Current Report Filing (8-k)
22 Novembre 2022 - 12:04PM
Edgar (US Regulatory)
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2022-11-22 2022-11-22 0000896493
NILE:Sec13.00SeriesDCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember
2022-11-22 2022-11-22 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
____________________________________________________________
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
___________________________________________________________________
Date of Report (Date of earliest event
reported): November
22, 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,
NV
89141
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 o
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. o
|
ITEM 2.02 |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On November 21, 2022, BitNile Holdings, Inc. (the “Company”)
issued a press release announcing its financial results for its
third quarter ended September 30, 2022 (the “Press
Release”). A copy of the Press Release is attached hereto
as Exhibit
99.1 and is incorporated by reference herein.
The information contained in
this Item 2.02 and in the Press Release furnished as Exhibit 99.1
to this Current Report on Form 8-K shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The information contained in this Item 2.02 and in the Press
Release furnished as Exhibit 99.1 to this Current Report on Form
8-K shall not be incorporated by reference into any filing with the
Securities and Exchange Commission made by the Company whether made
before or after the date hereof, except as expressly set forth by
specific reference in such a filing.
The Securities and Exchange Commission encourages registrants to
disclose forward-looking information so that investors can better
understand the future prospects of a registrant and make informed
investment decisions. This Current Report on Form 8-K and exhibits
may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current
Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or
phrases such as “expects,” “should,” “will,” and similar words or
phrases. These statements are subject to inherent uncertainties and
risks that could cause actual results to differ materially from
those anticipated at the date of this Current Report on Form 8-K.
Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
Where You Can Find Additional Information
Investors and security holders will be able to obtain documents
filed with the Securities and Exchange Commission free of charge at
the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other
information filed by the Company with the Commission, at the SEC
public reference room at 100 F Street, N.E., Washington D.C.
20549. Please call the Commission at 1-800-SEC-0330 or
visit the Commission’s website for further information on its
public reference room.
ITEM 7.01 |
REGULATION FD DISCLOSURE |
On November 18, 2022, the Company issued a press release
announcing a cash dividend to holders of the Series D Preferred
Stock of $0.2708333 per
share. The record date
for this dividend is November 30, 2022, and the payment date is
December 12, 2022. A copy of the 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 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.
|
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
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 22,
2022 |
/s/ Henry Nisser |
|
|
Henry Nisser |
|
President and General
Counsel |
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