's predominantly an issue with small cap and micro cap companies right now. They've just been devastated.

Yes. It is a difficult question to answer. You have a $40 million defense business or something in that range in terms of run rate. You have a business that's been around -- some of them for more than 60 years. In the case, I think, of Digital Power -- I mean, excuse me, in the case of Gresham, I think it's 63 years. And then you have a valuation of them of a fraction of what their sales are and relative to other metrics. So -- but this -- in terms of timing, this is a more legacy business for us, different growth curve. And Will, can you talk about what will happen to our balance sheet when this comes off? Because this will have another effect on the overall company when this comes off our balance sheet.

Yes. It's going to be a similar effect that the TurnOnGreen distribution is going to have. We're going to distribute effectively 100% of the shares in common stock that we own. It will leave us a small position of preferred -- or no, actually a convertible note that will convert on the uplisting, presumed uplisting. But again, that convertible note is going to just be valued at fair value. So again, we won't be showing results of operations of this once we deconsolidate. It will be gone. And the shareholders will own it.

Yes. And we're trying to expeditiously make this happen. I think the reason why we're so sensitive to what's transpiring is you guys can see that we have a 10b-5 plan in place. And we've been buying at Ault Alpha. And I've been buying personally and Ault & Company has been buying. And what we're trying to make clear to the marketplace is that the math is not making sense in terms of the valuation of NILE because what you have is millions, basically $100-plus million invested just in Bitcoin mining operations and data center and then another $65 million of equity in real estate. And then if you look at the defense business and TurnOnGreen, you start to ask yourself, why are you selling the stock to me at this price. But I am not you, and I'm not a shareholder. I'm not an algo in the sense that I'm not a selling shareholder. I'm a buyer and have been a buyer for many years. So we're trying to outline the value for everybody. You can make your own determination as to whether you should keep your shares of NILE, sell them or whatever you want to do. That's completely up to you. We're not making a recommendation. We're just pointing out that with TOG and Gresham, those are 2 businesses that are going to be in your account soon. And we've set the stage for this to happen, and that has an effect on BitNile Holdings because obviously, once those liabilities are off our balance sheet, those become their own independent companies. Will -- Ken, do you have anything to add about GIGA? I know that GIGA has some overseas operations with Enertec, and it has Relec over there, which is doing really well. When I look at this, the market cap just in GIGA alone doesn't make any sense at all to me. I mean, in fact, I'm perplexed beyond all reason that it makes any sense. But I wonder if you could kind of outline your thoughts. You've been around a long time. You were a CEO -- or CFO of a billion-dollar NASDAQ company before you joined us. You were, I think, at Deloitte a while ago. You have a lot of experience. A little gray here. Tell us about your thoughts here.

Yes. Yes. Also, I want to clarify the -- I was looking at our preliminary revenue projections for Q3 for the combined Gresham and -- well, I guess they were standalone, $30 million. So if you tack on GIGA. So I think that $40 million is kind of a good aspirational long-term run rate for them. But these are steady businesses. And as you said, it's a little bit of a different model. These are blue-chip defense contractors and governments that are their contractors. So it's steady. There's some key programs that they have. And we believe that the combined companies have some good synergies. Gresham Worldwide is worldwide. They have operations in the U.K. and in Israel, where Giga-tronics historically is U.S.-only. So this opens up opportunities for Giga-tronics to expand internationally. And then when we looked at Giga-tronics, we noticed they have some really good engineering talent. And so the legacy Gresham Worldwide can leverage the engineering talent of Giga-tronics. So we think combined, there's some good synergies in geographic footprint and technical standing and technical knowledge. But it's -- again, this will be a pure play. It is now a pure play. And investors can look at it and understand the business. They don't have to try to tease out the information from our mining or lending operations. But it's all defense. And that company can really be evaluated by investors that want to have that steady, decent-sized -- well, it's a small public company, but the combined company has a little more scale than they did individually. And again, it's a vehicle for them to grow and perhaps tack on additional smaller defense companies that could provide further synergies and some economies of scale as they have their growth plans.

Yes. I know that...

Ken...I'm sorry, Todd.

Go ahead. Go ahead. Go ahead, Will.

And also to point out, when we start talking about the defense company, in particular, these are companies collectively that have relatively strong balance sheets. I mean they're not burned with a lot of debt. And I know, Todd, you mentioned that we're getting those liabilities off our balance sheet. But the reality is we're getting those assets off our balance sheet. We're putting those in the hands of our shareholders.

