Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2023 | Aug. 18, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BITNILE METAVERSE, INC. | |
Trading Symbol | BNMV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 2,359,306 | |
Amendment Flag | false | |
Entity Central Index Key | 0001437491 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40701 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 30-0680177 | |
Entity Address, Address Line One | 303 Pearl Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Antonio | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78215 | |
City Area Code | (800) | |
Local Phone Number | 762-7293 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,005 | $ 66,844 |
Accounts receivable | 3,900 | |
Investment - White River Energy Corp. (“WTRV”) | 9,224,785 | 9,224,785 |
Prepaid expenses and other current assets | 807,197 | 1,215,065 |
Current assets of discontinued operations held for sale | 1,384,224 | 1,297,801 |
TOTAL CURRENT ASSETS | 11,422,111 | 11,804,495 |
Property and equipment, net | 4,399,504 | 4,432,403 |
Intangible assets, net | 6,100,356 | 6,204,339 |
Right-of-use assets, operating leases | 307,913 | 339,304 |
Other noncurrent assets | 10,905 | 10,905 |
Non-current assets of discontinued operations/held for sale | 417,237 | 984,071 |
TOTAL ASSETS | 22,658,026 | 23,775,517 |
CURRENT LIABILITIES | ||
Accounts payable | 10,406,830 | 6,225,887 |
Dividends payable | 1,597,222 | |
Accrued liabilities | 1,351,251 | 1,643,494 |
Convertible note - derivative liability | 323,085 | |
Preferred stock and warrant derivative liabilities, net | 2,895,664 | 19,862,226 |
Current portion of long-term debt | 324,737 | 323,818 |
Advances - former parent of Bitnile.com, Inc. | 6,564,541 | 5,782,643 |
Current portion of convertible note payable | 241,096 | |
Current portion of lease liability - operating leases | 100,142 | 110,120 |
Current liabilities of discontinued operations/held for sale | 3,591,359 | 2,952,257 |
TOTAL CURRENT LIABILITIES | 27,395,927 | 36,900,445 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 215,150 | 235,856 |
Long-term debt net of current portion | 196,816 | 205,554 |
Non-current liabilities of discontinued operations/held for sale | 364,076 | 377,786 |
TOTAL LIABILITIES | 28,171,969 | 37,719,641 |
STOCKHOLDER’S DEFICIT: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized Series A Preferred stock, 882 shares issued and outstanding as of June 30 and March 31, 2023 | ||
Series B Preferred stock, 8,637.5 shares issued and outstanding as of June 30 and March 31, 2023 | ||
Series C Preferred stock, 1,362.5 shares issued and outstanding as of June 30 and March 31, 2023 | ||
Common Stock, $0.001 par value, 3,333,333 shares authorized, 2,359,306 and 1,383,832 shares issued and outstanding as of June 30, 2023 and March 31, 2023, respectively | 2,359 | 1,384 |
Additional paid-in capital | 202,031,061 | 199,062,577 |
Accumulated deficit | (202,731,837) | (208,677,438) |
Total stockholders’ deficit before non-controlling interest | (698,417) | (9,613,477) |
Non-controlling interest | (4,815,526) | (4,330,647) |
TOTAL STOCKHOLDERS’ DEFICIT | (5,513,943) | (13,944,124) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 22,658,026 | $ 23,775,517 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Mar. 31, 2023 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 3,333,333 | 3,333,333 |
Common stock, shares issued | 2,359,306 | 1,383,832 |
Common stock, shares outstanding | 2,359,306 | 1,383,832 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 882 | 882 |
Preferred stock, shares outstanding | 882 | 882 |
Series B Preferred Stock | ||
Preferred stock, shares issued | 8,637.5 | 8,637.5 |
Preferred stock, shares outstanding | 8,637.5 | 8,637.5 |
Series C Preferred Stock | ||
Preferred stock, shares issued | 1,362.5 | 1,362.5 |
Preferred stock, shares outstanding | 1,362.5 | 1,362.5 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Hospitality and VIP experience revenue | $ 45,150 | |
Cost of revenue | 86,300 | 93,862 |
Gross loss | (41,150) | (93,862) |
Operating expenses: | ||
Depreciation, amortization and impairment | 136,882 | 45,097 |
Bad debt | 53,415 | |
Selling, general and administration | 10,160,441 | 1,688,064 |
Salaries and professional consulting fees | 1,841,711 | 6,542,948 |
Total operating expenses | 12,192,449 | 8,276,109 |
Operating loss | (12,233,599) | (8,369,971) |
Other income (expense) | ||
Change in fair value of warrant derivative liabilities | 2,197,348 | (393,532) |
Change in fair value of preferred stock derivative liabilities | 17,893,969 | |
Change in fair value of convertible note derivative liability | 1,029,237 | |
Derivative expense | (182,077) | |
Amortization of original issue discount | (241,096) | |
Dividend expense | (1,597,222) | |
Interest expense, net of interest income | (262,535) | (36,828) |
Total other income (expense) | 18,837,624 | (430,360) |
Income (loss) from continuing operations before discontinued operations | 6,604,025 | (8,800,331) |
Discontinued operations | ||
Loss from discontinued operations | (1,143,303) | (2,635,818) |
Gain on disposal of discontinued operations | 711,505 | |
Total loss discontinued operations | (1,143,303) | (1,924,313) |
Net income (loss) | 5,460,722 | (10,724,644) |
Net loss attributable to non-controlling interest | 484,879 | 571,261 |
Net income (loss) to controlling interest | 5,945,601 | (10,153,383) |
Less preferred stock dividends | 43,151 | |
Net income (loss) to controlling interest of common shareholders | $ 5,945,601 | $ (10,196,534) |
Net income (loss) per share – basic (in Dollars per share) | ||
Net income (loss) continuing operations: (in Dollars per share) | 3.65 | (10) |
Net loss discontinued operations: (in Dollars per share) | (0.63) | (2.19) |
Net income (loss) per share (in Dollars per share) | $ 3.02 | $ (12.19) |
Weighted average common shares – basic (in Shares) | 1,807,020 | 879,632 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Net income (loss) per share – Diluted | ||
Weighted average common shares – diluted | 1,807,020 | 879,632 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Non-controlling interest | Treasury Stock | Total |
Balance at Mar. 31, 2022 | $ 879 | $ 183,271,546 | $ (158,868,204) | $ (599,058) | $ (1,670,575) | $ 22,134,588 |
Balance (in Shares) at Mar. 31, 2022 | 878,803 | |||||
Shares issued for commitment for preferred stock offering, net of expenses | $ 3 | 193,413 | 193,416 | |||
Shares issued for commitment for preferred stock offering, net of expenses (in Shares) | 3,429 | |||||
Shares issued by Agora Digital Holdings, Inc. for services rendered, net of amounts prepaid | 5,215,287 | 5,215,287 | ||||
Share-based compensation | 182,561 | 182,561 | ||||
Net income (loss) | (10,153,383) | (571,261) | (10,724,644) | |||
Preferred dividends | (43,151) | (43,151) | ||||
Balance at Jun. 30, 2022 | $ 882 | 188,862,807 | (169,064,738) | (1,170,319) | (1,670,575) | 16,958,057 |
Balance (in Shares) at Jun. 30, 2022 | 882,232 | |||||
Balance at Mar. 31, 2022 | $ 879 | 183,271,546 | (158,868,204) | (599,058) | $ (1,670,575) | 22,134,588 |
Balance (in Shares) at Mar. 31, 2022 | 878,803 | |||||
Balance at Mar. 31, 2023 | $ 1,384 | 199,062,577 | (208,677,438) | (4,330,647) | (13,944,124) | |
Balance (in Shares) at Mar. 31, 2023 | 1,383,832 | |||||
Shares issued for cash under ATM, net of fees | $ 935 | 1,779,505 | 1,780,440 | |||
Shares issued for cash under ATM, net of fees (in Shares) | 935,452 | |||||
Shares issued for preferred stock dividends | $ 40 | 300,118 | 300,158 | |||
Shares issued for preferred stock dividends (in Shares) | 40,022 | |||||
Shares issued by Agora Digital Holdings, Inc. for services rendered, net of amounts prepaid | 630,206 | 630,206 | ||||
Share-based compensation | 258,655 | 258,655 | ||||
Net income (loss) | 5,945,601 | (484,879) | 5,460,722 | |||
Balance at Jun. 30, 2023 | $ 2,359 | $ 202,031,061 | $ (202,731,837) | $ (4,815,526) | $ (5,513,943) | |
Balance (in Shares) at Jun. 30, 2023 | 2,359,306 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $ 5,460,722 | $ (10,724,644) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in non-controlling interest | (484,879) | (571,261) |
Amortization of discount | 241,096 | |
Depreciation, amortization, impairment, depletion, and accretion | 136,882 | 35,975 |
Impairment - digital assets | 9,122 | |
Legal costs for ATM facility | 110,000 | |
Share-based compensation | 258,655 | 182,561 |
Change in fair value of warrant derivative liabilities | (2,197,348) | 393,532 |
Change in fair value of preferred stock derivative liabilities | (17,893,969) | |
Change in fair value of convertible note derivative liability | (1,029,237) | |
Derivative (income) expense | 182,077 | |
Shares issued for preferred dividend | 300,158 | |
Common stock issued for services - Agora Digital Holdings, Inc. | 630,206 | 5,215,287 |
Commitment fees on long-term debt | 17,681 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (3,900) | |
Prepaid expenses | 407,868 | 490,491 |
Accrued interest receivable | (8,385) | |
Dividends payable | 1,597,222 | |
Amortization of right of use asset - operating leases | 31,391 | 29,914 |
Accounts payable | 4,180,943 | 144,528 |
Accrued expenses | 192,636 | 1,006,473 |
Operating lease liability | (30,684) | (28,541) |
Total adjustments | (13,370,883) | 6,917,377 |
Net cash used in operating activities of continued operations | (7,910,161) | (3,807,267) |
Net cash provided by (used in) discontinued operations | 1,105,803 | (4,706,432) |
Net cash used in operating activities | (6,804,358) | (8,513,699) |
Cash flows from investing activities: | ||
Discontinued operations | 5,083,299 | |
Cash provided by investing activities | 5,083,299 | |
Cash flows from financing activities: | ||
Proceeds from former parent of Bitnile.com, Inc. | 781,898 | |
Redemption of preferred stock | (1,205,000) | |
Proceeds from note - related party | 616,000 | |
Payments on note - related party | (616,000) | |
Payments of long-term debt | (7,819) | (588,769) |
Proceeds from long-term debt | 487,500 | |
Proceeds from the sale of common stock under ATM, net | 1,780,440 | |
Proceeds from convertible note | 5,390,000 | |
Proceeds from the exercise of warrants into common stock | 12,000,000 | |
Net cash provided by financing activities of continuing operations | 6,739,519 | 11,898,731 |
Net cash used in financing activities of discontinued operations | (291,141) | |
Net cash provided by financing activities | 6,739,519 | 11,607,590 |
Net (decrease) increase in cash and cash equivalents | (64,839) | 8,177,190 |
Cash at beginning of period | 66,844 | 85,073 |
Cash at end of period | 2,005 | 8,262,263 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for interest expense | 11,173 | 1,602 |
SUMMARY OF NON-CASH ACTIVITIES | ||
Issuance costs on mezzanine equity | 193,416 | |
Reclassification of convertible notes and warrants to derivative liability | $ 5,682,077 |
Description of Business
Description of Business | 3 Months Ended |
Jun. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overview On March 15, 2023, Ecoark Holdings Inc. changed its name to BitNile Metaverse Inc. (“BitNile Metaverse” or the “Company”). The Company is a holding company, incorporated in the State of Nevada on November 19, 2007. On February 8, 2023, the Company entered into a Share Exchange Agreement (the “SEA”) by and among Ault Alliance, Inc. (“AAI”), the former owner of 100% of BitNile.com, Inc. (“BNC”), a significant shareholder of the Company, and the minority stockholders of BNC (the “Minority Shareholders”). BNC was transferred to the Company upon the closing of the SEA. The SEA provides that, subject to the terms and conditions set forth therein, the Company will acquire all of the outstanding shares of capital stock of BNC as well as the common stock of Earnity, Inc. beneficially owned by BNC (which represents approximately 19.9% of the outstanding common stock of Earnity, Inc. as of the date of the SEA), in exchange for the following: (i) 8,637.5 shares of newly designated Series B Convertible Preferred Stock of the Company to be issued to AAI (the “Series B”), and (ii) 1,362.5 shares of newly designated Series C Convertible Preferred Stock of the Company to be issued to the Minority Shareholders (the “Series C,” and together with the Series B, the “Preferred Stock”). The Series B and the Series C, the terms of which are summarized in more detail below, each have a stated value of $10,000 per share (the “Stated Value”), for a combined stated value of $100,000,000, and subject to adjustment are convertible into a total of up to 13,333,333 shares of the Company’s common stock, which represent approximately 92.4% of the Company outstanding common stock on a fully diluted basis. The Company has independently valued the Preferred Stock as of the date of acquisition. The combined value of the Preferred Stock issued to AAI was $53,913,000 using a blended fair value of the discounted cash flow method and option pricing method. See Note 5 for the details on the asset purchase as BNC did not meet the accounting definition of a business and Note 17 for details on the Series B and C Preferred Stock. Through June 30, 2023, the Company’s former wholly owned subsidiaries with the exception of Agora Digital Holdings, Inc., a Nevada corporation (“Agora”) and Zest Labs, Inc. (“Zest Labs”) have been treated for accounting purposes as divested. Please refer to our Annual Report for the year ended March 31, 2023 (“2023 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on July 14, 2023 for details on all of our prior subsidiaries that were divested in the year ended March 31, 2023 and an overview of the business conducted in those subsidiaries. This quarterly report on Form 10-Q (the “Report”) includes only those subsidiaries as of June 30, 2023. The comparative financial statements for the three months ended June 30, 2022 reflect the operations of those subsidiaries that were sold during the year ended March 31, 2023 as discontinued operations in the condensed consolidated statements of operations and as assets and liabilities of discontinued operations on the condensed consolidated balance sheets. The BitNile.com metaverse (the “Metaverse”) represents a significant development in the online metaverse landscape, offering immersive, interconnected digital experiences that are inclusive, engaging, and dynamic. By integrating various elements such as virtual markets, real world goods marketplaces and VIP experiences, gaming, social activities, sweepstakes, gambling, and more, the Company aims to revolutionize the way people interact online. The Company’s growing virtual world, BitNile.com (the “Platform”) is accessible via any device using any web browser, without requiring permissions, downloads, or apps, and the Platform can be enjoyed without the need for bulky and costly virtual reality headsets. Our games operate on a free-to-play model, whereby game players may collect coins free of charge through the passage of time and if a game player wishes to obtain coins above and beyond the level of free coins available to that player, the player may purchase additional coin packages (“Freemium” gaming model). Once obtained, Nile Tokens (“NT”) and Nile Coins (“NC”), (either free or purchased) cannot be redeemed for cash nor exchanged for anything outside of the Metaverse. When coins are used and played in the games, the game player could “win” and would be awarded additional coins or could “lose” and lose the future use of those coins. We have concluded that the coins represent both consumable goods and durables, because 1) the game player does not receive any additional benefit from the game and is not entitled to any additional rights once the coins are consumed and 2) because once coins are used for the purchase of durable goods, those goods will continue to benefit the player throughout their gaming life cycle. In December 2022, Agora entered into a Master Services Agreement (“MSA”) with Sentinum, Inc. (formerly, BitNile, Inc.), a Nevada corporation and wholly owned subsidiary of AAI (“Sentinum”), governing the relationship between the parties and the services provided by Agora to the Company, which include providing the Company with digital asset mining hosting services in exchange for a monthly fee to be set out in applicable service orders. The terms of that MSA have not been met due to lack of capital by the Company to bring its 12MW of hosting power online. The Company holds no cryptocurrency and is not an owner of any digital wallets containing currencies other than fiat currency. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Jun. 30, 2023 | |
Liquidity and Going Concern [Abstract] | |
