Form 8-K - Current report

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): October 31, 2023

BITNILE METAVERSE, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40701		30-0680177
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

303 Pearl Parkway Suite 200, San Antonio, TX 78215

(Address of principal executive offices) (Zip Code)

(800) 762-7293

(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

BNMV

The Nasdaq Capital Market

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2023, BitNile Metaverse, Inc. (the “Company”), filed an amendment to the Company’s Articles of Incorporation (the “Amendment”) with the State of Nevada to change the name of the Company to RiskOn International, Inc. (the “Name Change”). The Name Change will become effective in the State of Nevada at 12:01 AM PT on Wednesday, November 1, 2023. In accordance with Section 78.390 of the Nevada Revised States, the articles of incorporation may be amended to change the name of a corporation with only the approval of the board of directors, and without the approval of the stockholders.

The Company’s common stock will continue to be quoted on The Nasdaq Capital Market, but beginning with the opening of trading on November 1, 2023, trading is expected to be under the new symbol “ROI” (the “Symbol Change”). 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 transfer agent.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On October 31, 2023, the Company issued a press release announcing the Name Change and Symbol Change, a copy of which 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, Exhibit 99.1 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.

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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit Description
3.1		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on October 30, 2023 and effective November 1, 2023

99.1		Press Release dated October 31, 2023

101		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).

SIGNATURES

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.

October 31, 2023	BitNile Metaverse, Inc.

	By:	/s/ Henry Nisser
		Henry Nisser
		President and General Counsel

Exhibit 3.1

Business Entity - Filing Acknowledgement 10/30/2023 Work Order Item Number: W2023103000319-3248632Filing Number:20233589197Filing Type:Amendment After Issuance of StockFiling Date/Time:10/30/2023 8:00:00 AMFiling Page(s):2Indexed Entity Information:Entity ID: E0794682007-0Entity Name: RiskOn International, Inc.Entity Status: ActiveExpiration Date: NoneCommercial Registered AgentCORPORATE CREATIONS NETWORK INC.8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233589197Filed On10/30/2023 8:00:00 AMNumber of Pages2ro: 07:09:56 a.m. 10-27-2023 4 I 13022489769 Page: 4 of 5 2023-10-27 10:10:28 EDT -0~~ n Davis l v Ir f---------1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PuRsuANTTo NRs 10.300 & 10.3a5110.3ooJ Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANTrn NRs 10.403) Officer's Statement (PuRsuANT rn NRs so 030> TYPE OR PRINT? USE DARK INK ONLY· DO NOT HIGHLIGHT 1. Entity information: Name of entity as on file with the Nevada Secretary of State: 2. Restated or Amended and Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) 3. Type of Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) BitNile Metaverse, Inc . . ... _,,,,_,., ..... " ?··?·?·····?'""" ......... ,.,., '" '" ,., ........... , ... ,., ....................... ?·? ...... ~--···· ·--··· .......... ~ ..... . Entity or Nevada Business Identification Number (NVID): 'NV20071519619 ·:: .. ? Certificate to Accompany Restated Articles or Amended and Restated Articles 7 ! Restated Articles -No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: ----The certificate correctly sets forth the text of the articiesorcertificaie as amended to the date of the certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filinq type. Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 -Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) iJ incorporators board of directors The undersigned affirmatively declare that to the date of this certificate. no stock of the corporation has been issued ix· Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 -After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entiUing them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: ?? ???????? ???????? ? ? ? ? ?? ........ ? Or ,.~ No action by stockholders is required, name change only. :'. Officer's Statement (foreign qualified entities only) -Name in home state, if using a modified name in Nevada: ! .... ~ . .. .. .,, ............. .. Jurisdiction of formation: i-'·······--··············----···--········--······························· Changes to takes the following effect: .... .! The entity name has been amended. ::; The purpose of the entity has been amended. The authorized shares have been amended. . i Ot~f:lr.:.(~pf:l9ify c~a.rigf:ls} Dissolution , ... Merger Conversion ? Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 9/1/2023

re: 07:13:01 a.m. 10-27-2023 s I 13022489769 Page: 5 of 5 2023-10-27 10:13:29 EDT 13022489769 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (715) 684-0708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment {PuRsuANTTO NRs 78.380 & 1a.3e5ne.3ooJ Certificate to Accompany Restated Articles or Amended and Restated Articles cPuRsuANrro NRs 18.403) 4. Effective Date and Time: (Optional) 5. Information Being Changed: (Domestic corporations only) 6. Signature: (Required) Officer's Statement PuRsuANr ro NRs 80.030 Date: 11/01/2023 Time: 12:01 am (must not be later than 90 days after the certificate is filed) Changes to takes the following effect: :x) The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. _! Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Article One is amended to change the name to RiskOn International, Inc. (attach additional page(s) if necessary) President .. ., ···"""· ... Signature of Officer or Authorized Signer Title x ______________ _ Signature of Officer or Authorized Signer Title ?If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition t the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or resbictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Paga 2of2 Revised: 9/112023 From: Helynn Davis

Exhibit 99.1

BitNile Metaverse Announces Name Change to RiskOn International

Company to also change its stock symbol to ROI

LAS VEGAS--(BUSINESS WIRE) – October 31, 2023 –BitNile Metaverse, Inc. (Nasdaq: BNMV) (the “Company”), announced today that it will change its name to RiskOn International, Inc., effective at 12:01 am Pacific Time on Wednesday, November 1, 2023. In connection with the name change, the Company will change its trading symbol to “ROI.” The Company’s common stock will commence trading on November 1, 2023, on the Nasdaq Capital Market under the new name and trading symbol.

The change in both name and ticker are underscored by the Company’s commitment to developing a vertically integrated community while creating a seamless and enriched user experience.

About RiskOn International, Inc.

Founded in 2011, the Company owns 100% of BNC, including the BitNile.com metaverse platform (the “Platform”). The Platform, which went live to the public on March 1, 2023, allows users to engage with a new social networking community and purchase both digital and physical products while playing 3D immersive games. In addition to BNC, the Company also owns two non-core subsidiaries: approximately 66% of Wolf Energy Services Inc. (OTCQB: WOEN) indirectly and approximately 89% of Agora Digital Holdings, Inc. directly. BitNile Metaverse also owns approximately 70% of White River Energy Corp (OTCQB: WTRV).

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 BitNile Metaverse will not undertake any obligation to update any of these statements 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. In addition to risks relating to the acceptance of the Platform by individuals, competition with much larger companies operating metaverses and BitNile Metaverse’s ability to raise capital, investors should review risk factors, that could affect BitNile Metaverse’s business and financial results which are included in BitNile Metaverse’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, Forms 10-K, 10-Q and 8-K. All such filings are available at www.sec.gov and on the Company’s website at www.riskonint.com.

Contacts

ir@riskonint.com or 1-800-762-7293

Cover	Oct. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2023
Current Fiscal Year End Date	--03-31
Entity File Number	001-40701
Entity Registrant Name	BITNILE METAVERSE, INC.
Entity Central Index Key	0001437491
Entity Tax Identification Number	30-0680177
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	303 Pearl Parkway Suite 200
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78215
City Area Code	(800)
Local Phone Number	762-7293
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BNMV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false