Yes. Makes sense. Makes sense. I get it. With these 2 things in mind, TurnOnGreen and Gresham being sent out to shareholders, if you were to do the math, you'd say, okay, I'm a BitNile shareholder. I'm going to wake up with a share of TurnOnGreen, a warrant in TurnOnGreen and then I'm going to get a share of GIGA, whatever that looks like in terms of different securities. You'll have 4 different securities in your account from what is NILE today. We're going to move on to -- away from the business combination of GIGA. And this is pretty much -- these are pretty much -- the TOG and the Gresham are pretty much on autopilot. This is subject to clearing comments from the SEC and setting those record dates. And we have a goal of getting that done ASAP. TOG should be first and then GIGA will be second. As we move to Ault Alliance, the divestiture here, this is a much bigger operation when it comes to assets. If you were just to look at alone at the equity we have in real estate, we have, I think, $23.5 million of equity in the 4 hotels and additional -- well, actually, if you combine all the hotels, I think it's close to $26 million, $25.5 million of equity in the hotels alone. We have the equity, we have in terms of valuation of the 617,000 square foot building in data center, 34.5 acres in Michigan. And we have the building in St. Petersburg. I think that combined total is around $65 million. Those businesses -- and this is what's really important, the Michigan location continues to install Bitcoin miners. And that's on track to be at the first level of capacity, I believe, by the end of November, early December in terms of miners. And so that's a really critical business for us. But remember, when you continue to look at market cap of NILE and you say to yourself, well, and I -- well, if the stock were trading -- well, I don't think it's -- I think it's not really a super important we get into those details. But assuming the stock is trading where it was at the close today, and assuming that's a market cap of somewhere around $60-some million, just the real estate equity alone is the entire value of the company. And that doesn't include TOG, and that doesn't include Gresham. That goes back to that market cap, that book value of $1.06. Inside there, you'll have other sample companies we own, including Alzamend Neuro, which I believe is around 10 million shares of Alzamend Neuro and then an additional 12 million shares with investment rights and warrants. So I think it's a total, Ken, I'm approximately correct, there are around 22 million shares of that?

Potential. Yes.

Yes, potential. We have only about $1 million in Ault Energy right now because that company has done its first oil well, which we did say was economically viable. I think we own another $10 million worth of Singing Machine, which we do consolidate. And then I think somewhere in the neighborhood of around $20 million or so of MTIX. Correct me if I'm wrong there, Will, but is that investment in MTIX around $20 million or something?

A little bit more than that.

A little bit more than that. And then, of course, we have the SPAC and our equity in the SPAC, which we put in about $7.5 million. What you don't pay attention to and really nobody does in value is we own a big position in Adtech Pharma, which we hope goes public in 2023. That is a glaucoma drug, and we have other investments in UES, which is an EV company. And then, of course, what you pay -- what we really is a driving force and if you look at our forecast is the lender. We are a licensed California lender. That is a very high-margin business. It's very volatile. And Will, I was kind of -- you always have a different perspective than I do in terms of talking about volatility in the lender, what we had earlier this year in Mullen and kind of like the lumpiness of this, but the pure margin that is lending to other public companies. I thought maybe you could comment on the lender, which we really haven't went into in detail.

Yes. I mean, look, it's a great vehicle for us. It's a short term -- typically short-term investments. If you look at Mullen, those were all short term. And it's an untapped market. There's not a lot of people that participate in lending to small early-stage public companies. Done properly, though, it does -- it certainly does bolster our net income and our revenue. But it is choppy. There's periods that we're going to have mark-to-market fluctuations, and there's periods that we may not be active in our lending activities. So it does vary. It's less predictable than, say, the defense business.

Yes, it is a volatile operation, but there is not a lot of people that lend to smaller public companies. So for us, and it's a business that I've been part of for, it feels like decades, I don't actually know how long it's been. I've been on Wall Street for about 33 years. Having a licensed lender and the ability and the connections and the know-how and the people and the lawyers to make these opportunities happen, the lender has a portfolio of companies that are being incubated that we funded that have the potential to be public. So this is a long-term opportunity for us to continue to operate the lender. Now this business, Ault Alliance is the biggest of them in terms of assets with the hotels and others. This is a -- Will, how do you describe -- and this is -- I'll read it through real quickly, and then we'll talk about this dividend because this is a really interesting scenario here. Ault Alliance will continue to focus on long-term growth of its operations. It has Bitcoin mining, data center operations, commercial lending, activist investing, oil exploration, hotels, commercial real estate, textiles, medical biopharma and of course, the karaoke company, which we think will transform over time into a bigger retailer and distribution network, which we're going to talk about next with BitNile. But Will, how do you describe the size of this in terms of the economics of that? So $300 million plus in equity, that $1.06 in book value, to me, it's remarkable. And I continue -- when I'm legally allowed to buy NILE, I mean, they're just getting it to me, and I'm fine with that if they're going to give it to me. But how do you describe this dividend and what you kind of think -- I know you got to give it all the parameters of forward-looking statements. I know you can't be certain, but this is a big dividend, right? And what people don't understand is that one thing can happen, right? If Alzamend gets good results or if Adtech Pharma gets good results or any of the hotels are sold or Singing Machine has good results or the oil and gas does well or the lending does well, there's a tremendous opportunity here for growth in this diversified holding company that's stuck inside NILE. I wonder if you could give your commentary.