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN For the three months ended June 30, 2023 and 2022, the Company had a net income (loss) to controlling interest of common stockholders of $5,945,601 and $(10,196,534), respectively, had negative working capital of $(15,973,816) and $(25,095,950) as of June 30, 2023 and March 31, 2023, respectively, and had an accumulated deficit as of June 30, 2023 of $(202,731,837). As of June 30, 2023, the Company had $2,005 in cash and cash equivalents. The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company sold its interests in Banner Midstream in two separate transactions on July 25, 2022 and September 7, 2022. In addition, it sold the non-core business of Trend Discovery on June 17, 2022. The Company expects to distribute the common stock it received (or issuable upon conversion of preferred stock) in the sales to its stockholders upon the effective registration statements for the two entities the companies were sold to. See Note 17, “Preferred Stock” for information on the Company’s recent $12 million convertible preferred stock financing. That financing has restrictive covenants that require approval of the investor for the Company to engage in any equity or debt financing. The Company believes that the current cash on hand is not sufficient to conduct planned operations for one year from the issuance of the condensed consolidated financial statements, and it needs to raise capital to support its operations, raising substantial doubt about its ability to continue as a going concern. The accompanying financial statements for the period ended June 30, 2023 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes continued revenue streams and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be required to delay, reduce or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. The Company raised approximately $3,500,000 in an At-the-Market capital raise during the fourth fiscal quarter of the year ended March 31, 2023 and the three months ended June 30, 2023. In addition, on April 27, 2023, the Company sold $6.875 million of principal face amount senior secured convertible notes with an original issue discount to sophisticated investors for gross proceeds to the Company of $5.5 million. The notes mature on April 27, 2024 and are secured by all of the assets of the Company and certain of its subsidiaries, including BNC. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 . Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023. The consolidated balance sheet as of March 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report. Results of the three months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year ending March 31, 2024. Reclassifications The Company has reclassified certain amounts in the June 30, 2022 condensed consolidated financial statements to be consistent with the June 30, 2023 presentation, including the reclassification of our prior subsidiaries that were sold as discontinued operations. These changes had no impact on the Company’s financial position or result of operations for the periods presented. Noncontrolling Interests In accordance with Accounting Standards Codification (“ASC”) 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, Significant Accounting Policies Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2023 Annual Report. Gaming Revenue Gaming revenue will be recognized from the Metaverse website primarily through the sale of tokens or coins that provide the end user with interactive entertainment (game play) and durable goods principally for the PC and mobile platforms. The Company primarily offers the following: 1. Metaverse access – Provide access to main game content. 2. Sale of NTs – NT’s can be used for additional digital game play only 3. Sale of NCs –NC’s can be used to participate in games of skill, buy durable goods, etc. all within the digital platform 4. SweepCoins (“SC”) – Users can use SC to enter sweepstakes type games with a potential to win both digital goods and real world cash and prizes. While the revenue received from the sale of NT and NC’s (collectively the “coins”) is currently nominal, we believe that our operation of the BitNile.com website could be a scalable source of revenue in the future. Additionally, we expect the website will be a mechanism to help increase our brand reputation and recognition by participants, which we believe will result in the acquisition and monetization of new users to the site. During the three month periods ended June 30, 2023 and 2022 we recognized no revenues from Metaverse coin sales. Hospitality and VIP Services Revenue Hospitality revenue currently consists of revenue from services provided to groups at certain social functions and sporting events. We also sell real world VIP experiences and one-of-a-kind products. Hospitality and VIP service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate, determined based on common industry prices, for the services we provide. The Company recognizes revenue when performance obligations to provide food and services are satisfied at the point in time when the food and services are received by the customer, which is when the event is held and services are complete. The Company recognizes revenue on a gross basis due to the fact that we have control over the food and services and the ability to direct the offerings to multiple end consumers while also ultimately determining the relative pricing offered for the services. For certain events we also use certain subcontractors that we select and hire to help transfer services to the end customer. We have evaluated our agreements with our food and service subcontractors and based on the preceding, we determined that the Company is the principal in such arrangements and the third-party food and service suppliers are the agent in accordance with ASC 606 Revenue from Contracts with Customers Concentrations The Company occasionally maintains cash balances in excess of the Federal Deposit Insurance Corporation insured limit. The Company does not consider this risk to be material. Segment Reporting As of June 30, 2023 Agora has not been able to secure additional funding to be able to provide services and infrastructure to Sentinum as the MSA previously entered into contemplated. As Agora has not engaged in any business activities, it is uncertain if financing will be obtained in order to build out the hosting facility to be able to engage in business activities and there are no operations for management to evaluate Agora as an operating segment, the Company does not segregate its operations as most of the continuing operations relate to BNC. Net Income (Loss) Per Share Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. During the three months ended the Company reported net income which was the result of the change in fair value of the derivative liabilities. Removing the mark to market impact leads to a net loss which is anti-dilutive in nature. Therefore, there will be no dilutive impact resulting from the change in the fair value of the derivative liabilities since all dilutive instruments are out of the money. Recently Issued Accounting Standards The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS As discussed in Note 1 and in our 2023 Annual Report, during the year ended March 31, 2023, we sold all of our subsidiaries other than Agora and Zest Labs. Our loss from discontinued operations includes Banner Midstream Corp and Trend Discovery for the three months ended June 30, 2022 which was sold in two separate transactions on July 25, 2022 and September 7, 2022. In addition on June 17, 2022, Agora sold all of its non-Bitcoin operations to a third party. We reflect the assets and liabilities of Wolf Energy Services, Inc. as discontinued operations as we have a 66% voting interest in this company that will be part of our dividend to the shareholders upon the effective S-1 registration it has filed with the SEC. Current assets as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 1,384,224 $ 1,297,801 $ 1,384,224 $ 1,297,801 Non-current assets as of June 30, 2023 and March 31, 2023 – Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 417,237 $ 984,071 $ 417,237 $ 984,071 Current liabilities as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 3,591,359 $ 2,952,257 $ 3,591,259 $ 2,952,257 Non-current liabilities as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 364,076 $ 377,786 $ 364,076 $ 377,786 The Company reclassified the following operations to discontinued operations for the three months ended June 30, 2023 and 2022, respectively. 2023 2022 Revenue $ - $ 7,034,839 Operating expenses - 9,271,487 Wolf Energy Services, Inc. – net loss (1,143,303 ) - Other loss - 399,170 Net loss from discontinued operations $ (1,143,303 ) $ (2,635,818 ) The following represents the calculation of the gain on disposal of Trend Discovery at June 17, 2022: Secured note receivable $ 4,250,000 Cash (27,657 ) Accounts receivable (222,400 ) Prepaid expenses (99,566 ) Goodwill (3,222,799 ) Other assets (284 ) Accounts payable and accrued expenses 34,211 Gain on disposal of discontinued operations $ 711,505 |
Asset Purchase
Asset Purchase | 3 Months Ended |
Jun. 30, 2023 | |
Asset Purchase [Abstract] | |
ASSET PURCHASE | 5. ASSET PURCHASE On March 7, 2023, the Company acquired BNC from AAI. The Company accounted for this acquisition as an asset purchase as BNC did not meet the definition of a business as discussed in ASC 805 and ASU 2017-01. The Company acquired the assets and liabilities of BNC noted below at fair value. Prepaid expenses $ 620,616 Property and equipment 330,190 Intangible assets 6,239,000 Accounts payable and accrued expenses (3,186,513 ) Due to BitNile.com former parent (4,404,350 ) Notes payable (170,222 ) $ (571,279 ) The consideration paid for the acquisition of BNC was as follows (see Note 17): Series B and Series C Preferred Stock $ 53,913,000 Total consideration $ 53,913,000 The Acquisition has been accounted for as a purchase of assets. The Company recognized a loss on the acquisition of $54,484,279 as a result of this acquisition in the condensed consolidated Statements of operations on March 7, 2023. |
Revenue
Revenue | 3 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
REVENUE | 6. REVENUE The Company recognizes revenue when it transfers promised services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those services. For the three months ended June 30, 2023 the Company recognized $45,150 of revenue from hospitality and VIP experience services. As part of each social function or event, there is the option to request catering services for an additional charge. The hospitality and VIP services revenues were $45,150 and $0, respectively, for the three months ended June 30, 2023 and 2022. We had related party hospitality service sales of $41,250 and $0 for the three month period ended June 30, 2023 and 2022, respectively. |
Senior Secured Promissory Note
Senior Secured Promissory Note Receivable | 3 Months Ended |
Jun. 30, 2023 | |
Senior Secured Promissory Note Receivable [Abstract] | |
SENIOR SECURED PROMISSORY NOTE RECEIVABLE | 7. SENIOR SECURED PROMISSORY NOTE RECEIVABLE Agora was issued a Senior Secured Promissory Note by Trend Ventures, LP (“Trend Ventures Note”) on June 16, 2022. The Trend Ventures Note was the consideration paid to Agora for the acquisition of Trend Discovery Holdings. The Trend Ventures Note is in the principal amount of $4,250,000, bears interest at the rate of 5% per annum, and was to mature June 16, 2025. Under Trend Ventures Note, Trend Ventures, LP has agreed to make interest-only payments, in arrears on a monthly basis commencing on June 30, 2022 and continuing thereafter until June 16, 2023. Beginning on June 30, 2023, Trend Ventures, LP agreed to make 24 consecutive equal monthly payments of principal each in an amount which would fully amortize the principal, plus accrued interest. All principal and any unpaid accrued interest will be due and payable on or before the maturity date. The Trend Ventures Note will be granted a first lien senior secured interest as set forth in the Security Agreement executed on the same date as the Trend Ventures Note, by and among Trend Ventures, LP, its future subsidiaries (each a guarantor) and Agora dated as of June 16, 2022. Trend has not made any interest payments on the Trend Ventures Note. On May 15, 2023, Agora and Trend Ventures, LP entered into a First Amendment of Senior Secured Promissory Note (“First Amendment”), to amend the $4,250,000 senior secured promissory note entered into June 16, 2022. The First Amendment amended the following clauses of the original note: (a) the principal amount was amended from $4,250,000 to $4,443,870, which includes all of the accrued interest through May 15, 2023; (b) the maturity date was amended from June 16, 2025 to May 15, 2025; and (c) the interest rate shall remain at 5%, and any additional accrued interest under the Default Rate shall be mutually waived by both parties. No payments on either principal or interest shall be due until the new maturity date. As of June 30, 2023, the Company has established a full reserve for the principal and accrued interest receivable. |
Investment - Series A Convertib
Investment - Series A Convertible Preferred Stock - WTRV | 3 Months Ended |
Jun. 30, 2023 | |
Investment – Series A Convertible Preferred Stock – White River Energy Corp [Abstract] | |
INVESTMENT - SERIES A CONVERTIBLE PREFERRED STOCK - WTRV | 8. INVESTMENT – SERIES A CONVERTIBLE PREFERRED STOCK – WTRV On July 25, 2022, the Company entered into a Share Exchange Agreement pursuant to which that day it sold to WTRV its oil and gas production business which is part of the Commodities segment. The Company received 1,200 shares of WTRV’s Series A Convertible Preferred Stock, which becomes convertible into 42,253,521 shares of WTRV common stock upon such time as (A) WTRV has filed a Form S-1 with the SEC and such Form S-1 has been declared effective, or is no longer subject to comments from the Staff of the SEC, and (B) the Company elects to distribute shares of its common stock to its stockholders. Based on the lower of cost or market, the value of the investment was determined to be $30,000,000. As of June 30, 2023, WTRV has not had its registration statement declared effective. The Company engaged an independent valuation consultant who has determined there is a $20,775,215 loss on this investment and the Company has subsequently marked the investment down to $9,224,785 as of March 31, 2023 and has reflected this in the consolidated statement of operations for the year ended March 31, 2023 based on various approaches and methods of valuation including the market approach and the precedent transaction method. There has been no further write down of this investment as of June 30, 2023. As of June 30, 2023, the Company has determined that it is not the primary beneficiary, and this transaction has not resulted in the Company controlling WTRV as the preferred shares are unable to be converted until the effectiveness of the registration statement being filed for WTRV, does not have the power to direct activities of WTRV, control the Board of Directors of WTRV and WTRV is not reliant upon funding by the Company moving forward; therefore the Company concluded that WTRV is not a variable interest entity, or VIE, as of June 30, 2023. |
Investment - Common Stock - Wol
Investment - Common Stock - Wolf Energy Services, Inc. | 3 Months Ended |
Jun. 30, 2023 | |
Investment of Common Stock [Abstract] | |
INVESTMENT - COMMON STOCK - WOLF ENERGY SERVICES, INC. | 9. INVESTMENT – COMMON STOCK – WOLF ENERGY SERVICES, INC. On August 23, 2022 the Company entered into a Share Exchange Agreement (the “Agreement”) with Wolf Energy and Banner Midstream. Pursuant to the Agreement, upon the terms and subject to the conditions set forth therein, the Company acquired 51,987,832 shares of Wolf Energy common stock in exchange for all of the capital stock of Banner Midstream owned by the Company, which represents 100% of the issued and outstanding shares (the “Exchange”). Following the closing of the Agreement which occurred on September 7, 2022, Banner Midstream continues as a wholly owned subsidiary of Wolf Energy. Based on the lower of cost or market, the value of the investment was determined to be $5,328,753. On September 7, 2022, the Exchange was completed, and Banner Midstream became a wholly owned subsidiary of Wolf Energy. The Company has determined that as of June 30, 2023, there is no loss on this investment. The Company has determined that this transaction has resulted in the Company having a controlling interest in Wolf Energy as the common stock issued represents approximately 66% of the voting common stock of Wolf Energy common stock outstanding at June 30, 2023 and March 31, 2023. Since the Company will be distributing to its stockholders a stock dividend to all common and preferred stockholders with a stock dividend date of September 30, 2022, the Company has reflected Wolf Energy, in discontinued operations as the Company intends to hold no shares and thus no voting interest upon the effectiveness of a registration statement for Wolf Energy, and the investment has been eliminated in the consolidation. |
Investment _ Earnity, Inc.
