White River Energy amends Series A preferred terms; RiskOn abandons original distribution plan

White River Energy Corp.

Series A preferred stock now convertible at any time, subject to 4.99% beneficial ownership limit (can increase to 9.99% on 61 days' notice).
Previous restriction required SEC registration statement effective before conversion; that condition removed.
RiskOn, holder of all 1,200 Series A shares, cannot complete original distribution of ~42.3M common shares to its shareholders due to regulatory issues.
RiskOn will instead send eligible holders an agreement to verify beneficial ownership as of Sep 30, 2022 and accredited investor status.
White River will file a Post-Effective Amendment to deregister the unsold shares from the registration statement.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

White River Energy Corp.: Filed Second Amended and Restated Certificate of Designation for Series A Convertible Preferred Stock, amending conversion terms to allow holder election at any time subject to 4.99% beneficial ownership limitation, replacing prior condition of SEC registration effectiveness and holder distribution (effective 2024-01-30).

Change: charter amendment
Effective: 2024-01-30

Exact text from the filing

filed a Second Amended and Restated Certificate of Designation of the Rights, Preferences and Limitations of the Series A with the Nevada Secretary of State (the “Amended Certificate”). The Amended Certificate amended certain of the terms of the Series A, including by providing for the conversion of the Series A at any time at the election of the applicable holder, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice by the holder.

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Source: SEC EDGAR

accession 0001493152-24-004485

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