Yes. So again, if you look at what's happened to small companies, micro caps, they've been devastated. And it's not just us. It's not BitNile Holdings. It's a slew of them. And we see it with the Dow. We see with the NASDAQ. There's just -- there's more red days than we'd like. I think this company is grossly undervalued by the market right now when you look at what we've invested and what our equity is. Again, our book value, Ken's -- and Todd already said today, it's around $300 million. I know we've invested in the crypto marketplace, but not the marketplace, but the crypto mining section and the data center operations. And that's north of $150 million. Todd, as you pointed out, we've got $65 million in equity in the properties alone. You have the potential for Alzamend, MTIX International, Singing Machine, all of these companies combined, certainly, it's hundreds of millions of dollars. So I don't know how you value a distribution or dividend of any of these companies when -- where the system to me is somewhat broken and you're not getting a proper value for the company to begin with.

Right. It's a tough call. But we're trying to deal with the circumstances that we have. It's an interesting scenario because if you look at the amount of Bitcoin mined, you start to look at like I think we mine somewhere, I'd have to get the numbers, but I think as we've mined somewhere this year, more than 10%, 15% of the market cap of the company. When you keep bringing miners online even with increasing difficulty and the decline in price that we faced a headwind of rising difficulty, declining in price, declining market cap, declining stock market, declining small cap market, and yet we continue to plow along mining Bitcoin. We continue to plow along with the lender. And Alzamend obviously announced that they plan on putting the vaccine into human beings and filed the IND. So -- and then Singing Machine, of course, is now contributing. So it's really hard for us to look at this and say, are we making the wrong decisions? I think that the management believes we're making the right decisions that we laid out a few years ago and that we're going to separate the companies. And one of the most common things I -- questions I get is about the ATM. And the funny part about the ATM is it doesn't make any sense as an investor if you raise money on the ATM, and you put it in assets that are becoming productive. That shouldn't be a negative. But that's the #1 question I get and -- which makes no sense because we're spending the money on things that are going to help grow the company. But it gets very hard to use an ATM when you got a price we have now, right? And Will, I talked about this with legal because I really want to make it clear to people. It is not our intention to get the shares authorized on the proxy and using ATM. That is not our intention. We intend to use those shares strategically for what's going to happen in the marketplace. And that's why we want to get the distribution of TurnOnGreen and Gresham out to people. We don't want there to be further long-term dilution before those shares are issued to people and they're in their hands. We want other current shareholders to get the bulk of the TOG and Gresham and, of course, ultimately, Ault Alliance. And we're shareholders of them, too. Let's go through this real quickly, and then we'll move on to the marketplace. We'll answer questions and we'll wrap this up. So we're going to -- additionally, Ault Alliance, our lending entities will continue to explore special situations, unique opportunities. Given the macro environment, Ault Alliance expects distressed opportunities in abundance in the next 18 to 36 months. The lender is the foundation. We'll remain committed to nurturing and growing operating businesses, new investments in years to come. This will be the long-term vehicle that will allow us to spit out more companies longer term. As Gresham goes away, as TurnOn goes away -- TurnOnGreen goes away and becomes its own public company, Ault Alliance will still be there as a holding company listed on a different exchange. That's the plan. And it will separate from NILE eventually. That's a more complicated separation because, obviously, the existing BitNile Holdings, which will run the marketplace, has to be in a position to be able to keep its listing and people to understand what they're getting out of that. We're going to structure distribution in the coming year, and we expect the company to be public reporting as a segment in the first half of '23. So what you're going to see is a public BitNile Holdings and a public reporting Ault Alliance. You'll be able to separate internally how you want to value those, how analysts want to value like the guys at Spartan, who both -- Barry, he's asked those questions about what the separate valuations are. This should make it easier for analysts and people that follow us to understand what they own. Obviously, TurnOnGreen and Gresham will be off our balance sheet. That will make it easier for you to understand what you own there. So I hope that makes sense. Ken, do you have anything to add about the Ault Alliance divestiture and sort of like your thoughts on why this should happen and what this will look like? Any commentary? You've been around a long time, as I pointed out.

