{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-019206","form_type":"8-K","ticker":null,"cik":"0001437491","company_name":"RiskOn International, Inc.","filed_at":"2023-03-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:44.992362+00:00","generated_at":"2026-06-18T05:22:35.987525+00:00","sec_items":["1.01","2.01","3.02","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Ecoark acquires BitNile.com in preferred-stock deal; faces Nasdaq compliance issues","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-019206","json":"https://secwatch.observer/filing/0001213900-23-019206.json","markdown":"https://secwatch.observer/filing/0001213900-23-019206.md","text":"https://secwatch.observer/filing/0001213900-23-019206.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/ea174940-8k_ecoarkhold.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T05:22:35.987525+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2f806f73cf","claim":"Henry Nisser was appointed as Director at RiskOn International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4171cfaaf2","claim":"Henry Nisser was appointed as President and General Counsel at RiskOn International, Inc..","evidence_excerpt":"Mr. Nisser was also appointed as President and General Counsel of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and General Counsel"}],"fact_type":"executive_change"},{"claim_id":"d1d8749e447f23cd6ca7e86c6c11461b29c9f91d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-03-07"}],"fact_type":"governance_change"},{"claim_id":"c862690dfde859a3ff93def5ba73a2bf23d026b7","claim":"RiskOn International, Inc. completed an acquisition involving Ault Alliance, Inc. (closed 2023-03-06).","evidence_excerpt":"The parties closed on the Agreement with the amended terms which are summarized below on March 6, 2023 (the “Closing”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Ault Alliance, Inc."},{"label":"Closing","value":"2023-03-06"}],"fact_type":"ma_transaction"},{"claim_id":"4e962631e67dd76df0c99b48c1a599ac2cd3b8e6","claim":"RiskOn International, Inc. amended Amendment with Ault Alliance, Inc. (effective 2023-03-06).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Ault Alliance, Inc."},{"label":"Effective","value":"2023-03-06"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}