0001214659-22-014162.txt : 20221123
0001214659-22-014162.hdr.sgml : 20221123
20221123163048
ACCESSION NUMBER: 0001214659-22-014162
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 17
CONFORMED PERIOD OF REPORT: 20221123
ITEM INFORMATION: Submission of Matters to a Vote of Security Holders
ITEM INFORMATION: Regulation FD Disclosure
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20221123
DATE AS OF CHANGE: 20221123
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BitNile Holdings, Inc.
CENTRAL INDEX KEY: 0000896493
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
IRS NUMBER: 941721931
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12711
FILM NUMBER: 221416721
BUSINESS ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
BUSINESS PHONE: (949) 444-5464 3679
MAIL ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
FORMER COMPANY:
FORMER CONFORMED NAME: Ault Global Holdings, Inc.
DATE OF NAME CHANGE: 20210119
FORMER COMPANY:
FORMER CONFORMED NAME: DPW Holdings, Inc.
DATE OF NAME CHANGE: 20171229
FORMER COMPANY:
FORMER CONFORMED NAME: DIGITAL POWER CORP
DATE OF NAME CHANGE: 19960823
8-K
1
g11232208k.htm
Date of Report (Date of earliest event reported): November
23, 2022
BITNILE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-12711
94-1721931
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
11411 Southern Highlands Parkway, Suite 240,
Las Vegas, NV89141
(Address of principal executive offices) (Zip Code)
(949)444-5464
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
NILE
NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
NILE PRD
NYSE American
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 23, 2022, BitNile Holdings, Inc. (the “Company”)
convened its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on September 26,
2022, the record date for the Annual Meeting, 340,069,402 shares of common stock of the Company were issued and outstanding and entitled
to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on seven proposals, each of which is described in more detail
in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September
23, 2022. Stockholders approved proposals 1, 2, 3, 6 and 7, and rejected proposals 4 and 5 presented for a vote. The tables below set
forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon
by the Company’s stockholders.
Proposal One: The election of seven director nominees named by the
Company to hold office until the next annual meeting of stockholders.
For
Against
Abstain
Broker Non-Votes
Milton C. Ault, III
90,834,197
30,340,778
2,579,705
56,056,879
William B. Horne
90,677,623
29,417,886
3,659,171
56,056,879
Henry C. Nisser
90,370,757
29,506,305
3,877,618
56,056,879
Robert O. Smith
89,317,969
30,276,495
4,160,216
56,056,879
Howard Ash
89,816,820
29,779,262
4,158,598
56,056,879
Jeffrey A. Bentz
91,341,683
28,177,259
4,235,738
56,056,879
Mordechai Rosenberg
91,719,337
27,709,155
4,326,188
56,056,879
Proposal Two: The ratification of Marcum LLP,
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
For
Against
Abstain
Broker Non-Votes
158,508,739
16,521,406
4,781,414
0
Proposal Three: Approval, on a non-binding advisory
basis, of the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
77,723,245
43,326,219
2,705,216
56,056,879
Proposal Four: Approval of the amendment to the
Company’s Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the “Common Stock”)
from 500,000,000 to 1,250,000,000.
For
Against
Abstain
Broker Non-Votes
107,500,647
70,676,809
1,634,103
0
Proposal Five: Approval of the 2022 equity
issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.
For
Against
Abstain
Broker Non-Votes
39,180,606
38,678,033
45,896,041
56,056,879
Proposal Six: Approval of the acceleration
of the vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an
aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American.
For
Against
Abstain
Broker Non-Votes
79,784,402
39,877,807
4,092,471
56,056,879
Proposal Seven: Approval of the BitNile
Holdings, Inc. 2022 Stock Incentive Plan.
For
Against
Abstain
Broker Non-Votes
79,407,581
42,057,883
2,289,216
56,056,879
ITEM 7.01
REGULATION FD DISCLOSURE
On November 23, 2022, the Company issued a press release announcing
the results of the Annual Meeting, which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference
herein.
On November 23, 2022, the Company also issued a press release
announcing that that its Board of Directors has declared a pro rata dividend to the Company’s stockholders of (i) 140 million shares
of common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) (“TurnOnGreen”), which represents approximately
81% of the outstanding shares of TurnOnGreen common stock, and (ii) warrants to purchase an additional 140 million shares of TurnOnGreen
common stock (the “Distribution Securities”). The press release also announced that BitNile stockholders of record
as of the close of business on December 30, 2022 will receive the Distribution Securities, which will be payable on January 5, 2023. This
press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the
information under this item, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This
report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements
of Regulation FD.
Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
BITNILE HOLDINGS, INC.