Yes. I think when you -- the talking points that we've had for TurnOnGreen and GIGA are also applicable for this Bitcoin marketplace that we're going to talk about next. That's a massive opportunity. And that opportunity should also have a chance to be a pure-play public company and to be assessed properly. And then what you're left with is that the Ault Alliance continues to be a diversified holding company, less diversified because it won't have EV, it won't have the defense business, won't have this marketplace opportunity, but still plenty diversified. And there's some real hard assets there for Ault Alliance. And so Ault Alliance has its baseline of hard assets in real estate, the miners that are productive. But then we have really tremendous upside opportunities with the lending and investing. So it kind of is a combination of bedrock of our assets but also tremendous upside in these investing scenarios that we have.

Yes. This is something that I hope that my partner, I and Ken and the team, Henry and James, we continue to run the holding company long term. That is the plan there. Obviously, we bought some through Ault Alpha. We bought some through Ault & Company and my private -- I bought some for my private account, and we look forward to receiving the dividend just like you. So we'll be eating the same cooking. We'll be getting the same stocks you get, and we're pretty excited about that. This is a big dividend. I think ultimately, I'm excited about what happens here, a lot of assets here and not a lot of debt on the balance sheet in terms of -- the only debt really that's serious, and I wouldn't even say serious, it's not recourse to the parent is that the hotels have some debt, but that's individual properties. There presently is no debt on the vast majority of the assets, and there's a lot of leverage opportunities and opportunities to use the balance sheet to strengthen the company. Will, do you have any further commentary before we talk about moving on to the marketplace and something that I'm the most excited about when it comes to undervalued situations. What do you think about this dividend, and maybe give people your thoughts on the nature of what's going to happen here?

Look, I think it makes it simpler for people to understand the companies, the 4 companies. You're going to have defense business. You're going to have an EV business. You're going to have a holding company that's still complex apparently for people to understand. But that holding company is predominantly, I'll call it, 2 different asset categories. You've got real estate. You've got the data center and cryptocurrency mining operations. When you look at it from an asset base, lenders is a distant third. But depending on what happens to those investments, it could certainly skyrocket to #1 on that list. So having each company with access to capital, dedicated access is certainly a plus. As far as the marketplace goes, yes, that's going to be an interesting project. Yes.

