RiskOn International, Inc.: Nasdaq/NYSE listing notice — Nasdaq notifies BitNile Metaverse of voting rights rule violation; delisting risk if not cured by Aug 7

RiskOn International, Inc.

Nasdaq Staff determined that issuance of Series B and C Preferred Stock with ~92.4% voting power on as-converted basis violated Listing Rule 5640 (voting rights rule).
Preferred stock issued in acquisition of BitNile.com; Staff valued assets less than $100M stated value, causing disparate voting reduction for common shareholders.
Company must submit compliance plan by August 7, 2023; if plan accepted, extension up to 180 days; if not, delisting proceedings begin.
Non-compliance indicator will appear on Nasdaq's website and market data feeds starting five business days from June 21 letter.
No immediate impact on listing; common stock continues trading on Nasdaq Capital Market pending outcome.

item 3.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

RiskOn International, Inc. received a nasdaq deficiency notice notice regarding other (rules 5640).

Exchange: nasdaq
Notice: deficiency notice
Rules: 5640

Exact text from the filing

June 21, 2023, BitNile Metaverse, Inc., a Nevada corporation (the “ Company ”) received a letter (the “ Letter ”) from the Listing Qualifications staff (the “ Staff ”) of the Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that the Staff has determined that the Company has violated Nasdaq’s voting rights rule set forth in Listing Rule 5640 (the “ Voting Rights Rule ”). The alleged violation of the Voting Rights Rule relates to the issuance of (i) 8,637.5 shares of newly designated Series B Convertible Preferred Stock of the Company (the “ Series B ”), and (ii) 1,362.5 shares of newl

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Source: SEC EDGAR

accession 0001214659-23-008871

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