Investment – Earnity, Inc. | 3 Months Ended |
Jun. 30, 2023 | |
Investment -Earnity, Inc. [Abstract] | |
INVESTMENT – EARNITY, INC. | 10. INVESTMENT – EARNITY, INC. As part of the acquisition of BitNile.com, the Company acquired BNC’s 19.9% ownership in Earnity, Inc., a company that aimed to democratize access to the broadest array of cryptocurrency assets in a secure, educational, and community-oriented platform to global customers. In the purchase of BNC, the Company allocated no value to this investment. Additionally, subsequent to the acquisition of the Company’s acquisition of BNC, Earnity, Inc. has permanently ceased operations. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Jun. 30, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 11. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Zest Labs freshness hardware, equipment and computer costs $ 2,915,333 $ 2,915,333 Land 125,000 125,000 Furniture 40,074 40,074 Auto – BNC 220,786 220,786 Equipment – BNC 109,404 109,404 Mining technology equipment– Bitcoin 5,639,868 5,639,868 Auto – Bitcoin 91,132 91,132 Total property and equipment 9,141,597 9,141,597 Accumulated depreciation and impairment (4,742,093 ) (4,709,194 ) Property and equipment, net $ 4,399,504 $ 4,432,403 As of June 30, 2023, the Company performed an evaluation of the recoverability of these long-lived assets. There has been no impairment for the three months ended June 30, 2023 and 2022. Depreciation expense for the three months ended June 30, 2023 and 2022 was $32,899 and $35,975, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 12. INTANGIBLE ASSETS Intangible assets consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Trademarks $ 5,097,000 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (113,268 ) (28,317 ) Accumulated amortization - developed technology (25,376 ) (6,344 ) Intangible assets, net $ 6,100,356 $ 6,204,339 On March 7, 2023, the Company acquired trademarks and developed technology in the acquisition of BNC. These intangible assets were valued by an independent valuation consultant utilizing various methods including the discounted cash flow and option-pricing methods, and the estimated remaining useful life of these assets was estimated to be fifteen years. Amortization expense for the three months ended June 30, 2023 and 2022 was $103,983 and $0, respectively. Amortization expense for the next five years and in the aggregate is as follows: 2024 $ 415,933 2025 415,933 2026 415,933 2027 415,933 2028 415,933 Thereafter 4,020,691 $ 6,100,356 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | 13. ACCRUED EXPENSES Accrued expenses consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Professional fees and consulting costs $ 788,230 $ 703,869 Vacation and paid time off 120,375 77,919 Legal fees 48,019 171,481 Sponsorship 200,000 500,000 Compensation 60,343 60,343 Interest 70,429 61,722 Other 63,855 68,160 Total $ 1,351,251 $ 1,643,494 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 3 Months Ended |
Jun. 30, 2023 | |
Warrant Derivative Liabilities [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | 14. WARRANT DERIVATIVE LIABILITIES The Company identified embedded features in some of the warrant agreements which were classified as a liability. These embedded features included (a) the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity; (b) the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction; and (c) certain price protections in the agreements. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as a liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. We have only included descriptions of warrants that are still outstanding as of June 30, 2023. On August 6, 2021, the Company closed a $20,000,000 registered direct offering. The Company sold 115,942 shares of common stock and 115,942 warrants at $172.50 per share. The warrants are exercisable through April 8, 2025. The Company also issued the placement agent 8,116 warrants exercisable at $215,625 per share. Further information on the offering and compensation to the placement agent is contained in the prospectus supplement dated August 4, 2021. The fair value of the investor warrants was estimated to be $11,201,869 at inception and $123 as of June 30, 2023. The fair value of the placement agent warrants was estimated to be $744,530 at inception and $6 as of June 30, 2023. On April 27, 2023, the Company closed a $6,875,000 senior secured convertible promissory note and with the senior secured convertible note, the Company granted the noteholders 2,728,175 warrants that expire five years from the issuance date and have a strike price of $3.28. The warrants contain a rachet provision which the Company has determined meets the criteria for accounting treatment as a derivative liability. The Company recorded a discount on the convertible note of $4,329,755 which represents the derivative liability at inception of the warrants. The fair value of the warrants was estimated to be $2,138,542 as of June 30, 2023. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2023 and March 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on June 30, 2023 and March 31, 2023 and at inception: Three Months Ended Year Ended Inception Expected term 1 – 5 years 0.25 – 1.85 years 5.00 years Expected volatility 110 – 113% 107 – 110% 91% – 107% Expected dividend yield - - - Risk-free interest rate 3.48 – 3.81% 2.98 – 3.88% 1.50% – 2.77% Market price $0.99 – $4.50 $5.40 – $39.00 The Company’s remaining derivative liabilities as of June 30, 2023 and March 31, 2023 associated with warrant offerings were as follows. June 30, March 31, Fair value of 115,942 August 6, 2021 warrants $ 123 $ 5,974 Fair value of 8,116 August 6, 2021 warrants 6 290 Fair value of 2,728,175 April 27, 2023 warrants 2,138,542 - $ 2,138,671 $ 6,264 During the three months ended June 30, 2023 and 2022 the Company recognized changes in the fair value of the derivative liabilities of $2,197,348 and $(393,532), respectively. Activity related to the warrant derivative liabilities for the three months ended June 30, 2023 was as follows: Beginning balance as of March 31, 2023 $ 6,264 Issuances of warrants – derivative liabilities 4,329,755 Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (2,197,348 ) Ending balance as of June 30, 2023 $ 2,138,671 Activity related to the warrant derivative liabilities for the three months ended June 30, 2022 was as follows: Beginning balance as of March 31, 2022 $ 4,318,630 Issuances of warrants – derivative liabilities - Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (393,532 ) Ending balance as of June 30, 2022 $ 3,925,098 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | 15. LONG-TERM DEBT Long-term debt included in continuing operations consisted of the following as of June 30, 2023 and March 31, 2023. All debt instruments repaid during the year ended March 31, 2023 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. June 30, March 31, Credit facility -Trend Discovery SPV 1, LLC (a) $ 291,036 $ 291,036 Auto loan – Ford (b) 65,111 68,114 Auto loan – Cadillac (c) 165,406 170,222 Total long-term debt 521,553 529,372 Less: current portion (324,737 ) (323,818 ) Long-term debt, net of current portion $ 196,816 $ 205,554 (a) On December 28, 2018, the Company entered into a $10,000,000 credit facility that includes a loan and security agreement where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $570,000 being deposited directly into the Company. Interest incurred for the three months ended June 30, 2023 was $8,707 and accrued as of June 30, 2023 was $70,429. With the sale of Trend Holdings, we can no longer access this line of credit. (b) On February 16, 2022, the Company entered into a long-term secured note payable for $80,324 for a service truck maturing February 13, 2028. The note is secured by the collateral purchased and accrues interest annually at 5.79% with principal and interest payments due monthly. There is no accrued interest as of June 30, 2023. (c) On March 6, 2023 in the acquisition of BNC, the Company assumed an auto loan for a Cadillac in the amount of $170,222. The loan bears interest at 14.18% and matures December 2028. The following is a list of maturities as of June 30: 2024 $ 324,737 2025 37,719 2026 42,277 2027 47,464 2028 48,349 Thereafter 21,007 $ 521,553 Interest expense on long-term debt during the three months ended June 30, 2023 and 2022 were $15,793 and $11,754, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 16. NOTES PAYABLE Related Parties AAI advanced the Company $781,898 during the three months ended June 30, 2023. The advances were used for working capital purposes, were unsecured, interest-free and had no fixed terms of repayment as of June 30, 2023. Convertible Notes On April 27, 2023, the Company sold $6.875 million of principal face amount senior secured convertible notes with an original issue discount to sophisticated investors for gross proceeds to the Company of $5.5 million. The notes mature on April 27, 2024 and are secured by all of the assets of the Company and certain of its subsidiaries, including BNC. There is no interest on the convertible notes unless there is an event of default. The notes are convertible into shares of common stock at $3.28, however there is a rachet provision in the convertible note that enables the holders of the notes to receive a lower conversion rate upon future issuances by the Company that fall below the $3.28 price. The conversion option meets the criteria of a derivative instrument, and the convertible note has been discounted $5,500,000 for the day one derivative liability. In addition, the Company has recorded $1,375,000 in original issue discount, which is being amortized over the interest method for the term of the note. Amortization of discount related to the convertible note was $241,096 for the three months ended June 30, 2023. Beginning balance as of March 31, 2023 $ - Issuance of convertible notes 6,875,000 Less: Original issue discount - inception (1,375,000 ) Amortization of original issue discount 241,096 Less: Debt discount – reclassification to derivative liability (5,500,000 ) Ending balance as of June 30, 2023 $ 241,096 Activity related to the convertible note derivative liabilities for the three months ended June 30, 2023 is as follows: Beginning balance as of March 31, 2023 $ - Issuances of convertible note – derivative liabilities 1,352,322 Change in fair value of convertible note derivative liabilities (1,029,237 ) Ending balance as of June 30, 2023 $ 323,085 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Jun. 30, 2023 | |
Preferred Stock [Abstract] | |
PREFERRED STOCK | 17. PREFERRED STOCK BitNile Metaverse Series A On June 8, 2022, the Company entered into a Securities Purchase Agreement (the “Series A Agreement”) with Ault Lending, LLC (formerly Digital Power Lending, LLC), a California limited liability company (the “Purchaser”), pursuant to which the Company sold the Purchaser 1,200 shares of Series A Convertible Redeemable Preferred Stock (the “BitNile Metaverse Series A”), 3,429 shares of common stock (the “Commitment Shares”) and a warrant to purchase shares of common stock (the “Warrant,” and together with the BitNile Metaverse Series A and the Commitment Shares, the “Securities”) for a total original purchase price of $12,000,000. The Purchaser is a subsidiary of AAI. The Company determined that the classification of the BitNile Metaverse Series A was mezzanine equity as the option to convert the shares belongs to the Purchaser. A description of the material transaction components are as follows: Conversion Rights Prior to the November 2022 amendment described below, each share of BitNile Metaverse Series A had a stated value of $10,000 and was convertible into shares of common stock at a conversion price of $63.00 per share, subject to customary adjustment provisions. The holder’s conversion of the BitNile Metaverse Series A was subject to a beneficial ownership limitation of 19.9% of the issued and outstanding common stock as of any conversion date of the BitNile Metaverse Series A, unless and until the Company obtains stockholder and The Nasdaq Stock Market (“Nasdaq”) approval for the conversion of more than that amount, in order to comply with Nasdaq Rules. Stockholder approval was obtained on September 9, 2022. In addition, the conversion rights in general did not become effective until July 23, 2022, which is one day after the record date for the stockholders meeting seeking such stockholder approval at the September 9, 2022 meeting. The shares of BitNile Metaverse Series A as amended are also subject to a 4.99% beneficial ownership limitation, which may be increased to up to 9.9% by the holder by giving 61 days’ notice to the Company. On November 28, 2022, the Company, following an agreement with the Purchaser, the Company amended the Certificate of Designations of Rights, Preferences and Limitations (the “Certificate”) of the BitNile Metaverse Series A previously issued to the Purchaser to: (i) increase the stated value of the BitNile Metaverse Series A from $10,000 to $10,833.33; (ii) provide for the dividends payable under the BitNile Metaverse Series A to be payable in common stock rather than cash effective November 1, 2022, and (iii) reduce the conversion price of the BitNile Metaverse Series A from $63.00 to the lesser of (a) $30.00 or (b) the higher of (1) 80% of the 10-day daily volume weighted average price, or (2) $7.50. The amendment on November 28, 2022 constituted a modification to the classification of the BitNile Metaverse Series A from mezzanine equity to liability. The Company determined in accordance with ASC 470-50-40, that the amendment would be accounted for as a debt modification as opposed to a debt extinguishment as the amendment did not meet the 10% threshold when comparing the present value of the remaining cash flows to the value to the original terms of the BitNile Metaverse Series A. As a result of this modification, the Company recognized a debt modification expense of $879,368. Upon reclassification to preferred stock liability, the Company analyzed the terms and determined that the preferred stock liability was considered a derivative liability and measured the derivative liability at inception (November 28, 2022). This measurement resulted in a gain of $2,878,345. As described in Note 19 “ Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of the preferred stock liability is estimated using the Black-Scholes valuation model. The following assumptions were used for the three months ended June 30, 2023 and year ended March 31, 2023: June 30, March 31, Expected term 1.66 – 2.00 years 1.66 – 2.00 years Expected volatility 108 – 110% 108 – 110% Expected dividend yield - - Risk-free interest rate 3.48 – 3.88% 3.48 – 3.88% Market price $1.15 – $22.80 $3.60 – $22.80 Negative Covenants and Approval Rights The BitNile Metaverse Series A Certificate of Designation (the “Certificate”) subjects the Company to negative covenants restricting its ability to take certain actions without prior approval from the holder(s) of a majority of the outstanding shares of BitNile Metaverse Series A for as long as the holder(s) continue to hold at least 25% (or such higher percentage as set forth in the Certificate (as defined below)) of the BitNile Metaverse Series A shares issued on the closing date under the Series A Agreement. These restrictive covenants include the following actions by the Company, subject to certain exceptions and limitations: (i) payment or declaration of any dividend (other than pursuant to the BitNile Metaverse Series A Certificate); (ii) investment in, purchase or acquisition of any assets or capital stock of any entity for an amount that exceeds $100,000 in any one transaction or $250,000, in the aggregate; (iii) issuance of any shares of common stock or other securities convertible into or exercisable or exchangeable for shares of common stock; (iv) incurrence of indebtedness, liens, or guaranty obligations, in an aggregate amount in excess of $50,000 in any individual transaction or $100,000 in the aggregate with customary exceptions. (v) sale, lease, transfer or disposal of any of its properties having a value calculated in accordance with GAAP of more than $50,000; (vi) increase in any manner the compensation or fringe benefits of any of its directors, officers, employees; and ( ) merger or consolidation with, or purchase a substantial portion of the assets of, or by any other manner the acquisition or combination with any business or entity. The above and other negative covenants in the Series A Certificate do not apply to a reverse merger with an entity with securities quoted on a market operated by OTC Markets or listed on a national securities exchange. Warrant Prior to its cancellation, the Warrant, as amended, provided the Purchaser or its assignees (the “Holder”) with the right to purchase a number of shares of common stock as would enable the holder together with its affiliates to beneficially own 49% of the Company’s common stock, calculated on a fully diluted basis, at an exercise price of $0.03 per share, including the Commitment Shares and Conversion Shares unless sold. Subject to stockholder approval, the Warrant was to vest and become exercisable into shares of the Company’s stock if, as of June 8, 2024: (i) the Company had failed to complete the distributions to the Company’s security holders or to any other subsidiary of the Company’s equity ownership of its three principal subsidiaries: Agora, Banner Midstream and Zest Labs (or their principal subsidiaries) (the “Distributions”), and/or (ii) the Holder together with its affiliates does not beneficially own at least 50% of the Company’s outstanding common stock. Provided, the Company must retain 20% of its common stock of Agora. The Warrant was to be exercised on a cashless basis and expire on June 8, 2027. On November 14, 2022, the Company and the Warrant holder canceled the warrant which was originally issued to the holder on June 8, 2022, as subsequently amended and restated, in exchange for $100 as the Company has substantially met the conditions under Section 1(a) of the Warrant, therefore, the Company did not compute any derivative liability on the warrants. Registration Rights Pursuant to the Series A Agreement, the Company has agreed to register the sale by the Purchaser of up to 174,882 shares of common stock, representing the Commitment Shares issued at the closing plus 171,453 of the shares of common stock issuable upon conversion of the BitNile Metaverse Series A. This amount equals 19.9% of the Company’s outstanding common stock immediately prior to the closing. The Company registered the sale by