Let's move on to the marketplace. And by the way, we're trying to make this very clear for everybody exactly what our plans are. You got the TurnOnGreen first day coming out right after the S-1 is cleared. You got TurnOn -- you got Gresham after that. And then you move into 2023 and what we're doing with Ault. So all right. So on to the marketplace. BitNile is a really simple concept, but it will sound complicated, but it's not. And that is if you've ever had an opportunity to look at the spam bots on Twitter, spam in terms of phone calls, networks, and you understand what a super app is. If you look at something like WeChat and Tencent and then you overline Bitcoin to it, this is really what I think is a remarkable opportunity. This is led by Douglas Gintz. Douglas Gintz was recruited by Will Horne. Will worked with him prior, and Will liked his capabilities in the software side of the business and the marketing side of the business. We just announced the hiring of Frank Frausto, who was a Googler. I think he was the 300th employee at Google. We have been building a team here behind the scenes for the marketplace. For those of you who see our sponsorship of Indy, we have been networking very hard in that B2B category. There's a lot of people that present there. And what you see here is a verified marketplace -- excuse me for a second. So what we expect to see here is a situation where you have a verified seller and a verified buyer. It's one of the most unusual things that I'm told has not been done before, and that is that we're going to verify every buyer and seller. And we're also going to be the transaction network between those buyers and sellers. We're going to guarantee that the person gets their Bitcoin return to them. So there's a pain mechanism. These are our plans to make that happen. But I want to give a couple of things about what a super app is because most people on this call will have not used the super app like WeChat or Tencent, don't understand that the marketplace doesn't represent just retail, but it represents an opportunity to transact. And our main category is Bitcoin, okay? So let's say you don't have Bitcoin, but you have 39 other different cryptocurrencies. The marketplace is being set up so that you can come to the marketplace, and you can use those other cryptocurrencies, too. You don't just have to use Bitcoin. But you don't get the BitNile digital reward, the reward token, you don't get that token or that opportunity to get a reward unless you use Bitcoin. The marketplace should allow you, and this is our plans, should allow you to convert any of your cryptocurrency that we accept into Bitcoin automatically, very transparently and quickly. It also should allow you to convert up to 22 different forms of fiat currency. That's pounds, that's euros, that's U.S. dollars, that's Canadian dollars. There's about 22 on the list that will be able to be converted into Bitcoin and used to transact. We think this functionality is a big deal. And the way Douglas is building the system, it will be modular so we can add on additional features and benefits. If you look at the use case for Bitcoin, and this is a big bet on the future. We believe that it's not going to be just the trading of the asset, the digital asset. By the way, we do have an investment in Earnity, we'll get to that later in the year when we talk about the integration of people that are going to be on the network. What should you be looking for with the marketplace? You should be looking for strategic partnerships, people joining in the marketplace. And I mean big names, not small names. I mean, people that are credible names that are going to be accepting Bitcoin and making it really easy. This is what we talk about with reimagining the way a marketplace works. We're not in Amazon. I know people will say, were you trying to be a retailer? No, we're -- this is a software enabler. This is a company that's going to allow others to use the system. There will be some proprietary stuff that we'll use it for. And I'm going to read through this because I really want to say to you guys that as you can see that I've been buying through the hedge fund, and I've been buying personally when I'm legally allowed to. We're very committed to the separation of the 4 companies. And it really -- it's hard for me to explain this to people. But when you see the stock trading for where it's trading today, it really does suck, but our long-term plans are just so valuable that we're just looking through that and saying, what are we going to build over the next 5 to 10 years. And you've got to have this thesis. If you have a thesis that Bitcoin is here to stay, and there's going to be a use case for that Bitcoin, then it's going to be hard to ignore the marketplace. And by the way, those of you who say that other people have a lead, I would love for you to show me where there's a marketplace where Bitcoin is the standard, where it starts at Bitcoin. And I'm not talking about trading Bitcoin, where I can buy and sell. Of course, you're going to be able to do that on BitNile. But the original merchant, original merchants ship, right, the original merchant place in the world before Christ was the Nile River. This is the concept, right? The merger of what was old and new is going to happen here. And this is something that we've taken a long time to think about how this would develop and this is where there's a -- this is why we are getting more authorized shares because we don't know what is going to happen here. But we want to get the assets out to the shareholders now and then let NILE become what it becomes. Now one of the things you've seen me say is that we do not intend to reverse the stock. We're big shareholders. Why would we want to? And if we were ever going to reverse it, and Will, I want you to chime in here about this because our plan is if we ever had to reverse down the road, it would be -- our plans would be to be after these assets were distributed and NILE was its own marketplace. It doesn't make any sense for us because, obviously, we've raised back in March close to $67 million. We've raised a lot of required capital to do what we need to do. And now it's an asset allocation decision. What is that noise? Are we okay? Now it's an asset allocation decision, and we want the individual companies to be able to raise their own individual capital the way they need to. Remember, TurnOnGreen has its own managers. I'm not on that board. I don't run that company. They'll make their own decisions. Gresham Worldwide, GIGA has their own managers. They'll make their own decisions. Ault Alliance, obviously, I'll still be there running the lender and doing what I'm doing for the business, and so will Will. But NILE has a new president, and that is Douglas Gintz. And that software platform will acquire what it requires. And so the plan here is to set these things free but pay -- obviously, we pay close attention to what I'm saying here. My opinion, the opportunity for Bitcoin is not going away. And as more and more people acquire it, some 100 million wallets around the world, some 80 million wallets, I believe. I don't know what the number is in the U.S. It used to be 81 million globally and now it's over 100 million wallets. The addressable market for being able to transact in Bitcoin, in my opinion, is going to grow. I can be wrong, but I don't think I'm wrong here. Will, your thoughts on NILE becoming its own standalone platform?

I think it's the only logical conclusion for the company. Again, people that are going to invest in the future NILE, the marketplace, that's what they want. They don't want to invest in a holding company structure. And candidly, the opportunity is so large, it warrants its own separate company. It's going to be -- it's not going to be a short-term race. It's going to be a marathon. It's going to take years, I think, before we really see the benefits of the marketplace. And again, it's -- what was Amazon's growth cycle over the last 20 years? I think that's the same opportunity we have here.

