UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 4, 2023
| BitNile Metaverse, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 001-40701 | | 30-0680177 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 303 Pearl Parkway Suite 200, San Antonio, TX | | 78215 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 1-800-762-7293
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock | | BNMV | | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Item 1.01 Entry into a Material Definitive Agreement.
On April 4, 2023, BitNile Metaverse, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Ault Lending, LLC (“Ault”) and White River Energy Corp (“White River”) pursuant to which the Company agreed to advance to White River payments of up to $3.25 million (the “Amounts”), and White River agreed to accept the Amounts as payment of Ault’s $3.25 million payable to White River from Ault’s exercise of participation rights in oil and gas exploration and drilling ventures which White River granted Ault in connection with its acquisition of White River Holdings Corp. in July 2022. The parties agreed that the Amounts will be treated as a credit to the sums owed to White River, and the Company and Ault agreed that in lieu of repayment of the Amounts advanced to White River, Ault will permit the Company to redeem shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A”) held by Ault by dividing the Amounts by the stated value of such shares, or one share of Series A for each $10,833.33 advanced to White River. The redemption cannot occur until the previously announced spin-offs by the Company of shares of common stock of White River and Wolf Energy Services Inc. occur which would permit Ault to receive its full dividends thereunder. The transaction was approved by a majority of the directors of the Company, with Mr. May abstaining.
As of April 5, 2023, the Company has advanced White River $710,000 under this transaction.
A copy of the Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Exhibit Description |
| 10.1 | | Letter Agreement |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| April 6, 2023 | BitNile Metaverse, Inc. |
| | |
| | By: | /s/ Randy S. May |
| | | Randy S. May |
| | | Chief Executive Officer |
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