Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December
BITNILE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|(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)
(Registrant's telephone number, including area
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
||Name of each exchange on which registered|
|Common Stock, $0.001 par value
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 1.01||ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT|
Effective January 3, 2023, BitNile Holdings, Inc.,
a Delaware corporation (the “Company”) will change its corporate name from BitNile Holdings, Inc., to Ault Alliance,
Inc. (the “Name Change”). The Name Change will be effected through a parent/subsidiary short form merger pursuant to
an Agreement and Plan of Merger dated December 20, 2022 but effective January 3, 2023 (the “Merger Agreement”). In
accordance with the Merger Agreement, the Company’s wholly owned subsidiary, Ault Alliance, Inc., a Delaware corporation (“Merger
Sub”) merged with and into the Company (the “Merger”) pursuant to Section 253 of the General Corporate
Law of the State of Delaware (the “DGCL”). The Company is the surviving corporation and pursuant to the Certificate
of Merger (as defined below), will change its name to Ault Alliance, Inc. as of the effective date and time.
To effectuate the Merger,
the Company filed a Certificate of Ownership and Merger (the “Certificate of Merger”) with the Secretary
of State of the State of Delaware on December 20, 2022, which is effective as of January 3, 2023. In
accordance with Section 253 of the DGCL, approval of
the Company’s stockholders for the Merger was not required.
The Merger and resulting
Name Change do not affect the rights of security holders of the Company. The Company’s common
stock will continue to be quoted on the NYSE American, but under the new symbol “AULT”. Following the Name Change,
existing stock certificates, which reflect the Company’s prior corporate name, will continue to be valid. Certificates reflecting
the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s
The Merger will not affect
any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material
contractual arrangements will continue to be rights and obligations of the Company after the Merger. The Merger will not result in any
change in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities
or net worth of the Company. With the except of the Name Change, there will be no changes to the Company’s bylaws.
The foregoing descriptions of the Merger
Agreement and the Certificate of Merger are qualified in their entirety by reference to the full text of the Merger Agreement and the
Certificate of Merger, copies of which are filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
|ITEM 5.03||AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR|
The information contained
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 5.03.
|ITEM 7.01||REGULATION FD DISCLOSURE|
On December 21, 2022, BitNile Holdings, Inc.,
a Delaware corporation (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 December 31, 2022, and the payment date is January 10, 2023. A copy of the press release is furnished
herewith as Exhibit 99.1 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|
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: December 21, 2022
||/s/ Henry Nisser
President and General Counsel
Graphique Historique de l'Action
De Nov 2023 à Déc 2023
Graphique Historique de l'Action
De Déc 2022 à Déc 2023