Excuse me, you want to say what? What about? Okay. That's the time cutoff? Never heard of that before. All right. I'm going to get back to Ken, and I'll get to Ken. But here's what we intend to do. We intend to create a marketplace to be a super app widely considered to be a mobile application, multiple services, including payment functionality, transfer of payment driven by Bitcoin blockchain. BitNile believes the marketplace will lower transaction fees, reduce complexity and add security and brand name global e-commerce platform. I'll explain to you what's so big about this, and that is if you look at the spam problem and the bot problem, when you use the Satoshi to verify that someone's real and that everyone on the network is real, this has not been done this way to any scale, right? And that's the hardest part is that people think Bitcoin is anonymous. It's really not. It's really open, and people can see what's happening. They know what's happening on the network. So this super app, we hope to build something out that doesn't have spam, that doesn't have bots and that is independent. And it's only people doing business that are verified. We plan an advanced buyer and seller functionality, third-party integration services, enhanced security through comprehensive buyer and seller preprogram. Marketplace intends to be flexible, functional with a broad e-commerce solution. It's really, we hope to become a one-stop shop. And what I mean by that is that -- and I wish -- if Douglas were on this call, he could talk about, and we will in the future, especially when we bring Douglas out for road shows and event that we're going to be doing for NILE, he would talk about the functionality of other sites using our [overlapping] software. Today, when people say they accept Bitcoin, they just say, "Oh, yes, we accept Bitcoin." But they don't make it functional. They don't make it functional like you have to have Bitcoin. The great thing about what we're setting up is you can have Bitcoin own wallet, but you don't have to have Bitcoin when you show up. You can have up to -- I think it's around 40 other cryptocurrencies and 22 other fiat currencies. So what I'd be looking forward in the future is partnership announcements, things we're doing around retail, things we're doing around software, what features we're going to add. I'd look up if I were a NILE shareholder to understand what a super app is and what we're trying to build here. And this is the reason why we're separating it. There are just big opportunities here. NILE has developed into its own real big opportunity. And people ask me a lot of questions about why isn't mining staying with NILE? The real reason is that miners are really data center-focused. And the management team at NILE wants to run the platform. They don't want to have to worry about mining. But you don't need to worry about it as a shareholder because you're still going to get the dividend of Ault Alliance, and that has the mining in it. So those people would say, you're not going to get the miner, you're incorrect. You're still going to get the miner. All these assets are being dividend out. That's the intention to dividend out to the shareholders.

I'm going to get to some questions. So let me answer some questions. I know that there's a few analysts on the line, and we had a couple sent in from at least from Barry. Okay. So let me read this here. Please update the rationale for splitting BitNile, the original idea of the place the crypto assets, which investors viewed as risky into one public vehicle other than more traditional assets in another public company? Well, I think I kind of just addressed that, and that is what we've learned about mining is it's incredibly volatile and incredibly risky. And so we've learned that owning a data center or having long-term contracts to secure those data centers is really what matters in mining. It's clear that our relationship with Bitmain has paid off. I mean, we've obviously increased -- recently increased our acquisition of more miners. And I would expect in the future for us to -- at the mining division as we build out capacity to even buy more miners. So I think we're focused more than ever to be in mining. I just think that we think that the NILE marketplace is just too big of an opportunity. We -- I really believe with all my heart that the BitNile marketplace has an opportunity to be something big, and we need to separate that. So we don't want that NILE marketplace distracted from anything other than the transactional platform that is we hope to be a super app. What is the timeline expected of the 4 dividends? How would you -- have you done the SEC filing? I just saw the TurnOnGreen filing. What about the other steps such as regulatory approvals and shareholder votes? Will, it's my thought that we -- because we're distributing the assets to the shareholders that we have come to the tentative conclusion although we are still subject to final approval, that we do not need a shareholder vote to separate the company.

That's my understanding.

Yes. So those people asking about whether we need a shareholder vote, when you take a piece of pie and you say, I don't want 4 slices, but I want 8, you don't need a vote to cut the same pie into 8 pieces as long as you're giving everyone their equal shares. And I can assure you what we're trying to do here is treat all shareholders fairly. And so what we want to do is we want to make those distributions, and we want to do that knowing that NILE will have its own desired capital base down the road. It has its own things it's going to be doing. We want to get these assets out to the shareholders as soon as possible. And I do not believe, and of course, I could be wrong, but so far, tentatively, legal has said that they do not believe we need a shareholder vote because we're treating all the shareholders the same. Everyone, if you want a share of NILE, you're getting your pro rata share of what that distribution will be. And keep in mind, people have been asking me about the increase in the share authorization. I think one of the things that Will and I are sensitive about and Ken is we want to be able to say that if NILE has an objective to raise more capital, and I'm not suggesting right now what they're doing, but if NILE wants to raise more capital, it can always go to its shareholders and say, "Hey, do you want to be in a rights offering?" I know we don't want to use an ATM going forward. I know we reserve the right to do that, but it's not our intention to use an ATM going forward when those new shares are authorized. And there's no assurance that they will be authorized, by the way. Shareholders have to vote on it. But I would say to you that we want to use that strategically in conjunction with the distribution of these other assets. It says here, for Gresham specifically at one point, a secondary offer was mentioned. Is there still a case? I'm not aware of what Gresham plans to do yet when it uplist to the NASDAQ. I know they intend to list on the NASDAQ. I know they have plans to list on the NASDAQ. Will, can you make a commentary about the long-term plans you think of Gresham? I know that's kind of in flux right now.

