8-K
filed March 10, 2023, 6:59 PM ET
CIK 0001437491
M&A
confidence high
sentiment negative
materiality 0.80
RiskOn International, Inc.: M&A transaction — Ecoark acquires BitNile.com in preferred-stock deal; faces Nasdaq compliance issues
RiskOn International, Inc.
- Closed acquisition of BitNile.com (metaverse developer) via issuance of Series B & C convertible preferred stock convertible at $0.25 per share.
- Amendment provides for negative working capital cure, $25M bonus pool for 3 Ault Alliance executives upon $100M revenue target.
- Appointed Henry Nisser as director, President & General Counsel; he is an Ault Alliance executive with potential $5M bonus.
- Nasdaq raised voting rights and shareholder approval violations; Company must seek approval, reverse stock split, and increase authorized shares to 1.4B.
- BitNile.com warrants exchanged for Ecoark warrants covering 4M shares with piggyback registration rights.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Henry Nisser was appointed as Director at RiskOn International, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
effective at the Closing the Company’s Board of Directors fixed the number of directors at five and appointed Henry Nisser as a director to fill the vacancy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Henry Nisser was appointed as President and General Counsel at RiskOn International, Inc..
- Action
- appointed
- Role
- President and General Counsel
Exact text from the filing
Mr. Nisser was also appointed as President and General Counsel of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RiskOn International, Inc.: Filed amendments to Certificates of Designation for Series B and Series C preferred stock to implement Voting Rights Formula and add beneficial ownership limitation to Series C (effective 2023-03-07).
- Change
- charter amendment
- Effective
- 2023-03-07
Exact text from the filing
the Company filed amendments to the Series B and C Certificates of Designation to give effect to the Voting Rights Formula, as well as to add a beneficial ownership limitation to the Series C.
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M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
RiskOn International, Inc. completed an acquisition involving Ault Alliance, Inc. (closed 2023-03-06).
- Action
- acquisition
- Counterparty
- Ault Alliance, Inc.
- Closing
- 2023-03-06
Exact text from the filing
The parties closed on the Agreement with the amended terms which are summarized below on March 6, 2023 (the “Closing”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
RiskOn International, Inc. amended Amendment with Ault Alliance, Inc. (effective 2023-03-06).
- Action
- amendment
- Agreement
- merger
- Counterparty
- Ault Alliance, Inc.
- Effective
- 2023-03-06
Exact text from the filing
On March 6, 2023, Ecoark Holdings, Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Share Exchange Agreement (the “Agreement”) dated as of February 8, 2023 by and among Ault Alliance, Inc. (“AAI”), the owner of approximately 86% of BitNile.com, Inc. (“BitNile.com”), providing for the acquisition of all of the outstanding shares of capital stock of BitNile.com
View on SEC.gov
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