--- schema_version: "secwatch.filing_event.v1" accession: "0001214659-23-013543" form_type: "8-K" ticker: null cik: "0001437491" company_name: "RiskOn International, Inc." filed_at: "2023-10-17T23:59:59+00:00" generated_at: "2026-06-09T22:32:24.419320+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # BitNile shareholders approve 500M authorized shares and reverse split; Delaware reincorporation fails ## Summary - Authorized common shares increased from 3,333,333 to 500,000,000 (1,291,890 for, 229,120 against). - Reverse stock split approved with ratio from 1:10 to 1:100; board discretion to set exact ratio within one year. - Reincorporation from Nevada to Delaware rejected (376,780 for, 37,096 against; failed to pass). - Approval of additional share issuances under Series A Preferred, convertible notes/warrants, and equity line of credit. - Special meeting held Oct 16, 2023; all proposals detailed in proxy statement filed Sep 13, 2023. ## SEC filing metadata - accession: 0001214659-23-013543 - form_type: 8-K - cik: 0001437491 - company_name: RiskOn International, Inc. - filed_at: 2023-10-17T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 3.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/p10162338k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001214659-23-013543 - JSON: https://secwatch.observer/filing/0001214659-23-013543.json - Plain text: https://secwatch.observer/filing/0001214659-23-013543.txt ## Key facts - Governance Changes RiskOn International, Inc.: Increased authorized shares of common stock from 3,333,333 to 500,000,000 (effective 2023-10-16). - Change: charter amendment - Effective: 2023-10-16 source text: Effective October 16, 2023, the BitNile Metaverse, Inc. (the “ Company ”) amended its Articles of Incorporation by filing a Certificate of Amendment (the “ Certificate of Amendment ”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share (“ Common Stock ”), from 3,333,333 to 500,000,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders approved Approval of the amendment to the Company's Articles of Incorporation to increase the authorized shares of Common Stock from 3,333,333 to 500,000,000. at the 2023-10-16 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-16 source text: Proposal Two : Approval of the amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 3,333,333 to 500,000,000. For Against Abstain Broker Non-Votes 1,291,890 229,120 1,055 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders approved Approval for purposes of complying with Listing Rules 5635 and 5640 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock underlying the Company's Series A Preferred Stock, pursuant to the amendment dated May 8, 2023 to the Series A Certificate of D at the 2023-10-16 meeting. - Outcome: passed - Meeting: 2023-10-16 source text: Proposal Three : Approval for purposes of complying with Listing Rules 5635 and 5640 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock underlying the Company’s Series A Preferred Stock, pursuant to the amendment dated May 8, 2023 to the Series A Certificate of Designation dated November 28, 2022, without giving effect to any beneficial ownership limitations contained therein. For Against Abstain Broker Non-Votes 142,302 59,564 2,492 1,101,516 2 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders rejected Approval of the reincorporation of the Company from Nevada to Delaware at any time prior to October 15, 2024. at the 2023-10-16 meeting. - Outcome: failed - Meeting: 2023-10-16 source text: Proposal Six : Approval of the reincorporation of the Company from Nevada to Delaware at any time prior to October 15, 2024. For Against Abstain Broker Non-Votes 376,780 37,096 6,673 1,101,516 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders approved Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of Common Stock underlying the Company's Senior Secured Convertible Notes and Warrants issued pursuant to the Securities Purchase Agreement dated April 27, at the 2023-10-16 meeting. - Outcome: passed - Meeting: 2023-10-16 source text: Proposal Four : Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of Common Stock underlying the Company’s Senior Secured Convertible Notes and Warrants issued pursuant to the Securities Purchase Agreement dated April 27, 2023. For Against Abstain Broker Non-Votes 364,045 55,659 845 1,101,516 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders approved Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock under an Equity Line of Credit pursuant to a Purchase Agreement dated August 24, 2023. at the 2023-10-16 meeting. - Outcome: passed - Meeting: 2023-10-16 source text: Proposal Five : Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock under an Equity Line of Credit pursuant to a Purchase Agreement dated August 24, 2023. For Against Abstain Broker Non-Votes 366,175 53,500 874 1,101,516 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm - Shareholder Votes RiskOn International, Inc. shareholders approved Approval of the amendment to the Company's Articles of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15, 2024, with the exact ratio to be set at a whole number within this r at the 2023-10-16 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-10-16 source text: Proposal One : Approval of the amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15, 2024, with the exact ratio to be set at a whole number within this range as determined by the Company’s Board of Directors in its sole discretion. For Against Abstain Broker Non-Votes 1,304,671 215,456 1,938 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1437491/000121465923013543/0001214659-23-013543-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.