Dated: November 23, 2022
/s/ Henry Nisser
Henry Nisser
President and General Counsel
EX-99.1
2
ex99_1.htm
EXHIBIT 99.1
Exhibit 99.1
BitNile Holdings Announces Results of Annual
Meeting of Stockholders
LAS
VEGAS--(BUSINESS WIRE) – Nov. 23, 2022 -- BitNile
Holdings, Inc. (NYSE American: NILE), a diversified holding company
(“BitNile” or the “Company”), announced the results of the Company’s 2022 Annual Meeting
of Stockholders (the “Meeting”), which was held today, November 23, 2022, at 9:00 a.m. PT, and at which time the nominees
for election as directors set forth in Proposal 1 were each re-elected and Proposals 2, 3, 6 and 7 were each approved by the stockholders.
Proposals 4 and 5 were not approved by the stockholders.
At the Meeting, the stockholders
voted upon and approved the following proposals as described in the Proxy Statement:
·
Election of the seven director nominees named in the Proxy Statement to hold office until the next annual
meeting of stockholders;
·
Ratification of the appointment of Marcum LLP, as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2022;
·
Approval of a non-binding advisory basis, the compensation of our named executive officers;
·
Approval of the acceleration of vesting of certain unvested stock grants made in August of 2021 to current
members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing
rules of the NYSE American; and
·
Approval of the BitNile 2022 Stock Incentive Plan (the “2022 Plan”).
At the Meeting, the stockholders
voted upon and did not approve the following proposals as described in the Proxy Statement:
·
Approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized
shares of Class A Common Stock from 500,000,000 to 1,250,000,000; and
·
Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to
comply with the listing rules of the NYSE American.
There were no other transactions
of other business brought before the Meeting or any further adjournments or postponements thereof.
For more information on BitNile and its subsidiaries,
BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s public filings and press releases
available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.
About BitNile Holdings, Inc.
BitNile Holdings, Inc.
is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines
Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace,
industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to
select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands
Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,”
“projects,” “estimates,” “expects,” “intends,” “strategy,” “future,”
“opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual
results could differ materially from those contained in any forward-looking statement as a result of various factors. More information,
including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s
filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K.
All filings are available at www.sec.gov and on the Company’s website at www.BitNile.com.
Contacts:
IR@BitNile.com
or 1-888-753-2235
EX-99.2
3
ex99_2.htm
EXHIBIT 99.2
Exhibit 99.2
BitNile Holdings
Announces Record Date for Stock Dividend for Spinoff of Imperalis Holding (to be Renamed TurnOnGreen)
Record date is December 30, 2022 with a distribution
date of January 5, 2023
BitNile to distribute to its stockholders 140
million shares and warrants to purchase an additional 140 million shares of Imperalis
Las Vegas, NV, November 23, 2022 – BitNile
Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the “Company”),
announced today that its Board of Directors has declared a pro rata dividend to the stockholders of BitNile of (i) 140 million shares
of common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) (“TurnOnGreen”), which represents approximately
81% of the outstanding shares of TurnOnGreen common stock, and (ii) warrants to purchase an additional 140 million shares of TurnOnGreen
common stock (the “Distribution Securities” and the transaction, the “Distribution”). BitNile stockholders
of record as of the close of business on December 30, 2022 (the “Record Date”) will receive the Distribution Securities,
which will be payable on January 5, 2023 (the “Distribution Date”).
For BitNile stockholders that own BitNile common
stock in registered form, in most cases the transfer agent, acting as the distribution agent, will credit their Distribution Securities
to book-entry accounts established to hold their Distribution Securities. The distribution agent will mail these stockholders a statement
reflecting their ownership of Distribution Securities shortly after the Distribution Date. For stockholders who own BitNile common stock
through a broker, bank or other nominee, their Distribution Securities will be credited to their accounts by that broker, bank or other
nominee.
No fractional shares of TurnOnGreen common stock
are being issued. In lieu of receiving fractional shares, holders of BitNile common stock who would otherwise be entitled to receive fractional
shares of TurnOnGreen common stock will be receiving cash for their fractional interests.
Subsequent to the Distribution, BitNile will continue
to beneficially own approximately 370,000 shares of TurnOnGreen common stock and 25,000 shares of series A convertible redeemable preferred
stock and BitNile would remain TurnOnGreen’s largest stockholder.
For more information on BitNile and its subsidiaries,
BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s public filings and press releases
available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.
About BitNile Holdings, Inc.
BitNile Holdings, Inc.
is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact.
Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines
Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace,
industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to
select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands
Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.
About TurnOnGreen
Imperalis Holding Corp. (to be renamed TurnOnGreen,
Inc.) designs and manufactures innovative, feature-rich, and top-quality power products for mission-critical applications, lifesaving
and sustaining applications spanning multiple sectors in the harshest environments. The diverse markets we serve include defense and aerospace,
medical and healthcare, industrial, telecommunications and e-Mobility. TurnOnGreen brings decades of experience to every project, working
with our clients to develop leading-edge products to meet a wide range of needs. TurnOnGreen’s headquarters are located at Milpitas,
CA; www.turnongreen.com.
Forward-Looking Statements
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements
that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,”
“plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “will,” “should,”
“could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements
speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information
or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various
factors. More information, including potential risk factors, that could affect the Company’s business and financial results
are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s
Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s
website at www.BitNile.com.
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.