filing a prospectus supplement pursuant to the Company’s registration statement on Form S-3 (File No. 333-249532), originally filed with the SEC on October 16, 2020, as amended, which became effective on December 29, 2020, and the base prospectus included therein. On January 23, 2023, the Purchaser agreed to reduce its secondary offering of shares of our common stock issuable upon conversion of the Series A by $3,500,000. See Note 18 “Stockholders’ Deficit.” The description above is not a substitute for reviewing the full text of the referenced documents, which were attached as exhibits to the Company’s Current Report on Form 8-K as filed with the SEC on June 9, 2022, and the Company’s Current Report on Form 8-K as filed with the SEC on July 15, 2022 when we filed the amended and restated warrant, and the aforementioned amendment filed on November 29, 2022. Preferred Stock Derivative Liability BitNile Metaverse Series A As discussed herein, the Company determined that the BitNile Metaverse Series A upon the amendment on November 28, 2022, constituted a derivative liability under ASC 815. As a result of this classification, the Company determined that on November 28, 2022 (inception), the value of the derivative liability was $7,218,319. On December 9, 2022, the BitNile Metaverse Series A holder converted 50 shares of BitNile Metaverse Series A into 38,015 common shares that resulted in a loss on conversion of $3,923. The derivative liability for the BitNile Metaverse Series A was remeasured at June 30, 2023 and is valued at $169,323, resulting in a gain of $1,490,879 in the change in fair value. In addition, during March 2023 the Company advanced $635,000 and $1,205,000 during the three months ended June 30, 2023 to a third-party related to an obligation by the BitNile Metaverse Series A shareholder and this amount will be reflected as a redemption upon the dividend that will be paid to the Company’s shareholders of record as of September 30, 2022 for the WTRV and Wolf Energy Services Corp. divestitures. Activity related to the preferred stock derivative liabilities for the three months ended June 30, 2023 is as follows: Beginning balance as of March 31, 2023 $ 1,025,202 Advances to third-party that will be considered redemption of Series A (1,205,000 ) Change in fair value of preferred stock derivative liabilities (1,490,879 ) Ending balance as of June 30, 2023 $ (1,670,677 ) BitNile Metaverse Series B and C On February 8, 2023, the Company entered into the SEA by and among AAI, a significant shareholder, the owner of approximately 86% of BNC, and the Minority Stockholders. The SEA provided that, subject to the terms and conditions set forth therein, the Company was to acquire the assets and assume the liabilities of BNC as well as the common stock of Earnity, Inc. beneficially owned by BNC (which represents approximately 19.9% of the outstanding common stock of Earnity, Inc. as of the date of the SEA) which has no value, in exchange for the following: (i) 8,637.5 shares of Series B, and (ii) 1,362.5 shares of Series C. The Preferred Stock, the terms of which are summarized in more detail below, have a combined Stated Value of $100,000,000, and subject to adjustment are, subject to Nasdaq and shareholder approval, convertible into a total of up to 13,333,333 shares of the Company’s common stock, which represent approximately 92.4% of the Company’s outstanding common stock on a fully diluted basis. The Company has independently valued the Preferred Stock as of the date of acquisition. The combined value of the Preferred Stock issued to AAI was $53,913,000 using a blended fair value of the discounted cash flow method and option pricing method. The terms of the Preferred Stock as set forth in the Certificates of Designations of the Rights, Preferences and Limitations of each such series of Preferred Stock (each, a “Certificate,” and together the “Certificates”) are essentially identical except the Series B is super voting and must approve any modification of various negative covenants and certain other corporate actions as more particularly described below. Pursuant to the Series B Certificate, each share of Series B is convertible into a number of shares of the Company’s common stock determined by dividing the Stated Value by $7.50, or 1,333 shares of common stock. The conversion price is subject to certain adjustments, including potential downward adjustment if the Company closes a qualified financing resulting in at least $25,000,000 in gross proceeds at a price per share that is lower than the conversion price. The Series B holders are entitled to receive dividends at a rate of 5% of the Stated Value per annum from issuance until February 7, 2033 (the “Dividend Term”). During the first two years of the Dividend Term, dividends will be payable in additional shares of Series B rather than cash, and thereafter dividends will be payable in either additional shares of Series B or cash as each holder may elect. If the Company fails to make a dividend payment as required by the Series B Certificate, the dividend rate will be increased to 12% for as long as such default remains ongoing and uncured. Each share of Series B also has an $11,000 liquidation preference in the event of a liquidation, change of control event, dissolution or winding up of the Company, and ranks senior to all other capital stock of the Company with respect thereto other than the Series C with which the Series B shares equal ranking. Each share of Series B is entitled to vote with the Company’s common stock at a rate of 300 votes per share of common stock into which the Series B is convertible. In addition, for as long as at least 25% of the shares of Series B remain outstanding, AAI (and any transferees) has consent rights with respect to certain corporate events, including reclassifications, fundamental transactions, stock redemptions or repurchases, increases in the number of directors, and declarations or payment of dividends, and further the Company is subject to certain other negative covenants, including covenants against issuing additional shares of capital stock or derivative securities, incurring indebtedness, engaging in related party transactions, selling of properties having a value of over $50,000, altering the number of directors, and discontinuing the business of any subsidiary, subject to certain exceptions and limitations. The terms, rights, preferences and limitations of the Series Care Pending stockholder approval of the transaction, the Preferred Stock combined are subject to a 19.9% beneficial ownership limitation. That limitation includes shares of Series A issued to AAI on June 8, 2022 and any common stock held by AAI. Certain other rights are subject to stockholder approval as described below. The SEA provides that the Company will seek stockholder approval following the closing. The entire transaction is subject to compliance with Nasdaq Rules and the Certificates each contain a savings clause that nothing shall violate such Rules. Nasdaq may nonetheless disregard the savings clause. Under the SEA, effective at the closing AAI is entitled to appoint three of the Company’s directors, and following receipt of approval from the Company’s stockholders, a majority of the Company’s directors. The SEA also provides the holders of Preferred Stock with most favored nations rights in the event the Company offers securities with more favorable terms than the Preferred Stock for as long as the Preferred Stock remains outstanding. Under the SEA, while any Preferred Stock is outstanding, the Company is prohibited from redeeming or declaring or paying dividends on outstanding securities other than the Preferred Stock. Further, the SEA prohibits the Company from issuing or amending securities at a price per share below the conversion price of the Preferred Stock, or to engage in variable rate transactions, for a period of 12 months following the closing. The SEA further provides that following the closing the Company will prepare and distribute a proxy statement and hold a meeting of its stockholders to approve each of the following: (i) the SEA and the transactions contemplated thereby, (ii) a ratification of the Third Certificate Designations of Rights, Preferences, and Limitations of the Series A, (iii) a reverse stock split with a range of between 1-for 2 and 1-for-20, (iv) a change in the Company’s name to BNC, (v) an increase of the Company’s authorized common stock to 1,000,000,000 shares of common stock; and (vi) any other proposals to which the Parties shall mutually agree. In addition, pursuant to the SEA the Company agreed to use its reasonable best efforts to effect its previously announce spin-offs of the common stock of Wolf Energy and WTRV held by or issuable to the Company, use its best efforts to complete one or more financings resulting in total gross proceeds of $100,000,000 on terms acceptable to AAI, and financially support the ongoing Zest Labs litigation. The holders of the Preferred Stock will not participate in the aforementioned spin-offs and distribution. In connection with the SEA, the Company and AAI also agreed that the net litigation proceeds from the Zest Labs litigation that was ongoing as of November 15, 2022 would be held in a trust for the benefit of the Company’s stockholders of record as of such date. In connection with the SEA, the Company also entered into a Registration Rights Agreement with AAI and the Minority Shareholders pursuant to which the Company agreed to file a registration statement on Form S-3 or Form S-1 with the SEC registering the resale by the holders of the Preferred Stock and/or the shares of common stock issuable upon conversion of the Preferred Stock, to be initially filed within 15 days of the closing, and to use its best efforts to cause such registration statement to be declared effective by the SEC within 45 days thereafter, subject to certain exceptions and limitations. The SEA contains certain representations and warranties made by each of the Company, AAI and the Minority Shareholders. Upon the closing, which is subject to the closing conditions set forth in the SEA, including among other conditions the parties obtaining a fairness opinion from a national independent valuation firm and satisfactory completion of due diligence by each of the Company and AAI, BNC will continue as a wholly owned subsidiary of the Company. BNC’s principal business entails the development and operation of a metaverse platform, the beta for which launched on March 1, 2023. This transaction closed on March 7, 2023. The Company determined that the Preferred Stock constituted a derivative liability under ASC 815 on the date of inception March 7, 2023. As a result of this classification, the Company determined that on March 7, 2023 (inception), the value of the derivative liability was $42,426,069. The derivative liability for the preferred stock Preferred Stock was remeasured at June 30, 2023 and is valued at $2,427,669 resulting in a gain of $16,403,090 in the change in fair value for the three months ended June 30, 2023. The Company has accrued $1,597,222 in dividends on the Series B and C Preferred stock as of June 30, 2023. Activity related to the preferred stock derivative liabilities for the Preferred Stock for the three months ended June 30, 2023 is as follows: Beginning balance as of March 31, 2023 $ 18,830,760 Change in fair value of preferred stock derivative liabilities (16,403,090 ) Ending balance as of June 30, 2023 $ 2,427,670 On April 4, 2023, the Company entered into an agreement with Ault Lending, LLC (“Ault”) and WTRV pursuant to which the Company agreed to advance to WTRV payments of up to $3.25 million (the “Amounts”), and WTRV agreed to accept the Amounts as payment of Ault’s $3.25 million payable to WTRV from Ault’s exercise of participation rights in oil and gas exploration and drilling ventures which WTRV 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 WTRV, and the Company and Ault agreed that in lieu of repayment of the Amounts advanced to WTRV, 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 WTRV. The redemption cannot occur until the previously announced spin-offs by the Company of shares of common stock of WTRV and Wolf Energy Services Inc. occur which would permit Ault to receive its full dividends thereunder. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity (Deficit) [Abstract] | |
STOCKHOLDERS’ DEFICIT | 18. STOCKHOLDERS’ DEFICIT BitNile Metaverse Preferred Stock As of March 31, 2022, there were no As of June 30, 2023 and March 31, 2023, the Company has issued Series B and Series C as noted in Note 17 and has 8,637.5 and 1,362.5 shares of Series B and C, respectively, outstanding, which were issued March 7, 2023. BitNile Metaverse Common Stock The Company is authorized to issue 3,333,333 shares of common stock, par value $0.001 which followed stockholder approval on September 9, 2022. On May 4, 2023, the Company amended its Articles of Incorporation to reflect a 1-for-30 reverse stock split. The Company also reduced its authorized shares on a 1-for-30 basis going from 100,000,000 authorized shares down to 3,333,333 authorized shares. All share and per share figures are reflected on a post-split basis herein. In the three months ended June 30, 2022, the Company issued 3,429 shares of common stock which were the commitment shares in the AAI transaction as discussed in Note 17. On January 24, 2023, the Company entered into an At-The-Market (“ATM”) Issuance Sales Agreement (the “Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), pursuant to which the Company may issue and sell from time to time, through Ascendiant, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), with offering proceeds of up to $3,500,000. The ATM was terminated on June 16, 2023 after having raised approximately $3,500,000. As of June 30, 2023 there were 163,393 unsold shares of the Company’s common stock being held by a custodian in an account owned by the Company which had not been sold during the ATM offering. It is the Company’s policy not to consider or classify these shares as issued or outstanding as we own and control these shares. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”), including without limitation sales made directly on or through The Nasdaq Capital Market, the trading market for the Company’s common stock, on any other existing trading market in the United States for the Company’s common stock, to or through a market maker, directly to Ascendiant as principal for its account in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, in privately negotiated transactions, in block trades, or through a combination of any such methods of sale. Ascendiant will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales practices, subject to the terms of the Agreement. Under the Agreement, Ascendiant will be entitled to compensation of 3% of the gross proceeds from the sales of the Shares sold under the Agreement. The Company also agreed to reimburse Ascendiant for certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to exceed $30,000 as well as up to $2,500 for each quarterly and annual bring-down while the Agreement is ongoing. The Shares were being offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2023 and the accompanying base prospectus which is part of the Company’s effective Registration Statement on Form S-3 (File No. 333-249532) (the “Registration Statement”). In the three months ended June 30, 2023, the Company issued 40,022 shares for payment of a preferred stock dividend of $300,158 and 935,452 shares in the ATM which we received $1,780,440. As of June 30, 2023 and March 31, 2023, 2,359,306 and 1,383,832 shares of common stock were issued and outstanding, respectively. Agora Common Stock Agora is authorized to issue 250,000,000 shares of common stock, par value $0.001. On September 22, 2021, the Company purchased 100 shares of Agora for $10. On October 1, 2021, the Company purchased 41,671,121 shares of Agora common stock for $4,167,112 which Agora used to purchase equipment to commence the Bitstream operations. In addition, between October 1 and December 7, 2021, Agora issued 4,600,000 restricted common shares to its management, non-employee directors, employees and advisors. After issuance of these shares, the Company controls approximately 90% of Agora. The future stock-based compensation related to these shares that will be measured consists of $12,166,680 over a three-year period in service-based grants ($9,611,145 in year one, $1,861,096 in year two, and $694,436 in year 3) and $10,833,320 in performance-based grants ($5,416,660 for the deployment of 20 MW in the State of Texas, and $5,416,660 for the deployment of 40 MW in the State of Texas) for a total of $23,000,000. These restricted common shares were measured pursuant to ASC 718-10-50 at an estimated value per share of $5.00 and consist of both service-based and performance-based criteria. On August 7, 2022, Agora issued 400,000 shares of common stock to its management, non-employee directors, employees and advisors. After issuance of these shares, the Company controlled approximately 89% of Agora. The future stock-based compensation related to these shares that will be measured consists of $2,000,000 ranging from immediate vesting through the three-year anniversary in service-based grants. These restricted common shares were measured pursuant to ASC 718-10-50 at an estimated value per share of $5.00 and consist of service-based criteria only. Of the 5,000,000 restricted shares of common stock — 2,833,336 shares of restricted stock are considered service grants and 2,166,664 are considered performance grants. The performance grants vest as follows: 1,083,332 restricted common shares upon Agora deploying a 20 MW power contract in Texas; and 1,083,332 restricted common shares upon the Company deploying a 40 MW power contract in Texas. As of December 31, 2022, none of the performance criteria are probable as no contracts have been signed as the proper funding has not been secured, therefore no compensation expense is recognized in accordance with ASC 718-10-25-20 related to the performance grants. On April 12, 2022, Agora upon board of director approval accelerated the vesting of 250,000 restricted shares for deploying a 20 MW power contract in Texas; and 250,000 restricted shares for deploying a 40 MW power contract in Texas with Agora’s former Chief Financial Officer. All remaining performance grants remain unvested. The Company recognized $630,206 and $5,215,287 in stock-based compensation for the three months ended June 30, 2023 and 2022, respectively. The unrecognized stock-based compensation expense as of June 30, 2023 is $8,333,320 in performance based grants and $1,721,312 in service based grants for a total of $10,054,632. The Company accounts for stock-based payments in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). During the year ended March 31, 2022, in addition to the value measured by the 4,600,000 restricted stock grants, stock-based compensation consists primarily of restricted stock units granted to a Company employee while employed by the Company. The Company measures compensation expense for restricted stock units based on the fair value of the award on the date of grant. The grant date fair value is based on the closing market price of the Company’s common stock on the date of grant. Share-based Compensation Expense Share-based compensation for employees is included in salaries and salary related costs and directors and services are included in professional fees and consulting in the consolidated statement of operations for the three months ended June 30, 2023 and 2022. Share-based compensation for the three months ended June 30, 2023 and 2022 for stock options and restricted stock units granted under the 2013 Incentive Stock Plan and 2017 Omnibus Incentive Stock Plan and non-qualified stock options were $258,655 and $182,561, respectively. There is $438,231 in share-based compensation accrued as of June 30, 2023 for BitNile Metaverse and $237,499 accrued in Agora for a total of $675,730. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES Legal Proceedings We are presently involved in the following legal proceedings. To the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties or businesses are subject, which would reasonably be likely to have a material adverse effect on the Company. ● On August 1, 2018, BitNile Metaverse and Zest Labs filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the Federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. On April 9, 2021, a Little Rock, Arkansas jury awarded BitNile Metaverse and Zest Labs a total of $115 million in damages (subsequently reduced to $110 million) which includes $65 million in compensatory damages (subsequently reduced to $60 million) and $50 million in punitive damages and found Walmart Inc. liable on three claims. The federal jury found that Walmart Inc. misappropriated Zest Labs’ trade secrets, failed to comply with a written contract, and acted willfully and maliciously in misappropriating Zest Labs’ trade secrets. We expect Walmart to continue to vigorously defend the litigation and to oppose the verdict in post-trial motions and an appeal. BitNile Metaverse has filed post-trial motions to add an award for its attorneys’ fees as the prevailing party in the litigation. In addition to other post-trial motions, Walmart, Inc. has filed a renewed motion for judgment as a matter of law or, in the alternative, for remittitur or a new trial. As of the date of this Report, the court has allowed post-trial discovery but has not ruled on the motion for new trial. ● On April 22, 2022, BitStream Mining and BitNile Metaverse were sued in Travis County, Texas District Court (Docket #79176-0002) by Print Crypto Inc. in the amount of $256,733.28 for failure to pay for equipment purchased to operate BitStream Mining’s Bitcoin mining operation. The defendants intend to vigorously defend themselves and have filed counterclaims in the 353rd Judicial District in Travis County, Texas on May 6, 2022 for fraudulent inducement, breach of contract, and for payment of attorney’s fees and costs. BitNile Metaverse provided additional documents to our attorneys on October 7, 2022, and there is no update since then. The Company has accrued the full amount of the claim in its condensed consolidated financial statements as of June 30, 2023. ● On July 15, 2022, BitStream Mining and two of their Management were parties to a petition filed in Ward County District Court by 1155 Distributor Partners-Austin, LLC d/b/a Lonestar Electric Supply in the amount of $414,026.83 for failure to pay for equipment purchased to operate the Company’s Bitcoin mining operation. The Company filed a petition to remove one of its Management from the claim in December 2022, and there is no update since then. The Company has accrued the full amount of the claim in its condensed consolidated financial statements as of June 30, 2023. ● On October 17, 2022, BitStream Mining was a party to a petition filed in Ward County District Court by VA Electrical Contractors, LLC in the amount of $1,666,187.18 for failure to pay for equipment purchased to operate the Company’s Bitcoin mining operation. The Company’s registered agent was served with this lawsuit on January 3, 2023, the Company answered the claim in January, and is in process of supplying documents for discovery. The Company has accrued the full amount of the claim in its consolidated financial statements as of June 30, 2023. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon the Company’s financial condition, results of operations or cash flows. Nasdaq Compliance On December 27, 2022, the Company received a letter from Nasdaq notifying the Company of its noncompliance with stockholder approval requirements set forth in Listing Rule 5635(d), which requires stockholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined therein). Additionally, the letter indicates that the Company violated Nasdaq’s voting rights rule set forth in Listing Rule 5640. The matters described in the letter relate to an amendment to the Certificate of Designation of Rights, Preferences and Limitations (the “Certificate”) of the Series A, shares of which were issued by the Company on June 8, 2022 in a private placement transaction which was previously disclosed on a Current Report on Form 8-K filed on June 9, 2022. Specifically, the Company amended the Certificate on November 28, 2022 to: (i) increase the stated value of the Series A from $10,000 to $10,833.33; (ii) provide for the dividends payable under the Series A to be payable in Common Stock rather than cash effective beginning November 1, 2022, and (iii) reduce the conversion price of the Series A from $63.00 to the lesser of (1) $30.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $7.50 (the “Amendment”). According to the letter, the Company was required to obtain stockholder approval to effect the Amendment because the Series A as amended provides for the potential issuance of 1,733,333 shares of Common Stock at less than the Minimum Price under Listing Rule 5635(d), and the Amendment also violates Listing Rule 5640 by providing the holder of the Series A with voting rights on an as-converted basis with the Series A convertible into Common Stock at a discount, thereby violating Listing Rule 5640. In the letter, the Company was provided 45 calendar days from the date of the letter, or until February 10, 2023, to submit a plan to regain compliance with the referenced Listing Rules, and if such plan is accepted by Nasdaq, the Company can receive an extension of up to 180 calendar days from the date of the letter to evidence compliance. However, if the Company’s plan is not accepted by Nasdaq, or is not sufficiently executed to regain compliance and remedy the matters set forth in the letter, the Company’s Common Stock will be subject to delisting. In connection with the letter the Company was also requested to furnish Nasdaq with certain documents and information related to its sale of WTRV. In connection with the December 27 th Further, on December 30, 2022, the Company received another letter from the Nasdaq notifying the Company of its noncompliance with Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for its Common Stock of at least $1.00 per share for 30 consecutive business days and providing the Company with a 180 calendar day grace period to regain compliance with the Listing Rule 5550(a)(2), subject to a potential 180 calendar day extension, as described below. To regain compliance, the Company’s Common Stock must have a minimum closing bid price of at least $1.00 per share for at least 10 consecutive business days within the grace period which ended on June 28, 2023. To qualify for the additional grace period, the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second grace period, by effecting a reverse stock split if necessary, which would also require stockholder approval unless completed with a proportionate reduction in our authorized Common Stock under our Articles of Incorporation. On January 26, 2023, Nasdaq sent an email to the Company raising 13 questions concerning the WTRV transaction, WTRV’s business, seeking verification that the Company had in fact transferred $3 million to WTRV last July and questioning the time allocations of the two senior executive officers of the Company and WTRV, among other things. The Company responded on February 15. The Company provided responses to Nasdaq on January 11, 2023, February 10, 2023 and February 15, 2023. If our Common Stock is delisted from Nasdaq, we could face significant material adverse consequences, including: ● it may adversely affect the Company’s ability to raise capital which it needs to stay operational; ● a limited availability of market quotations for our Common Stock; ● reduced liquidity with respect to our Common Stock; ● a determination that our shares of Common Stock are a “penny stock” which will require broker-dealers trading in our Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our Common Stock; and ● being in default under the transaction documents entered into with the investors in the April 27, 2023 financing. If we are unable to rectify any of the above-described Nasdaq issues, for failure to timely obtain stockholder approval, a delisting will subject us and our stockholders to the above and other adverse consequences and could also delay us from effecting the announced spin-offs of common stock of WTRV and Wolf Energy certain entities as described elsewhere in this Report. See “Risk Factors” contained elsewhere in this Report. On June 21, 2023, the Company received a letter from the Listing Qualifications staff of Nasdaq (the “Letter”) 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 the Series B, and (ii) 1,362.5 shares of the Series C in connection with the acquisition of BNC as well as the securities of Earnity, Inc. beneficially owned by BNC (collectively, the “Assets”) pursuant to the SEA by and among the Company, AAI and the minority stockholders of BNC, which was previously disclosed on Current Reports on Form 8-K filed by the Company on February 14, 2023 and March 10, 2023. The Series B and C Preferred Stock has a collective stated value of $100,000,000 (the “Stated Value”), and votes on an as-converted basis, representing approximately 92.4% of the Company’s outstanding voting power on a fully diluted basis at the time of issuance. According to the Letter, because the Preferred Stock was not issued for cash, the Staff compared the value of the Assets to the Stated Value and determined that the value of the Assets was less than the Stated Value and that the voting rights attributable to the Series B and C Preferred Stock has the effect of disparately reducing the voting rights of the Company’s existing shareholders. The Staff looked at the total assets and stockholders’ equity of BNC as of March 5, 2023, as well as the market capitalization of AAI prior to entering into the Agreement and immediately after closing of the transaction in determining, in Staff’s opinion, the value of the Assets. The Letter did not make any reference to the projections prepared by AAI as to the future potential of the business of BNC nor to the independent valuation obtained by the Company prior to closing of the transaction, which supported the Stated Value of the Preferred Stock for the total value of the Assets, both of which the Company provided to the Staff prior to receipt of the Letter. According to the Letter, Nasdaq determined that the voting rights of the Series B and C Preferred Stock, voting on an as-converted basis, are below the minimum price per share of the Company’s common stock at the time of the issuance of the Series B and C Preferred Stock. Additionally, Nasdaq determined that the Series B provides the holder the right to appoint a majority of the Company’s board of directors when such representation is not justified by the relative contribution of the Series B pursuant to the Agreement. Under the Voting Rights Rule, a company cannot create a new class of security that votes at a higher rate than an existing class of securities or take any other action that has the effect of restricting or reducing the voting rights of an existing class of securities. As such, according to the Letter, the issuance of the Series B and C Preferred Stock violated the Voting Rights Rule because the holders of the Series B and C Preferred Stock are entitled to vote on an as-converted basis, thus having greater voting rights than holders of common stock, and the Series B is entitled to a disproportionate representation on the Company’s board of directors. According to the Letter, the Company has 45 calendar days from the date of the Letter, or until August 7, 2023, to submit a plan to regain compliance with the Voting Rights Rule, and if such plan is accepted by Nasdaq, the Company can receive an extension of up to 180 calendar days from the date of the Letter to evidence compliance. However, if the Company’s plan is not accepted by Nasdaq, the Company’s common stock will be subject to delisting. The Company would have the right to appeal that decision to a hearings panel. On July 28, 2023, the Company responded and submitted a plan to regain compliance with the Voting Rights Rule. On May 8, 2023, the Company received a letter from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock, par value $0.001 per share (the “Common Stock”) from The Nasdaq Capital Market, effective May 17, 2023, pursuant to Listing Rule 5810(c)(3)(A)(iii), as the Company’s common stock traded below $0.10 per share for 10 consecutive trading days. On May 12, 2023, the Company issued a press release announcing a 1-for-30 reverse stock split of its outstanding common stock which will be effective for trading purposes as of the commencement of trading on May 15, 2023. On May 26, 2023, the Company received a letter from Nasdaq stating that the Company’s bid price deficiency had been cured. ELOC On June 5, 2023, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with Arena Business Results, LLC (“Arena”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct Arena to purchase up to an aggregate of $100,000,000 of shares of our common stock over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement (as defined in the ELOC Purchase Agreement), we have the right to present Arena with an advance notice (each, an “Advance Notice”) directing Arena to purchase any amount up to the Maximum Advance Amount (as described below). Non-cancelable Obligations In the course of our gaming business in association with our Platform, the Company enters into non-cancelable obligations with certain parties to purchase services, such as technology and the hosting of our metaverse platform. As of June 30, 2023 the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating $4,000,000 and obligations with terms less than one year of $2,000,000. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | 20. FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, prepaid expenses, other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of “Level 3” during the three months ended June 30, 2023 and 2022. The recorded values of all other financial instruments approximate its current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the of the warrant derivative liabilities disclosed in accordance with ASC 815, Derivatives and Hedging Level 1 Level 2 Level 3 Total Gains June 30, 2023 Warrant derivative liabilities $ - $ - $ 2,138,671 $ 2,197,348 Convertible note - - 323,085 1,029,237 Preferred stock derivative liabilities - - 756,992 17,893,969 Investment – WTRV - - 9,224,785 - March 31, 2023 Warrant derivative liabilities - $ - $ 6,264 $ 4,312,366 Preferred stock derivative liabilities - - 19,855,962 28,611,760 Bitcoin - - - (9,122 ) Investment – WTRV - - 9,224,785 (20,775,215 ) The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended June 30, 2023: Beginning balance as of March 31, 2023 $ (10,637,441 ) Issuance – convertible notes with warrants (5,682,077 ) Net change in unrealized (depreciation) appreciation included in earnings 21,120,554 Ending balance as of June 30, 2023 $ 4,801,036 The balances in the derivative liabilities are net of $1,840,000 which is related to Series A preferred shares to be redeemed. |
Leases
Leases | 3 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | 21. LEASES As of June 30, 2023, the value of the unamortized lease right of use asset is $307,913 (through maturity at October 31, 2026). As of June 30, 2023, the Company’s lease liability was $315,292. Maturity of lease liability for the operating leases for the period ended June 30, 2024 $ 113,356 2025 96,157 2026 99,042 2027 33,338 Imputed interest (26,601 ) Total lease liability $ 315,292 Current portion $ 100,142 Non-current portion $ 215,150 Amortization of the right of use asset for the period ended June 30, 2024 $ 101,140 2025 $ 85,565 2026 $ 90,101 2027 $ 31,107 Total $ 307,913 Total Lease Cost Operating lease expenses for the three months ended both June 30, 2023 and 2022 were $35,588. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 22. RELATED PARTY TRANSACTIONS In connection with the hospitality services we offer, the Company and certain customers enter into separate arrangements with respect to sponsorships we provide in addition to a number of ongoing commercial relationships, including license Agreements. See Note 8 for the investment in WTRV and Note 17 for the preferred stock issued in the year ended March 31, 2023 with a significant shareholder. Our Chief Executive Officer and Chief Financial Officer hold similar positions in WTRV. In the three month period ended June 30, 2023 the Company was advanced an additional $781,898 from AAI. As of June 30, 2023 $6,564,541 remains outstanding. Revenues and Accounts Receivable We had related party hospitality service sales of $41,150 and $0 as of the three month period ended June 30, 2023 and 2022, respectively. Allocation of General Corporate Expenses AAI provides use of certain assets, human resources and other executive services to the Company. The accompanying financial statements include allocations of these expenses. The allocation method calculates the appropriate share of costs to the Company by using the percentage of time spent working on and building the Company’s business. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. AAI allocated $888,267 and $0 of costs for the three months ended June 30, 2023 and 2022, respectively. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2023. The consolidated balance sheet as of March 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report. Results of the three months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year ending March 31, 2024. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the June 30, 2022 condensed consolidated financial statements to be consistent with the June 30, 2023 presentation, including the reclassification of our prior subsidiaries that were sold as discontinued operations. These changes had no impact on the Company’s financial position or result of operations for the periods presented. |