Like you just said, it's up to the management of Gresham, of GWW. Our intent is to dividend down our 6.9 million shares of common stock to shareholders and let JR and Tim run the company.

One of the questions from Barry is, do you plan on having Investor Relations strategy? I think that it's probably going to be important, given that for some reason, it's very confusing for everyone what we own and as company separate, they're going to have to have their own investor relations strategy, their own reach out to shareholders and making sure that people understand what they've gotten in those special dividends. In addition, the 4 companies comprising the split. Okay. So the question here is how do you value Alzamend, the Singing Machine, Adtech Pharma and the other potential companies we own inside the Ault Alliance portfolio and the lender? That's part of the problem. I don't think the market does value that. I mean, if you just look at the liquidation value of the company, I don't think it -- market values it at all. And that's why you can see to see me when I'm legally allowed to buy what I can buy, what I can afford. Will, I guess, we'll ask...

Some of the larger -- I'm sorry. So Todd, but I think the distinction is people are asking how we value the companies. And to be clear, what we see on our audited financial statements, and I don't care the audited financial statements of BitNile Holdings as a consolidated entity, if it's TurnOnGreen's consolidate -- or TurnOnGreen's audited financial statements that were filed in both the super 8-K and the S-1 that we just filed or if it's GIGA's audited financial statements. We record things at book value. I mean, that's what -- that's the only thing that you can do as a company. You don't go through and mark up your investments. So we don't look at these, a lot of these things on a day-to-day basis and say, how do we value this? Because candidly, it's not relevant from a company reporting its consolidated results. Now obviously, in our investments, we have to go ahead and value to them, but there you look towards market conditions. And again, that's broken for small-cap companies. Ken, go ahead. I'm sorry. I didn't mean to interrupt.

Yes. Yes. No, I was going to say the Alzamend is easy because it's -- we don't consolidate it, but we have a large position. And we're very transparent on what our position is. And they're traded on NASDAQ. I think they trade 1 million shares a day. So it's very easy to know what the value of our holdings is and all.

Except you're subject to the inefficiencies in the market, and they are there for small cap companies.

Right, right. But how do you value it? That one's easy. You go -- you look at [ ALZN ]...

You take out subjective and you make it real objective to the extent that you can.

And the same thing for Singing Machine Company. It's traded on the NASDAQ. So that was not difficult to value. Now Adtech and AVLP, some of these things are privately held, and it is a little bit harder for investors to get their arms around that. But big components are publicly traded. So it's helpful.

So some of the questions I got, I think I answered them. The ATM, we do not plan on using it at this time for future financings when it comes to the new authorized capital. What we have in place has been around for a long time. I don't know why people keep asking me about the ATM. It makes no sense to me why when we publish something we file it, why people keep asking about what's out there. It is what it is. We report it quarterly. That is what it is. In terms of the authorized new capital, the 750 million shares, that is just something we're putting in place for NILE's future use and what it's doing with Ault Alliance. That is separate from Gresham and TurnOnGreen. And that still has to be voted on, and we have no plans to file an ATM for those shares. If something changes, we'll let you know, but it won't make strategic sense. We've already raised a lot of money. All the future financing is strategic to the network, strategic to the breakup and really strategic to the marketplace. So I'm not going to get specific, but did you want to say something, Will? Okay. I'm sorry.

No.

