0001214659-23-011694.txt : 20230825 0001214659-23-011694.hdr.sgml : 20230825 20230825172011 ACCESSION NUMBER: 0001214659-23-011694 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230825 DATE AS OF CHANGE: 20230825 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AULT MILTON C III CENTRAL INDEX KEY: 0001212502 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40701 FILM NUMBER: 231209358 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BitNile Metaverse, Inc. CENTRAL INDEX KEY: 0001437491 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 303 PEARL PARKWAY SUITE 200 CITY: SAN ANTONIO STATE: TX ZIP: 78215 BUSINESS PHONE: (800) 762-7293 MAIL ADDRESS: STREET 1: 303 PEARL PARKWAY SUITE 200 CITY: SAN ANTONIO STATE: TX ZIP: 78215 FORMER COMPANY: FORMER CONFORMED NAME: Ecoark Holdings, Inc. DATE OF NAME CHANGE: 20160325 FORMER COMPANY: FORMER CONFORMED NAME: Magnolia Solar Corp DATE OF NAME CHANGE: 20100107 FORMER COMPANY: FORMER CONFORMED NAME: Mobilis Relocation Services Inc. DATE OF NAME CHANGE: 20080612 3 1 marketforms-62343.xml PRIMARY DOCUMENT X0206 3 2023-08-22 0 0001437491 BitNile Metaverse, Inc. BNMV 0001212502 AULT MILTON C III 11411 SOUTHERN HIGHLANDS PARKWAY SUITE 240 LAS VEGAS NV 89141 false false true false Common Stock 148462 I By Ault Lending, LLC Common Stock 3000 I By Ault Alpha LP Common Stock 1600 D Series A Convertible Redeemable Preferred Stock 7.50 2022-06-08 Common Stock 1274000 I By Ault Lending, LLC Series B Convertible Preferred Stock 7.50 2023-03-06 Common Stock 11516667 I By Ault Alliance, Inc Series C Convertible Preferred Stock 7.50 Common Stock 433334 I By Ault Alliance, Inc Ault Lending, LLC ("Ault Lending") is a wholly owned subsidiary of Ault Alliance, Inc ("AAI"). The Reporting Person is the Executive Chairman of AAI and is deemed to have voting and investment power with respect to the securities held of record by Ault Lending. Milton C. Ault, III, is the Manager of Ault Alpha GP LLC ("Ault GP") and Ault Capital Management LLC ("AC Management"). Ault GP and AC Management are the general partner and investment manager to Ault Alpha LP ("Ault Alpha"), respectively. As such, Mr. Ault is deemed to beneficially own the shares held by Ault Alpha. The preferred stock has no expiration date. This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series A Convertible Preferred Stock currently owned by the Reporting Person. However, (i) the Series A Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series A Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series A Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of June 8, 2022. In addition, this number of shares of common stock does not include shares of common stock that may be issued in lieu of cash for dividend payments. The conversion price is the lesser of (1) $30.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $7.50v This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. The Series B Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended, pursuant to which the Series B Convertible Preferred Stock was issued. Until such time as the issuance of all such possible shares of common stock upon conversion of the Series B Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person, along with other holders of preferred stock issued in the transaction that closed on March 6, 2023, are prohibited from converting the Series B Convertible Preferred Stock (and other securities beneficially owned by the Reporting Person) into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023. The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer 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 then in effect. The Reporting Person is the Executive Chairman of AAI and is deemed to have voting and investment power with respect to the securities held of record by AAI. The Series C Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the share exchange agreement, as amended, pursuant to which the Series C Convertible Preferred Stock was issued. This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series C Convertible Preferred Stock currently owned by Reporting Person. However, (i) the Series C Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series C Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series C Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023. /s/ Milton C. Ault, III 2023-08-25