Noncontrolling Interests | Noncontrolling Interests In accordance with Accounting Standards Codification (“ASC”) 810-10-45 Noncontrolling Interests in Consolidated Financial Statements, |
Significant Accounting Policies | Significant Accounting Policies Other than as noted below, there have been no material changes to the Company’s significant accounting policies previously disclosed in the 2023 Annual Report. |
Gaming Revenue | Gaming Revenue Gaming revenue will be recognized from the Metaverse website primarily through the sale of tokens or coins that provide the end user with interactive entertainment (game play) and durable goods principally for the PC and mobile platforms. The Company primarily offers the following: 1. Metaverse access – Provide access to main game content. 2. Sale of NTs – NT’s can be used for additional digital game play only 3. Sale of NCs –NC’s can be used to participate in games of skill, buy durable goods, etc. all within the digital platform 4. SweepCoins (“SC”) – Users can use SC to enter sweepstakes type games with a potential to win both digital goods and real world cash and prizes. While the revenue received from the sale of NT and NC’s (collectively the “coins”) is currently nominal, we believe that our operation of the BitNile.com website could be a scalable source of revenue in the future. Additionally, we expect the website will be a mechanism to help increase our brand reputation and recognition by participants, which we believe will result in the acquisition and monetization of new users to the site. During the three month periods ended June 30, 2023 and 2022 we recognized no revenues from Metaverse coin sales. |
Hospitality and VIP Services Revenue | Hospitality and VIP Services Revenue Hospitality revenue currently consists of revenue from services provided to groups at certain social functions and sporting events. We also sell real world VIP experiences and one-of-a-kind products. Hospitality and VIP service revenue is generated through contracts with customers whereby the customer agrees to pay a contract rate, determined based on common industry prices, for the services we provide. The Company recognizes revenue when performance obligations to provide food and services are satisfied at the point in time when the food and services are received by the customer, which is when the event is held and services are complete. The Company recognizes revenue on a gross basis due to the fact that we have control over the food and services and the ability to direct the offerings to multiple end consumers while also ultimately determining the relative pricing offered for the services. For certain events we also use certain subcontractors that we select and hire to help transfer services to the end customer. We have evaluated our agreements with our food and service subcontractors and based on the preceding, we determined that the Company is the principal in such arrangements and the third-party food and service suppliers are the agent in accordance with ASC 606 Revenue from Contracts with Customers |
Concentrations | Concentrations The Company occasionally maintains cash balances in excess of the Federal Deposit Insurance Corporation insured limit. The Company does not consider this risk to be material. |
Segment Reporting | Segment Reporting As of June 30, 2023 Agora has not been able to secure additional funding to be able to provide services and infrastructure to Sentinum as the MSA previously entered into contemplated. As Agora has not engaged in any business activities, it is uncertain if financing will be obtained in order to build out the hosting facility to be able to engage in business activities and there are no operations for management to evaluate Agora as an operating segment, the Company does not segregate its operations as most of the continuing operations relate to BNC. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. During the three months ended the Company reported net income which was the result of the change in fair value of the derivative liabilities. Removing the mark to market impact leads to a net loss which is anti-dilutive in nature. Therefore, there will be no dilutive impact resulting from the change in the fair value of the derivative liabilities since all dilutive instruments are out of the money. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Current Assets | Current assets as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 1,384,224 $ 1,297,801 $ 1,384,224 $ 1,297,801 |
Schedule of Non-Current Assets | Non-current assets as of June 30, 2023 and March 31, 2023 – Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 417,237 $ 984,071 $ 417,237 $ 984,071 |
Schedule of Current Liabilities | Current liabilities as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 3,591,359 $ 2,952,257 $ 3,591,259 $ 2,952,257 |
Schedule of Non-Current Liabilities | Non-current liabilities as of June 30, 2023 and March 31, 2023– Discontinued Operations: June 30, March 31, Wolf Energy Services, Inc. $ 364,076 $ 377,786 $ 364,076 $ 377,786 |
Schedule of Operations to Discontinued Operations | The Company reclassified the following operations to discontinued operations for the three months ended June 30, 2023 and 2022, respectively. 2023 2022 Revenue $ - $ 7,034,839 Operating expenses - 9,271,487 Wolf Energy Services, Inc. – net loss (1,143,303 ) - Other loss - 399,170 Net loss from discontinued operations $ (1,143,303 ) $ (2,635,818 ) |
Schedule of Calculation of the Gain on Disposal of Trend Discovery | The following represents the calculation of the gain on disposal of Trend Discovery at June 17, 2022: Secured note receivable $ 4,250,000 Cash (27,657 ) Accounts receivable (222,400 ) Prepaid expenses (99,566 ) Goodwill (3,222,799 ) Other assets (284 ) Accounts payable and accrued expenses 34,211 Gain on disposal of discontinued operations $ 711,505 |
Asset Purchase (Tables)
Asset Purchase (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Asset Purchase [Abstract] | |
Schedule of Acquired the Assets and Liabilities | The Company acquired the assets and liabilities of BNC noted below at fair value. Prepaid expenses $ 620,616 Property and equipment 330,190 Intangible assets 6,239,000 Accounts payable and accrued expenses (3,186,513 ) Due to BitNile.com former parent (4,404,350 ) Notes payable (170,222 ) $ (571,279 ) |
Schedule of Consideration Paid for the Acquisition | The consideration paid for the acquisition of BNC was as follows (see Note 17): Series B and Series C Preferred Stock $ 53,913,000 Total consideration $ 53,913,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Zest Labs freshness hardware, equipment and computer costs $ 2,915,333 $ 2,915,333 Land 125,000 125,000 Furniture 40,074 40,074 Auto – BNC 220,786 220,786 Equipment – BNC 109,404 109,404 Mining technology equipment– Bitcoin 5,639,868 5,639,868 Auto – Bitcoin 91,132 91,132 Total property and equipment 9,141,597 9,141,597 Accumulated depreciation and impairment (4,742,093 ) (4,709,194 ) Property and equipment, net $ 4,399,504 $ 4,432,403 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Trademarks $ 5,097,000 $ 5,097,000 Developed technology 1,142,000 1,142,000 Accumulated amortization - trademarks (113,268 ) (28,317 ) Accumulated amortization - developed technology (25,376 ) (6,344 ) Intangible assets, net $ 6,100,356 $ 6,204,339 |
Schedule of Amortization Expense | Amortization expense for the next five years and in the aggregate is as follows: 2024 $ 415,933 2025 415,933 2026 415,933 2027 415,933 2028 415,933 Thereafter 4,020,691 $ 6,100,356 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of June 30, 2023 and March 31, 2023: June 30, March 31, Professional fees and consulting costs $ 788,230 $ 703,869 Vacation and paid time off 120,375 77,919 Legal fees 48,019 171,481 Sponsorship 200,000 500,000 Compensation 60,343 60,343 Interest 70,429 61,722 Other 63,855 68,160 Total $ 1,351,251 $ 1,643,494 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Warrant Derivative Liabilities [Abstract] | |
Schedule of Fair Value of Each Warrant is Estimated Using the Black-Scholes Valuation Model | The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on June 30, 2023 and March 31, 2023 and at inception: Three Months Ended Year Ended Inception Expected term 1 – 5 years 0.25 – 1.85 years 5.00 years Expected volatility 110 – 113% 107 – 110% 91% – 107% Expected dividend yield - - - Risk-free interest rate 3.48 – 3.81% 2.98 – 3.88% 1.50% – 2.77% Market price $0.99 – $4.50 $5.40 – $39.00 |
Schedule of Derivative Liabilities | The Company’s remaining derivative liabilities as of June 30, 2023 and March 31, 2023 associated with warrant offerings were as follows. June 30, March 31, Fair value of 115,942 August 6, 2021 warrants $ 123 $ 5,974 Fair value of 8,116 August 6, 2021 warrants 6 290 Fair value of 2,728,175 April 27, 2023 warrants 2,138,542 - $ 2,138,671 $ 6,264 |
Schedule of Warrant Derivative Liabilities | Activity related to the warrant derivative liabilities for the three months ended June 30, 2023 was as follows: Beginning balance as of March 31, 2023 $ 6,264 Issuances of warrants – derivative liabilities 4,329,755 Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (2,197,348 ) Ending balance as of June 30, 2023 $ 2,138,671 Beginning balance as of March 31, 2022 $ 4,318,630 Issuances of warrants – derivative liabilities - Warrants exchanged for common stock - Change in fair value of warrant derivative liabilities (393,532 ) Ending balance as of June 30, 2022 $ 3,925,098 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Long-Term Debt [Abstract] | |
Schedule of long-term debt | Long-term debt included in continuing operations consisted of the following as of June 30, 2023 and March 31, 2023. All debt instruments repaid during the year ended March 31, 2023 are not included in the below chart and the chart only reflects those instruments that had a balance owed as of these dates. June 30, March 31, Credit facility -Trend Discovery SPV 1, LLC (a) $ 291,036 $ 291,036 Auto loan – Ford (b) 65,111 68,114 Auto loan – Cadillac (c) 165,406 170,222 Total long-term debt 521,553 529,372 Less: current portion (324,737 ) (323,818 ) Long-term debt, net of current portion $ 196,816 $ 205,554 (a) On December 28, 2018, the Company entered into a $10,000,000 credit facility that includes a loan and security agreement where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $570,000 being deposited directly into the Company. Interest incurred for the three months ended June 30, 2023 was $8,707 and accrued as of June 30, 2023 was $70,429. With the sale of Trend Holdings, we can no longer access this line of credit. (b) On February 16, 2022, the Company entered into a long-term secured note payable for $80,324 for a service truck maturing February 13, 2028. The note is secured by the collateral purchased and accrues interest annually at 5.79% with principal and interest payments due monthly. There is no accrued interest as of June 30, 2023. (c) On March 6, 2023 in the acquisition of BNC, the Company assumed an auto loan for a Cadillac in the amount of $170,222. The loan bears interest at 14.18% and matures December 2028. |
Schedule of Maturities | The following is a list of maturities as of June 30: 2024 $ 324,737 2025 37,719 2026 42,277 2027 47,464 2028 48,349 Thereafter 21,007 $ 521,553 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of Amortization of Discount Related to the Convertible Note | Amortization of discount related to the convertible note was $241,096 for the three months ended June 30, 2023. Beginning balance as of March 31, 2023 $ - Issuance of convertible notes 6,875,000 Less: Original issue discount - inception (1,375,000 ) Amortization of original issue discount 241,096 Less: Debt discount – reclassification to derivative liability (5,500,000 ) Ending balance as of June 30, 2023 $ 241,096 |
Schedule of Convertible Note Derivative Liabilities | Activity related to the convertible note derivative liabilities for the three months ended June 30, 2023 is as follows: Beginning balance as of March 31, 2023 $ - Issuances of convertible note – derivative liabilities 1,352,322 Change in fair value of convertible note derivative liabilities (1,029,237 ) Ending balance as of June 30, 2023 $ 323,085 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Preferred Stock [Abstract] | |
Schedule of Preferred Stock Liability is Estimated Using the Black Scholes Valuation Model | The following assumptions were used for the three months ended June 30, 2023 and year ended March 31, 2023: June 30, March 31, Expected term 1.66 – 2.00 years 1.66 – 2.00 years Expected volatility 108 – 110% 108 – 110% Expected dividend yield - - Risk-free interest rate 3.48 – 3.88% 3.48 – 3.88% Market price $1.15 – $22.80 $3.60 – $22.80 |
Schedule of Activity Related to the Preferred Stock Derivative Liabilities | Activity related to the preferred stock derivative liabilities for the three months ended June 30, 2023 is as follows: Beginning balance as of March 31, 2023 $ 1,025,202 Advances to third-party that will be considered redemption of Series A (1,205,000 ) Change in fair value of preferred stock derivative liabilities (1,490,879 ) Ending balance as of June 30, 2023 $ (1,670,677 ) Beginning balance as of March 31, 2023 $ 18,830,760 Change in fair value of preferred stock derivative liabilities (16,403,090 ) Ending balance as of June 30, 2023 $ 2,427,670 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis | The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis as of: Level 1 Level 2 Level 3 Total Gains June 30, 2023 Warrant derivative liabilities $ - $ - $ 2,138,671 $ 2,197,348 Convertible note - - 323,085 1,029,237 Preferred stock derivative liabilities - - 756,992 17,893,969 Investment – WTRV - - 9,224,785 - March 31, 2023 Warrant derivative liabilities - $ - $ 6,264 $ 4,312,366 Preferred stock derivative liabilities - - 19,855,962 28,611,760 Bitcoin - - - (9,122 ) Investment – WTRV - - 9,224,785 (20,775,215 ) |
Schedule of Reconciliation of the Beginning and Ending Liabilities | The table below shows a reconciliation of the beginning and ending liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended June 30, 2023: Beginning balance as of March 31, 2023 $ (10,637,441 ) Issuance – convertible notes with warrants (5,682,077 ) Net change in unrealized (depreciation) appreciation included in earnings 21,120,554 Ending balance as of June 30, 2023 $ 4,801,036 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Amortization of the Right of use Asset | Maturity of lease liability for the operating leases for the period ended June 30, 2024 $ 113,356 2025 96,157 2026 99,042 2027 33,338 Imputed interest (26,601 ) Total lease liability $ 315,292 Current portion $ 100,142 Non-current portion $ 215,150 |
Schedule of Amortization of the Right of Use Asset | Amortization of the right of use asset for the period ended June 30, 2024 $ 101,140 2025 $ 85,565 2026 $ 90,101 2027 $ 31,107 Total $ 307,913 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 3 Months Ended | ||||
Jun. 30, 2023 | Jun. 21, 2023 | Mar. 31, 2023 | Feb. 08, 2023 | Mar. 31, 2022 | |
Description of Business (Details) [Line Items] | |||||
Percentage of common stock outstanding | 92.40% | ||||
Preferred stock, shares issued | |||||
Combined stated value | $ 100,000,000 | ||||
Adjustment of convertible shares | 26,666,667 | ||||
Fair value | $ 53,913,000 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Preferred stock, shares issued | 8,637.5 | 8,637.5 | 8,637.5 | ||
Series C Preferred Stock [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Preferred stock, shares issued | 1,362.5 | 1,362.5 | 1,362.5 | ||
Convertible Common Stock [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Adjustment of convertible shares | 13,333,333 | ||||
BitNile Metaverse Inc [Member] | Series C Preferred Stock [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Preferred stock par value | $ 10,000 | ||||
BitNile.com, Inc [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Percentage of common stock outstanding | 19.90% | ||||
BitNile.com, Inc [Member] | Ault Alliance, Inc [Member] | |||||
Description of Business (Details) [Line Items] | |||||
Ownership percentage | 100% |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | |||
Apr. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Liquidity and Going Concern [Abstract] | ||||
Net income (loss) to controlling interest of common stockholders | $ 5,945,601 | |||
Net income (loss) | $ 10,196,534 | |||
Working capital | 15,973,816 | $ 25,095,950 | ||
Accumulated deficit | 202,731,837 | |||
Cash and cash equivalents | 2,005 | $ 66,844 | ||
Convertible preferred stock | 12,000,000 | |||
Market capital | 3,500,000 | |||
Principal face amount | $ 6,875,000 | |||
Gross proceeds | $ 5,500,000 | $ 25,000,000 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Details) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||
Issuance of restricted common stock | 100% | |
Noncontrolling interests percentage | 34% | |
Wolf Energy [Member] | ||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||
non-controlling interest | 11% | 9.10% |
Wolf Energy [Member] | ||
Basis of Presentation and Significant Accounting Policies (Details) [Line Items] | ||
Noncontrolling interests percentage | 66% |
Discontinued Operations (Detail
Discontinued Operations (Details) | Jun. 30, 2023 |
Wolf Energy Services, Inc. [Member] | |
Discontinued Operations (Details) [Line Items] | |
Percentage of voting | 66% |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Current Assets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Schedule of Current Assets [Abstract] | ||
Wolf Energy Services, Inc. | $ 1,384,224 | $ 1,297,801 |
Total | $ 1,384,224 | $ 1,297,801 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of Non-Current Assets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Schedule of Non Current Assets [Abstract] | ||