I thought I heard you say so. We only have a few more minutes here, so I got to speed it up a little bit. So obviously, that's for the future growth of the marketplace. See here. We talked about the shared account determined. Yes, if you have an IRA, you should get the distribution of the warrants and the shares in your IRA. Let's see here, anything. NASDAQ listings for GIGA before distribution. I don't know their plans on how quickly they'll uplist. We really are going to let the companies become independent. And listen, there's always chances in the future down the road after GIGA, TurnOnGreen and Ault distributed that if you're a shareholder of Ault that there may be other opportunities in terms of rights offerings, distributions. That's one of the models of the holding company. Although what I would say is that the stuff inside Ault from a cash flow perspective, the lender, the mining, the data centers, the real estate, that's more of a traditional vehicle in terms of measuring it on cash flow, what's our EBITDA. And you'll see that because when you see the marketplace, we believe the marketplace's measurement is going to be based on the number of people that are members of the marketplace, the number of vendors that are added to it and the software performance and the usage, right? So we think it will be valued more as a traditional platform. We think TOG and its power electronics business, TurnOnGreen will be -- TurnOnGreen's power electronics business, and then they'll be valued more like a traditional EV business. And in Gresham, there's a whole myriad of public companies. I know that JR's in all kinds of businesses like looking at drone and opportunities in defense, what he's doing in that legacy business they have and all the connection they have with all those bigger defense companies, that's a whole roll-up in itself. And so I think Will and I and Ken have just come to the conclusion that you got to let these companies go and do what they want to do. And you can't really build a marketplace with all these other things in it. And you can't really build a holding company when you have these other businesses that want to grow and they're more hyper growth, and they're not part of the cash flow. And so I just think it makes logical sense for this to happen now. As Will said earlier, we definitely realize that -- we realize that small caps have been beaten up. I mean, you look at the valuations of other miners that were sort of stuck in that algorithm. These things have been decimated. Will, do you have any -- Ken, sorry, for you first, buddy. Do you have any parting comments for everybody about our plans going forward? I know you've been building a really excellent team with the hires you've been making around the financial side of the business. Do you have any thoughts on going forward what people should think about before we hang up?

No, it's -- I think we've covered it. And hopefully, people will pay attention to the filings. And we're glad that we've hit some key milestones on getting a couple of our subsidiaries public and getting these shares, at least finally to get the shares registered for TurnOnGreen.

Will, do you have any parting comments before we part company?

No, I think it's pretty well been covered. You've gone into great detail on all of the 4 entities that we plan on ultimately becoming.

So I have some parting comments, and I would say to you guys, listen, I've been at this a long time. What doesn't kill you makes you stronger. I'm not dead yet, we're not dead yet. And the fact that the price is down doesn't deter us from what our plans are. Our plans are to distribute TurnOnGreen, Gresham and Ault Alliance and build the marketplace. We've been at this a very long time, Will and I and Ken, the team, Henry, James, everybody on the team. We have a really excellent crew we put together over a long time. I think they're somewhat -- including the hotel, somewhere like 400 employees. I don't know the exact number. But we're very proud of what's happening, and we're going to set some of those guys free. I would encourage you as a shareholder to look at the press releases now going forward in the independent silos where they exist and ask yourself, what does that mean for that business? We're going to try to make that clear because there's going to be marketplace announcements. There's going to be Ault Alliance announcements. There's going to be announcements for TurnOnGreen and Gresham until they're separated, right? And this process is going to take some time. I'd pay extra close attention because if you're selling your shares down here, of course, that's your own decision, but I'd point out to you that there's $65 million of equity just in real estate. Now granted all that can go -- rates are going higher. You never know what can happen. I mean, the stock market go to 0. As I said earlier on my show the other day, you only die one time, right? So if you're predicting the end of the world, you're only going to be right once. We're not predicting it in the world. We think Bitcoin is here to stay. We think the marketplace and the partners we're developing in Indy, NASCAR other places like UFC, all the places that we're involved with that all do business to business, we're pretty excited about them and what's happening with the marketplace. We're really excited about lending and private equity. And of course, now there's a ton of opportunities again. And we've raised so much money over the years that it's going to be a capital allocation decision. I think Will and I and Henry and Ken and the team are going to be very deliberate in terms of where the capital goes and how this affects those 4 companies. Look for things coming out of Ault Alliance. Remember, we have a big investment. Well, I think it's a big opportunity in EV with unique UES. We have a big opportunity with Alzamend, with Adtech Pharma. Alzamend has a treatment in human beings in Phase IIa. The vaccine, they filed the IND. I mean, we're doing real stuff here, and I would encourage you to pay attention to this if you're a shareholder. If you're not, I understand. Thank you for being with us. Special thanks to Ken, David, Marcus, the entire team, Bret and Nick, Gary, everyone helping us, Roland, Henry, who's put up with me, our General Counsel, James, who probably puts up with me more than Henry now. Everybody, thank you for being here. Thanks for being a shareholder. Hopefully, we'll be -- pay attention to those press releases. We're going to try to silo those. Pay attention to what each company is doing. If you're a shareholder, take care, and have a good holiday, everyone. Take care.