SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AULT MILTON C III

(Last)

(First)

(Middle)

11411 SOUTHERN HIGHLANDS PARKWAY

SUITE 240

(Street)

LAS VEGAS

89141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2023

3. Issuer Name and Ticker or Trading Symbol
BitNile Metaverse, Inc. [ BNMV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	148,462	I	By Ault Lending, LLC⁽¹⁾
Common Stock	3,000	I	By Ault Alpha LP⁽²⁾
Common Stock	1,600	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Redeemable Preferred Stock	06/08/2022	⁽³⁾	Common Stock	1,274,000⁽⁴⁾⁽⁵⁾	$7.5⁽⁶⁾	I	By Ault Lending, LLC⁽¹⁾
Series B Convertible Preferred Stock	03/06/2023	⁽³⁾	Common Stock	11,516,667⁽⁵⁾⁽⁷⁾	$7.5⁽⁸⁾	I	By Ault Alliance, Inc⁽⁹⁾
Series C Convertible Preferred Stock	⁽¹⁰⁾	⁽³⁾	Common Stock	433,334⁽⁵⁾⁽¹¹⁾	$7.5⁽⁸⁾	I	By Ault Alliance, Inc⁽⁹⁾

Explanation of Responses:

1. 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.

2. 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.

3. The preferred stock has no expiration date.

4. 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.

5. 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.

6. 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

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

Remarks:

	/s/ Milton C. Ault, III	08/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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