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