UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): January 23, 2024
RISKON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-40701 | | 30-0680177 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
303 Pearl Parkway Suite 200, San Antonio, TX 78215
(Address of principal executive offices) (Zip Code)
(800) 762-7293
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value | | ROI | | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On January 23, 2024, RiskOn International, Inc., a Nevada corporation (the “Company”), received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, as a result of Milton C. Ault, III’s appointment to the board of directors of the Company (the “Board”) effective January 4, 2024, the Company currently has six (6) directors, with only three (3) of which qualify as independent directors. As such, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605, which requires, among other things, a listed company to have at least a majority of its Board members qualify as independent directors.
Pursuant to Nasdaq Listing Rule 5605(b)(1)(A), the Company is entitled to a “cure period” until the earlier of the Company’s next annual shareholders’ meeting or January 6, 2025, or if the next annual shareholders’ meeting is held before July 2, 2024, then the Company must evidence compliance no later than July 2, 2024. The Company intends to appoint one or more independent directors to the Board prior to the end of the cure period.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
101 | | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RISKON INTERNATIONAL, INC. |
| | |
| | |
| Dated: January 26, 2024 | /s/ Henry Nisser | |
| | Henry Nisser |
| | President and General Counsel |
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