---
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"
generated_at: "2026-06-18T05:22:35.987525+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Ecoark acquires BitNile.com in preferred-stock deal; faces Nasdaq compliance issues

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-23-019206
- form_type: 8-K
- cik: 0001437491
- company_name: RiskOn International, Inc.
- filed_at: 2023-03-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-019206
- JSON: https://secwatch.observer/filing/0001213900-23-019206.json
- Plain text: https://secwatch.observer/filing/0001213900-23-019206.txt

## Key facts
- Executive change
  Henry Nisser was appointed as Director at RiskOn International, Inc..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm
- Executive change
  Henry Nisser was appointed as President and General Counsel at RiskOn International, Inc..
  - Action: appointed
  - Role: President and General Counsel
  source text: Mr. Nisser was also appointed as President and General Counsel of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm
- M&A Transactions
  RiskOn International, Inc. completed an acquisition involving Ault Alliance, Inc. (closed 2023-03-06).
  - Action: acquisition
  - Counterparty: Ault Alliance, Inc.
  - Closing: 2023-03-06
  source text: The parties closed on the Agreement with the amended terms which are summarized below on March 6, 2023 (the “Closing”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1437491/000121390023019206/0001213900-23-019206-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.