Wolf Energy Services, Inc. | $ 417,237 | $ 984,071 |
Total non-current assets | $ 417,237 | $ 984,071 |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of Current Liabilities - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Discontinued Operations (Details) - Schedule of Current Liabilities [Line Items] | ||
Total current liabilities | $ 3,591,259 | $ 2,952,257 |
Wolf Energy Services, Inc. [Member] | ||
Discontinued Operations (Details) - Schedule of Current Liabilities [Line Items] | ||
Total current liabilities | $ 3,591,359 | $ 2,952,257 |
Discontinued Operations (Deta_5
Discontinued Operations (Details) - Schedule of Non-Current Liabilities - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Schedule of Non Current Liabilities [Abstract] | ||
Wolf Energy Services, Inc. | $ 364,076 | $ 377,786 |
Total non-current liabilities | $ 364,076 | $ 377,786 |
Discontinued Operations (Deta_6
Discontinued Operations (Details) - Schedule of Operations to Discontinued Operations - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Operations to Discontinued Operations [Abstract] | ||
Revenue | $ 7,034,839 | |
Operating expenses | 9,271,487 | |
Wolf Energy Services, Inc. – net loss | (1,143,303) | |
Other loss | 399,170 | |
Net loss from discontinued operations | $ (1,143,303) | $ (2,635,818) |
Discontinued Operations (Deta_7
Discontinued Operations (Details) - Schedule of Calculation of the Gain on Disposal of Trend Discovery | 12 Months Ended |
Jun. 17, 2022 USD ($) | |
Schedule of Calculation of the Gain on Disposal of Trend Discovery [Abstract] | |
Secured note receivable | $ 4,250,000 |
Cash | (27,657) |
Accounts receivable | (222,400) |
Prepaid expenses | (99,566) |
Goodwill | (3,222,799) |
Other assets | (284) |
Accounts payable and accrued expenses | 34,211 |
Gain on disposal of discontinued operations | $ 711,505 |
Asset Purchase (Details)
Asset Purchase (Details) | Mar. 07, 2023 USD ($) |
Asset Purchase [Abstract] | |
Recognized loss on acquisition | $ 54,484,279 |
Asset Purchase (Details) - Sche
Asset Purchase (Details) - Schedule of Acquired the Assets and Liabilities | Jun. 30, 2023 USD ($) |
Schedule of Consideration Paid for the Acquisition [Abstract] | |
Prepaid expenses | $ 620,616 |
Property and equipment | 330,190 |
Intangible assets | 6,239,000 |
Accounts payable and accrued expenses | (3,186,513) |
Due to BitNile.com former parent | (4,404,350) |
Notes payable | (170,222) |
Total | $ (571,279) |
Asset Purchase (Details) - Sc_2
Asset Purchase (Details) - Schedule of Consideration Paid for the Acquisition | Jun. 30, 2023 USD ($) |
Schedule of Consideration Paid for the Acquisition [Abstract] | |
Series B and Series C Preferred Stock | $ 53,913,000 |
Total consideration | $ 53,913,000 |
Revenue (Details)
Revenue (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue [Abstract] | ||
Bitcoin mining operations | $ 45,150 | |
Services revenues | $45,150 | $0 |
Sales service amount | $ 41,250 | $ 0 |
Senior Secured Promissory Not_2
Senior Secured Promissory Note Receivable (Details) - USD ($) | 3 Months Ended | |||
May 15, 2023 | May 15, 2023 | Apr. 27, 2023 | Jun. 30, 2023 | |
Senior Secured Promissory Note Receivable (Details) [Line Items] | ||||
Principal amount | $ 6,875,000 | $ 4,250,000 | ||
Interest rate percentage | 5% | 5% | 5% | |
Maturity date | Jun. 16, 2025 | |||
Secured promissory note | $ 4,250,000 | $ 4,250,000 | ||
Principal amount | $ 6,875,000 | |||
Maturity date, description | June 16, 2025 to May 15, 2025 | |||
Minimum [Member] | ||||
Senior Secured Promissory Note Receivable (Details) [Line Items] | ||||
Principal amount | 4,250,000 | |||
Maximum [Member] | ||||
Senior Secured Promissory Note Receivable (Details) [Line Items] | ||||
Principal amount | $ 4,443,870 | $ 4,443,870 |
Investment - Series A Convert_2
Investment - Series A Convertible Preferred Stock - WTRV (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | |
Investment - Series A Convertible Preferred Stock - WTRV (Details) [Line Items] | ||
Shares received (in Shares) | 1,200 | |
Convertible shares of common stock (in Shares) | 42,253,521 | |
Series A Preferred Stock [Member] | ||
Investment - Series A Convertible Preferred Stock - WTRV (Details) [Line Items] | ||
Investment | $ 30,000,000 | |
Loss on investment | $ 20,775,215 | |
Investment down | $ 9,224,785 |
Investment - Common Stock - W_2
Investment - Common Stock - Wolf Energy Services, Inc. (Details) - USD ($) | 3 Months Ended | |
Aug. 23, 2022 | Jun. 30, 2023 | |
Investment of Common Stock [Abstract] | ||
Acquire of shares (in Shares) | 51,987,832 | |
Issued and outstanding, percentage | 100% | |
Investment value (in Dollars) | $ 5,328,753 | |
Voting common shares, percentage | 66% |
Investment _ Earnity, Inc. (Det
Investment – Earnity, Inc. (Details) | Jun. 30, 2023 | Feb. 08, 2023 |
Investment -Earnity, Inc. [Abstract] | ||
Percentage of ownership | 19.90% | 86% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 32,899 | $ 35,975 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,141,597 | $ 9,141,597 |
Accumulated depreciation and impairment | (4,742,093) | (4,709,194) |
Property and equipment, net | 4,399,504 | 4,432,403 |
Zest Labs freshness hardware, equipment and computer costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,915,333 | 2,915,333 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 125,000 | 125,000 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 40,074 | 40,074 |
Auto – BNC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 220,786 | 220,786 |
Equipment – BNC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 109,404 | 109,404 |
Mining technology equipment– Bitcoin [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,639,868 | 5,639,868 |
Auto – Bitcoin [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 91,132 | $ 91,132 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated useful lives | 15 years | |
Amortization expense | $ 103,983 | $ 0 |
Amortization expense | 5 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 6,100,356 | $ 6,204,339 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 5,097,000 | 5,097,000 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,142,000 | 1,142,000 |
Accumulated amortization - trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | (113,268) | (28,317) |
Accumulated amortization - developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (25,376) | $ (6,344) |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortization Expense | Jun. 30, 2023 USD ($) |
Schedule of Amortization Expense [Abstract] | |
2024 | $ 415,933 |
2025 | 415,933 |
2026 | 415,933 |
2027 | 415,933 |
2028 | 415,933 |
Thereafter | 4,020,691 |
Intangible assets, net | $ 6,100,356 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Schedule of Accrued Expenses [Abstract] | ||
Professional fees and consulting costs | $ 788,230 | $ 703,869 |
Vacation and paid time off | 120,375 | 77,919 |
Legal fees | 48,019 | 171,481 |
Sponsorship | 200,000 | 500,000 |
Compensation | 60,343 | 60,343 |
Interest | 70,429 | 61,722 |
Other | 63,855 | 68,160 |
Total | $ 1,351,251 | $ 1,643,494 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |||
Apr. 27, 2023 | Aug. 06, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrant Derivative Liabilities (Details) [Line Items] | ||||
Registered direct offering closed | $ 20,000,000 | |||
Number of shares sold (in Shares) | 115,942 | |||
Number of warrants granted (in Shares) | 115,942 | |||
Price per share (in Dollars per share) | $ 172.5 | |||
Number of warrants (in Shares) | 8,116 | |||
Warrant exercisable price per share (in Dollars per share) | $ 215,625 | |||
Fair value of warrants estimated | $ 123 | |||
Convertible note | $ 6,875,000 | |||
Exercise of warrant shares (in Dollars per share) | $ 3.28 | |||
Convertible notes | 4,329,755 | |||
Fair value of warrants | (2,197,348) | $ 393,532 | ||
Change in fair value of derivative liabilities | (2,197,348) | $ 393,532 | ||
Warrant [Member] | ||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||
Convertible note | $ 2,728,175 | |||
Fair value of warrants | 2,138,542 | |||
Investor Warrants [Member] | ||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||
Fair value of warrants estimated | 11,201,869 | |||
Placement Agent Warrants [Member] | ||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||
Fair value of warrants estimated | 6 | |||
Placement Agent Warrants [Member] | Warrant [Member] | ||||
Warrant Derivative Liabilities (Details) [Line Items] | ||||
Fair value of warrants estimated | $ 744,530 |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details) - Schedule of Fair Value of Each Warrant is Estimated Using the Black-Scholes Valuation Model - $ / shares | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Servicing Assets at Fair Value [Line Items] | ||
Expected dividend yield | ||
Inception [Member] | ||
Servicing Assets at Fair Value [Line Items] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Minimum [Member] | ||
Servicing Assets at Fair Value [Line Items] | ||
Expected term | 1 year | 3 months |
Expected volatility | 110% | 107% |
Risk-free interest rate | 3.48% | 2.98% |
Market price (in Dollars per share) | $ 0.99 | $ 5.4 |
Minimum [Member] | Inception [Member] | ||
Servicing Assets at Fair Value [Line Items] | ||
Expected volatility | 91% | |
Risk-free interest rate | 1.50% | |
Maximum [Member] | ||
Servicing Assets at Fair Value [Line Items] | ||
Expected term | 5 years | 1 year 10 months 6 days |
Expected volatility | 113% | 110% |
Risk-free interest rate | 3.81% | 3.88% |
Market price (in Dollars per share) | $ 4.5 | $ 39 |
Maximum [Member] | Inception [Member] | ||
Servicing Assets at Fair Value [Line Items] | ||
Expected volatility | 107% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details) - Schedule of Derivative Liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | |
Schedule of Derivative Liabilities [Abstract] | ||
Fair value of 115,942 August 6, 2021 warrants | $ 123 | $ 5,974 |
Fair value of 8,116 August 6, 2021 warrants | 6 | 290 |
Fair value of 2,728,175 April 27, 2023 warrants | 2,138,542 | |
Total | $ 2,138,671 | $ 6,264 |
Warrant Derivative Liabilitie_5
Warrant Derivative Liabilities (Details) - Schedule of Warrant Derivative Liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Warrant Derivative Liabilities [Abstract] | ||
Beginning balance | $ 6,264 | $ 4,318,630 |
Issuances of warrants – derivative liabilities | 4,329,755 | |
Warrants exchanged for common stock | ||
Change in fair value of warrant derivative liabilities | (2,197,348) | (393,532) |
Ending balance | $ 2,138,671 | $ 3,925,098 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 3 Months Ended | ||||
Mar. 06, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 16, 2022 | Dec. 28, 2018 | |
Long-Term Debt [Abstract] | |||||
Credit facility amount | $ 10,000,000 | ||||
Annual rate percentage | 12% | ||||
Debt description | The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $570,000 being deposited directly into the Company. | ||||
Accrued interest | $ 8,707 | ||||
Interest accrued | 70,429 | ||||
Long term secured note payable | $ 80,324 | ||||
Maturity date | Feb. 13, 2028 | ||||
Debt percentage | 5.79% | ||||
Repaid amount | $ 170,222 | ||||
Loan bears interest rate | 14.18% | ||||
Interest expense | $ 15,793 | $ 11,754 |
Long-Term Debt (Details) - Sche
Long-Term Debt (Details) - Schedule of long-term debt - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | |
Schedule of Long-Term Debt [Abstract] | |||
Total long-term debt | $ 521,553 | $ 529,372 | |
Less: current portion | (324,737) | (323,818) | |
Long-term debt, net of current portion | 196,816 | 205,554 | |
Credit facility -Trend Discovery SPV 1, LLC [Member] | |||
Schedule of Long-Term Debt [Abstract] | |||
Total long-term debt | [1] | 291,036 | 291,036 |
Auto loan – Ford [Member] | |||
Schedule of Long-Term Debt [Abstract] | |||
Total long-term debt | [2] | 65,111 | 68,114 |
Auto loan – Cadillac [Member] | |||
Schedule of Long-Term Debt [Abstract] | |||
Total long-term debt | [3] | $ 165,406 | $ 170,222 |
[1]On December 28, 2018, the Company entered into a $10,000,000 credit facility that includes a loan and security agreement where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by demand notes executed by the Company. The Company is able to request draws from the lender up to $1,000,000 with a cap of $10,000,000. In the year ended March 31, 2022, the Company borrowed $595,855, which includes $25,855 in commitment fees, with the balance of $570,000 being deposited directly into the Company. Interest incurred for the three months ended June 30, 2023 was $8,707 and accrued as of June 30, 2023 was $70,429. With the sale of Trend Holdings, we can no longer access this line of credit.[2] On February 16, 2022, the Company entered into a long-term secured note payable for $80,324 for a service truck maturing February 13, 2028. The note is secured by the collateral purchased and accrues interest annually at 5.79% with principal and interest payments due monthly. There is no accrued interest as of June 30, 2023. |
Long-Term Debt (Details) - Sc_2
Long-Term Debt (Details) - Schedule of Maturities | Jun. 30, 2023 USD ($) |
Schedule of Maturities [Abstract] | |
2024 | $ 324,737 |
2025 | 37,719 |
2026 | 42,277 |
2027 | 47,464 |
2028 | 48,349 |
Thereafter | 21,007 |
Total | $ 521,553 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | |
Apr. 27, 2023 | Jun. 30, 2023 | |
Notes Payable (Details) [Line Items] | ||
Related party | $ 781,898 | |
Principal face amount | $ 6,875,000 | 4,250,000 |
Gross proceeds | $ 5,500,000 | $ 25,000,000 |
Convertible common stock price per share (in Dollars per share) | $ 3.28 | |
Notes payable | $ 5,500,000 | |
Shares issued (in Shares) | 1,375,000 | 241,096 |
Convertible Notes [Member] | ||
Notes Payable (Details) [Line Items] | ||
Gross proceeds | $ 5,500,000 | |
Convertible common stock price per share (in Dollars per share) | $ 3.28 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Amortization of Discount Related to the Convertible Note - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Amortization of Discount Related to the Convertible Note [Abstract] | ||
Beginning balance as of March 31, 2023 | ||
Issuance of convertible notes | 6,875,000 | |
Less: Original issue discount - inception | (1,375,000) | |
Amortization of original issue discount | 241,096 | |
Less: Debt discount – reclassification to derivative liability | (5,500,000) | |
Ending balance as of June 30, 2023 | $ 241,096 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Convertible Note Derivative Liabilities - Convertible Notes Payable [Member] | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance as of March 31, 2023 | |
Issuances of convertible note – derivative liabilities | 1,352,322 |
Change in fair value of convertible note derivative liabilities | (1,029,237) |
Ending balance as of June 30, 2023 | $ 323,085 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
Jun. 30, 2023 | Apr. 27, 2023 | Apr. 04, 2023 | Feb. 08, 2023 | Dec. 09, 2022 | Nov. 14, 2022 | Jun. 08, 2022 | Jan. 23, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 07, 2023 | Nov. 28, 2022 | |
Preferred Stock (Details) [Line Items] | |||||||||||||
Common stock shares issued (in Shares) | 3,429 | ||||||||||||
Total purchase price | $ 12,000,000 | ||||||||||||
Converted shares amount | $ 4,329,755 | ||||||||||||
Conversion price (in Dollars per share) | $ 63 | $ 63 | |||||||||||
Beneficial ownership limitation | 19.90% | ||||||||||||
Beneficial ownership limitation, description | The shares of BitNile Metaverse Series A as amended are also subject to a 4.99% beneficial ownership limitation, which may be increased to up to 9.9% by the holder by giving 61 days’ notice to the Company. | ||||||||||||
Description of agreement purchaser | On November 28, 2022, the Company, following an agreement with the Purchaser, the Company amended the Certificate of Designations of Rights, Preferences and Limitations (the “Certificate”) of the BitNile Metaverse Series A previously issued to the Purchaser to: (i) increase the stated value of the BitNile Metaverse Series A from $10,000 to $10,833.33; (ii) provide for the dividends payable under the BitNile Metaverse Series A to be payable in common stock rather than cash effective November 1, 2022, and (iii) reduce the conversion price of the BitNile Metaverse Series A from $63.00 to the lesser of (a) $30.00 or (b) the higher of (1) 80% of the 10-day daily volume weighted average price, or (2) $7.50. The amendment on November 28, 2022 constituted a modification to the classification of the BitNile Metaverse Series A from mezzanine equity to liability. The Company determined in accordance with ASC 470-50-40, that the amendment would be accounted for as a debt modification as opposed to a debt extinguishment as the amendment did not meet the 10% threshold when comparing the present value of the remaining cash flows to the value to the original terms of the BitNile Metaverse Series A. As a result of this modification, the Company recognized a debt modification expense of $879,368. Upon reclassification to preferred stock liability, the Company analyzed the terms and determined that the preferred stock liability was considered a derivative liability and measured the derivative liability at inception (November 28, 2022). This measurement resulted in a gain of $2,878,345. | ||||||||||||
Holders percentage | 25% | ||||||||||||
Equity, description | (i)payment or declaration of any dividend (other than pursuant to the BitNile Metaverse Series A Certificate); (ii)investment in, purchase or acquisition of any assets or capital stock of any entity for an amount that exceeds $100,000 in any one transaction or $250,000, in the aggregate; (iii)issuance of any shares of common stock or other securities convertible into or exercisable or exchangeable for shares of common stock; (iv)incurrence of indebtedness, liens, or guaranty obligations, in an aggregate amount in excess of $50,000 in any individual transaction or $100,000 in the aggregate with customary exceptions. (v)sale, lease, transfer or disposal of any of its properties having a value calculated in accordance with GAAP of more than $50,000; (vi)increase in any manner the compensation or fringe benefits of any of its directors, officers, employees; and (vii)merger or consolidation with, or purchase a substantial portion of the assets of, or by any other manner the acquisition or combination with any business or entity. | ||||||||||||
