0001214659-24-002045.txt : 20240206 0001214659-24-002045.hdr.sgml : 20240206 20240206183024 ACCESSION NUMBER: 0001214659-24-002045 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240129 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Horne William B. CENTRAL INDEX KEY: 0001333268 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40701 FILM NUMBER: 24601553 MAIL ADDRESS: STREET 1: C/O AULT ALLIANCE, INC. STREET 2: 940 SOUTH COAST DRIVE, SUITE 200 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER NAME: FORMER CONFORMED NAME: Horne William E DATE OF NAME CHANGE: 20190531 FORMER NAME: FORMER CONFORMED NAME: Horne William B DATE OF NAME CHANGE: 20190524 FORMER NAME: FORMER CONFORMED NAME: Horne William E DATE OF NAME CHANGE: 20190524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RiskOn International, Inc. CENTRAL INDEX KEY: 0001437491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: (800) 762-7293 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 FORMER COMPANY: FORMER CONFORMED NAME: BitNile Metaverse, Inc. DATE OF NAME CHANGE: 20230321 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 3 1 marketforms-64575.xml PRIMARY DOCUMENT X0206 3 2024-01-29 0 0001437491 RiskOn International, Inc. ROI 0001333268 Horne William B. 303 PEARL PARKWAY SUITE 200 SAN ANTONIO TX 78215 true false false false Series C Convertible Preferred Stock 7.5 Common Stock 333333 D Pursuant to a Share Exchange Agreement, as amended, by and among the Issuer and Ault Alliance, Inc. as majority shareholder of BitNile.com, Inc., and certain minority shareholders of BitNile.com, Inc. including the Reporting Person, the Reporting Person acquired 250 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C") in exchange for 250,000 shares of BitNile.com, Inc. Each share of the Issuer's Series C is convertible by dividing the stated value of $10,000 by $7.50, subject to a 4.99% beneficial ownership limitation. 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. The conversion rights are also subject to certain beneficial ownership limitations contained in the Certificate of Designation for the Series C and the 19.9% beneficial ownership limitation imposed by the Rules of the Nasdaq Stock Market without shareholder approval. The Series C has no expiration date. 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 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. /s/ William B. Horne 2024-02-06