---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-006116"
form_type: "8-K"
ticker: null
cik: "0001437491"
company_name: "RiskOn International, Inc."
filed_at: "2023-04-28T23:59:59+00:00"
generated_at: "2026-06-16T06:22:03.567208+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# BitNile Metaverse raises $5.5M via senior secured convertible notes and warrants

## Summary
- Gross proceeds $5.5M from $6.875M face value of senior secured convertible notes maturing April 27, 2024.
- Notes convertible at $0.1091/share (floor $0.0168); investors also received 5-year warrants for ~63M shares at $0.1091.
- Notes secured by all company assets and subsidiaries, including BitNile.com; registration rights granted.
- Proceeds to fund marketing, subsidiary spinoffs, and general working capital.

## SEC filing metadata
- accession: 0001214659-23-006116
- form_type: 8-K
- cik: 0001437491
- company_name: RiskOn International, Inc.
- filed_at: 2023-04-28T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1437491/000121465923006116/0001214659-23-006116-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1437491/000121465923006116/bm4272328k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-006116
- JSON: https://secwatch.observer/filing/0001214659-23-006116.json
- Plain text: https://secwatch.observer/filing/0001214659-23-006116.txt

## Key facts
- Debt Financings
  RiskOn International, Inc. incurred senior notes of $6,875,000 with certain accredited investors at bear no interest (unless an event of default occurs) as they were issued with an maturing April 27, 2024.
  - Instrument: senior notes
  - Principal: $6,875,000
  - Counterparty: certain accredited investors
  - Rate: bear no interest (unless an event of default occurs) as they were issued with an
  - Maturity: April 27, 2024
  - Event: incurrence
  source text: The Notes have a principal face amount of $6,875,000 and bear no interest (unless an event of default occurs) as they were issued with an original issuance discount. The maturity date of the Notes is April 27, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923006116/0001214659-23-006116-index.htm
- Material Agreements
  RiskOn International, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $6,875,000 (effective 2023-04-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: $6,875,000
  - Effective: 2023-04-27
  source text: On April 27, 2023 (the “ Closing Date ”), BitNile Metaverse, Inc., a Nevada corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ SPA ”) with certain accredited investors (the “ Investors ”) providing for the issuance of (i) Senior Secured Convertible Notes (individually, a “ Note ” and collectively, the “ Notes ”) with an aggregate principal face amount of $6,875,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923006116/0001214659-23-006116-index.htm

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