Warrant, description | Prior to its cancellation, the Warrant, as amended, provided the Purchaser or its assignees (the “Holder”) with the right to purchase a number of shares of common stock as would enable the holder together with its affiliates to beneficially own 49% of the Company’s common stock, calculated on a fully diluted basis, at an exercise price of $0.03 per share, including the Commitment Shares and Conversion Shares unless sold. Subject to stockholder approval, the Warrant was to vest and become exercisable into shares of the Company’s stock if, as of June 8, 2024: (i) the Company had failed to complete the distributions to the Company’s security holders or to any other subsidiary of the Company’s equity ownership of its three principal subsidiaries: Agora, Banner Midstream and Zest Labs (or their principal subsidiaries) (the “Distributions”), and/or (ii) the Holder together with its affiliates does not beneficially own at least 50% of the Company’s outstanding common stock. Provided, the Company must retain 20% of its common stock of Agora. The Warrant was to be exercised on a cashless basis and expire on June 8, 2027. | ||||||||||||
Warrant amount | $ 100 | ||||||||||||
Commitment shares issued (in Shares) | 174,882 | ||||||||||||
Common stock issuable (in Shares) | 171,453 | ||||||||||||
Outstanding common stock percentage | 19.90% | ||||||||||||
Conversion amount | $ 3,923 | ||||||||||||
Derivative liabilities | $ 7,218,319 | ||||||||||||
Converted share (in Shares) | 38,015 | ||||||||||||
Change in fair value | $ (182,077) | ||||||||||||
Percentage of ownership | 19.90% | 86% | 19.90% | ||||||||||
Conversion of the preferred stock (in Shares) | 26,666,667 | 26,666,667 | |||||||||||
Total gross proceeds | $ 100,000,000 | $ 100,000,000 | |||||||||||
Outstanding common stock percentage | 92.40% | ||||||||||||
Fair value of discounted cash flow method | $ 53,913,000 | ||||||||||||
Shares of common stock (in Shares) | 163,393 | 163,393 | |||||||||||
Gross proceeds | $ 5,500,000 | $ 25,000,000 | |||||||||||
Percentage of dividends | 12% | ||||||||||||
Selling of properties amount | $ 50,000 | ||||||||||||
Percentage of common stock shares | 200% | ||||||||||||
Shares of common stock (in Shares) | 1,000,000,000 | 1,000,000,000 | |||||||||||
Series A [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Purchaser shares (in Shares) | 1,200 | ||||||||||||
Conversion amount | $ 3,500,000 | ||||||||||||
Value of derivative liability | $ 169,323 | $ 169,323 | |||||||||||
Change in fair value | 1,490,879 | ||||||||||||
Advanced third-party related to obligation amount | $ 1,205,000 | $ 1,205,000 | $ 635,000 | ||||||||||
Conversion of the preferred stock (in Shares) | 10,833.33 | 10,833.33 | |||||||||||
BitNile Metaverse Series A [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Converted shares amount | $ 10,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Converted share (in Shares) | 50 | ||||||||||||
BitNile Metaverse Series B and C [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Outstanding common stock percentage | 19.90% | ||||||||||||
Series B [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Outstanding common stock percentage | 25% | ||||||||||||
Conversion of the preferred stock (in Shares) | 8,637.5 | ||||||||||||
Common stock convertible per share (in Dollars per share) | $ 7.5 | ||||||||||||
Shares of common stock (in Shares) | 1,333 | 1,333 | |||||||||||
Percentage of dividends | 5% | ||||||||||||
Dividend term | 2 years | ||||||||||||
Liquidation preference | $ 11,000 | $ 11,000 | |||||||||||
Series C [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Conversion of the preferred stock (in Shares) | 1,362.5 | ||||||||||||
Preferred Stock [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Value of derivative liability | $ 2,427,669 | $ 2,427,669 | $ 42,426,069 | ||||||||||
Percentage of ownership | 19.90% | 19.90% | |||||||||||
Total gross proceeds | $ 100,000,000 | ||||||||||||
Preferred shares issued (in Shares) | 13,333,333 | ||||||||||||
Change in fair value | $ 16,403,090 | ||||||||||||
Series B and Series C [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Accrued dividend | $ 1,597,222 | ||||||||||||
Ault Lending LLC [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Advance payments | $ 3,250,000 | ||||||||||||
White River Energy Corp [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Advance payments | $ 3,250,000 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of Preferred Stock Liability is Estimated Using the Black Scholes Valuation Model - Black-Scholes Valuation Model [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Mar. 31, 2023 | |
Preferred Stock (Details) - Schedule of Preferred Stock Liability is Estimated Using the Black Scholes Valuation Model [Line Items] | ||
Expected dividend yield | ||
Minimum [Member] | ||
Preferred Stock (Details) - Schedule of Preferred Stock Liability is Estimated Using the Black Scholes Valuation Model [Line Items] | ||
Expected term | 1 year 7 months 28 days | 1 year 7 months 28 days |
Expected volatility | 108% | 108% |
Risk-free interest rate | 3.48% | 3.48% |
Market price (in Dollars per share) | $ 1.15 | $ 3.6 |
Maximum [Member] | ||
Preferred Stock (Details) - Schedule of Preferred Stock Liability is Estimated Using the Black Scholes Valuation Model [Line Items] | ||
Expected term | 2 years | 2 years |
Expected volatility | 110% | 110% |
Risk-free interest rate | 3.88% | 3.88% |
Market price (in Dollars per share) | $ 22.8 | $ 22.8 |
Preferred Stock (Details) - S_2
Preferred Stock (Details) - Schedule of Activity Related to the Preferred Stock Derivative Liabilities | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Series A Preferred Stock [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | $ 1,025,202 |
Advances to third-party that will be considered redemption of Series A | (1,205,000) |
Change in fair value of preferred stock derivative liabilities | (1,490,879) |
Ending balance | (1,670,677) |
Series B and C Preferred Stock [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Beginning balance | 18,830,760 |
Change in fair value of preferred stock derivative liabilities | (16,403,090) |
Ending balance | $ 2,427,670 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Jun. 30, 2023 | Jan. 24, 2023 | Aug. 07, 2022 | Apr. 12, 2022 | Mar. 31, 2022 | Dec. 07, 2021 | Oct. 01, 2021 | Oct. 01, 2021 | Sep. 22, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Jun. 28, 2023 | Jun. 16, 2023 | May 08, 2023 | May 04, 2023 | Dec. 30, 2022 | Sep. 09, 2022 | Jun. 08, 2022 | |
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Preferred stock outstanding | |||||||||||||||||||
Preferred stock issued | |||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 5 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Common stock shares outstanding | 2,359,306 | 2,359,306 | 1,383,832 | ||||||||||||||||
Offering proceeds (in Dollars) | $ 3,500,000 | ||||||||||||||||||
Unsold shares | 163,393 | 163,393 | |||||||||||||||||
Percentage of gross proceeds | 3% | ||||||||||||||||||
Fees amount (in Dollars) | $ 30,000 | $ 30,000 | |||||||||||||||||
Disbursements amount (in Dollars) | 2,500 | ||||||||||||||||||
Company issued (in Dollars) | $ 40,022 | 40,022 | |||||||||||||||||
Preferred stock dividend (in Dollars) | $ 300,158 | ||||||||||||||||||
Preferred stock dividend shares | 935,452 | 935,452 | |||||||||||||||||
Amount received in ATM (in Dollars) | $ 1,780,440 | ||||||||||||||||||
Common stock shares issued | 2,359,306 | 2,359,306 | 1,383,832 | ||||||||||||||||
Common stock authorized | 3,333,333 | 3,333,333 | 3,333,333 | ||||||||||||||||
Purchase equipment common stock (in Dollars) | $ 4,167,112 | ||||||||||||||||||
Restricted common shares issued | 5,215,287 | ||||||||||||||||||
Share issuance percentage | 90% | ||||||||||||||||||
Stock-based compensation (in Dollars) | $ 2,000,000 | $ 4,600,000 | $ 12,166,680 | ||||||||||||||||
Performance based grants (in Dollars) | $ 10,833,320 | $ 1,721,312 | |||||||||||||||||
Deployment (in Dollars) | 5,416,660 | ||||||||||||||||||
Deployment Total (in Dollars) | $ 23,000,000 | ||||||||||||||||||
Estimated value per share (in Dollars per share) | $ 5 | $ 5 | $ 1 | ||||||||||||||||
Issuance of shares percentage | 89% | ||||||||||||||||||
Restricted stock shares | 2,833,336 | ||||||||||||||||||
Considered performance grants | 2,166,664 | ||||||||||||||||||
Service based grants (in Dollars) | $ 10,054,632 | ||||||||||||||||||
Share-based compensation of stock options (in Dollars) | 258,655 | $ 182,561 | |||||||||||||||||
Share-based compensation expense (in Dollars) | 438,231 | ||||||||||||||||||
Accrued total (in Dollars) | $ 237,499 | 237,499 | |||||||||||||||||
Share-based compensation is accrued amount (in Dollars) | $ 675,730 | ||||||||||||||||||
BitNile metaverse common stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Common stock shares issued | 2,359,306 | 2,359,306 | |||||||||||||||||
Agora Common Stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock authorized | 250,000,000 | 250,000,000 | |||||||||||||||||
Purchase of shares | 100 | ||||||||||||||||||
share of agora (in Dollars) | $ 10 | ||||||||||||||||||
Shares purchased | 41,671,121 | 41,671,121 | |||||||||||||||||
Restricted common shares issued | 5,000,000 | ||||||||||||||||||
Unrecognized stock-based compensation expense (in Dollars) | $ 8,333,320 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Shares outstanding | 40,022 | ||||||||||||||||||
Restricted common shares issued | 630,206 | ||||||||||||||||||
Year One [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Performance based grants (in Dollars) | $ 9,611,145 | ||||||||||||||||||
Year Two [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Performance based grants (in Dollars) | 1,861,096 | ||||||||||||||||||
Year Three[Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Performance based grants (in Dollars) | 694,436 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
share of agora (in Dollars) | $ 4,000,000 | 4,000,000 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
share of agora (in Dollars) | 2,000,000 | $ 2,000,000 | |||||||||||||||||
Estimated value per share (in Dollars per share) | $ 1 | ||||||||||||||||||
Texas [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Deployment (in Dollars) | $ 5,416,660 | ||||||||||||||||||
Series A [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Preferred stock outstanding | 882 | ||||||||||||||||||
Preferred stock issued | 882 | 882 | |||||||||||||||||
Series A [Member] | Ecoark Holdings Preferred Stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Preferred stock issued | 1,200 | ||||||||||||||||||
Series B [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Shares outstanding | 8,637.5 | ||||||||||||||||||
Unsold shares | 1,333 | 1,333 | |||||||||||||||||
Series C [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Shares outstanding | 1,362.5 | ||||||||||||||||||
20 MW Power Contract in Texas [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Restricted common shares issued | 1,083,332 | ||||||||||||||||||
Restricted shares | 250,000 | ||||||||||||||||||
40 MW Power Contract in Texas [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Restricted shares | 250,000 | 1,083,332 | |||||||||||||||||
BitNile Metaverse [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Authorized shares | 3,333,333 | ||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Approximately amount (in Dollars) | $ 3,500,000 | ||||||||||||||||||
BitNile Metaverse [Member] | Maximum [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Authorized shares | 100,000,000 | ||||||||||||||||||
BitNile Metaverse [Member] | Minimum [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Authorized shares | 3,333,333 | ||||||||||||||||||
BitNile Metaverse Common Stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Common stock shares outstanding | 3,429 | 3,429 | |||||||||||||||||
BitNile metaverse common stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Common stock shares outstanding | 1,383,832 | ||||||||||||||||||
Agora Common Stock [Member] | |||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | |||||||||||||||||||
Common stock shares outstanding | 400,000 | ||||||||||||||||||
Restricted common shares issued | 4,600,000 | 4,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||||
Jan. 26, 2023 | Dec. 27, 2022 | Jul. 15, 2022 | Apr. 09, 2021 | Oct. 17, 2022 | Apr. 22, 2022 | Jun. 30, 2023 | Jun. 28, 2023 | Jun. 21, 2023 | May 08, 2023 | Mar. 31, 2023 | Jan. 24, 2023 | Dec. 30, 2022 | Aug. 07, 2022 | Mar. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Damages value | $ 115,000,000 | ||||||||||||||
Punitive damages | 50,000,000 | ||||||||||||||
Purchased equipment | $ 414,026.83 | $ 1,666,187.18 | $ 256,733.28 | ||||||||||||
Description of nasdaq compliance | On December 27, 2022, the Company received a letter from Nasdaq notifying the Company of its noncompliance with stockholder approval requirements set forth in Listing Rule 5635(d), which requires stockholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined therein). Additionally, the letter indicates that the Company violated Nasdaq’s voting rights rule set forth in Listing Rule 5640. The matters described in the letter relate to an amendment to the Certificate of Designation of Rights, Preferences and Limitations (the “Certificate”) of the Series A, shares of which were issued by the Company on June 8, 2022 in a private placement transaction which was previously disclosed on a Current Report on Form 8-K filed on June 9, 2022. Specifically, the Company amended the Certificate on November 28, 2022 to: (i) increase the stated value of the Series A from $10,000 to $10,833.33; (ii) provide for the dividends payable under the Series A to be payable in Common Stock rather than cash effective beginning November 1, 2022, and (iii) reduce the conversion price of the Series A from $63.00 to the lesser of (1) $30.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $7.50 (the “Amendment”). According to the letter, the Company was required to obtain stockholder approval to effect the Amendment because the Series A as amended provides for the potential issuance of 1,733,333 shares of Common Stock at less than the Minimum Price under Listing Rule 5635(d), and the Amendment also violates Listing Rule 5640 by providing the holder of the Series A with voting rights on an as-converted basis with the Series A convertible into Common Stock at a discount, thereby violating Listing Rule 5640. | ||||||||||||||
Preferred stock value | $ 30,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 5 | $ 1 | |||||||||||||
Transferred amount | $ 3,000,000 | ||||||||||||||
Series C shares (in Shares) | |||||||||||||||
Preferred stock collective stated value | $ 100,000,000 | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 5 | ||||||||||
Common stock traded per share (in Dollars per share) | $ 0.1 | ||||||||||||||
Common stock aggregate shares (in Shares) | 100,000,000 | ||||||||||||||
Walmart Inc. [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Compensatory damages | 65,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Subsequently reduced | 110,000,000 | ||||||||||||||
Purchase aggregating obligations | $ 4,000,000 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Subsequently reduced | $ 60,000,000 | ||||||||||||||
Price per share (in Dollars per share) | $ 1 | ||||||||||||||
Purchase aggregating obligations | $ 2,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Series C shares (in Shares) | 8,637.5 | 8,637.5 | 8,637.5 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Series C shares (in Shares) | 1,362.5 | 1,362.5 | 1,362.5 | ||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||||
Outstanding voting power | 92.40% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Jun. 30, 2023 USD ($) |
Series A Preferred Stock [Member] | |
Fair Value Measurements (Details) [Line Items] | |
Derivative liabilities | $ 1,840,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 |
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis [Line Items] | ||
Warrant derivative liabilities | $ 2,197,348 | $ 4,312,366 |
Convertible note | 1,029,237 | |
Preferred stock derivative liabilities | 17,893,969 | 28,611,760 |
Bitcoin | (9,122) | |
Investment – WTRV | (20,775,215) | |
Level 1 [Member] | ||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis [Line Items] | ||
Warrant derivative liabilities | ||
Convertible note | ||
Preferred stock derivative liabilities | ||
Bitcoin | ||
Investment – WTRV | ||
Level 2 [Member] | ||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis [Line Items] | ||
Warrant derivative liabilities | ||
Convertible note | ||
Preferred stock derivative liabilities | ||
Bitcoin | ||
Investment – WTRV | ||
Level 3 [Member] | ||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis [Line Items] | ||
Warrant derivative liabilities | 2,138,671 | 6,264 |
Convertible note | 323,085 | |
Preferred stock derivative liabilities | 756,992 | 19,855,962 |
Bitcoin | ||
Investment – WTRV | $ 9,224,785 | $ 9,224,785 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Reconciliation of the Beginning and Ending Liabilities | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule of Reconciliation of the Beginning and Ending Liabilities [Abstract] | |
Beginning balance as of March 31, 2023 | $ (10,637,441) |
Issuance – convertible notes with warrants | (5,682,077) |
Net change in unrealized (depreciation) appreciation included in earnings | 21,120,554 |
Ending balance as of June 30, 2023 | $ 4,801,036 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Leases (Details) [Line Items] | |||
Unamortized lease right of use asset | $ 307,913 | $ 339,304 | |
Lease liability | $ 315,292 | ||
Operating expenses | 12,192,449 | $ 8,276,109 | |
Lease Agreements [Member] | |||
Leases (Details) [Line Items] | |||
Operating expenses | $ 35,588 | $ 35,588 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Maturity of Operating Lease Liability | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule of Maturity of Operating Lease Liability [Abstract] | |
2024 | $ 113,356 |
2025 | 96,157 |
2026 | 99,042 |
2027 | 33,338 |
Imputed interest | (26,601) |
Total lease liability | 315,292 |
Current portion | 100,142 |
Non-current portion | $ 215,150 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Amortization of the Right of Use Asset | Jun. 30, 2023 USD ($) |
Schedule of Amortization of The Right of Use Asset [Abstract] | |
2024 | $ 101,140 |
2025 | 85,565 |
2026 | 90,101 |
2027 | 31,107 |
Total | $ 307,913 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Additional amount | $ 781,898 | |
Outstanding amount | 6,564,541 | |
Hospitality service sales | 41,150 | $ 0 |
Parent allocated | $ 888,267 | |
Remains outstanding cost | $ 0 |