0001214659-24-002043.txt : 20240206
0001214659-24-002043.hdr.sgml : 20240206
20240206183017
ACCESSION NUMBER: 0001214659-24-002043
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: Pulsipher Kayson C.
CENTRAL INDEX KEY: 0002006566
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40701
FILM NUMBER: 24601549
MAIL ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PKWY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
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-64577.xml
PRIMARY DOCUMENT
X0206
3
2024-01-29
0
0001437491
RiskOn International, Inc.
ROI
0002006566
Pulsipher Kayson C.
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS
NV
89141
false
true
false
false
Chief Financial Officer
Series C Convertible Preferred Stock
7.5
Common Stock
11667
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 8.75 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C") in exchange for 8,750 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/ Kayson C. Pulsipher
2024-02-06