ZEST Ecoark Holdings Inc

 

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 20, 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 1.01

Entry into a Material Definitive Agreement.

 

As previously reported, on August 25, 2023, BitNile Metaverse, Inc., a Nevada corporation (the “Company”), entered into a purchase agreement (the “ELOC Purchase Agreement”) with Arena Business Solutions Global SPC II Ltd on behalf of and for the account of Segregated Portfolio #3 – SPC #3 (the “Investor”).

 

On October 18, 2023, the Company and the Investor amended the ELOC Purchase Agreement to eliminate the minimum floor price required for submitting a sales notice (the “Amendment”).

 

The foregoing description of the terms of the ELOC Purchase Agreement and Amendment does not purport to be complete and is qualified in its entirety by the Form 8-K filed on August 25, 2023 and by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Exhibit Description
10.1		Amendment No. 1 to Purchase Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 20, 2023	BitNile Metaverse, Inc.
	By:	/s/ Henry Nisser
		Henry Nisser
		President and General Counsel

 

 

2

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

 

This Amendment No. 1 (“Amendment No. 1”) is dated October 18, 2023 to the Purchase Agreement dated August 24, 2023 (the “Agreement”) and is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #3 – SPC #3 (the “Investor”) and BitNile Metaverse, Inc., a Nevada corporation (the “Company” and together with the Investor, the “Parties”). Capitalized terms not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Agreement.

 

RECITALS

 

WHEREAS, the Parties originally entered into the Agreement whereby Company may, from time to time, require that Investor purchase from Company up to $100.0 million of the Company’s shares of common stock;

 

WHEREAS, the parties hereto desire to amend the Agreement on the terms and conditions set forth herein below.

 

NOW, THEREFORE, The Parties hereto agree as follows:

 

Article I.           Certain Definitions. That the term “Floor Price” found in Article I “Certain Definitions” be removed in its entirety.

 

Section 2.01     Advances; Mechanics. That Section 2.01 “Advances; Mechanics” be replaced in its entirety with the following:

 

“Subject to the terms and conditions of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company, at its sole and exclusive option, may issue and sell to the Investor, and the Investor shall purchase from the Company, Common Shares on the following terms.”

 

Section 2.02     Advance Notice. That Section 2.02 “Advance Notice” be replaced in its entirety with the following:

 

“At any time during the Commitment Period, the Company may require the Investor to purchase Common Shares by delivering an Advance Notice to the Investor, subject to the conditions set forth in Section 7.01, and in accordance with the following provisions:

 

(a)

The Company shall, in its sole discretion, select the amount of the Advance, not to exceed the Maximum Advance Amount, it desires to issue and sell to the Investor in each Advance Notice and the time it desires to deliver each Advance Notice.

 

(b)

There shall be no mandatory minimum Advances and no non-usages fee for not utilizing the Commitment Amount or any part thereof.

 

(c)

The Company shall be limited to delivering one (1) Advance Notice to Investor per Trading Day.

 

(d)

The Advance Notice shall be valid upon delivery to Investor in accordance with Exhibit C.”

 

 

Authority. Each Party represents and warrants that (i) it has all requisite power and authority to execute and deliver this Amendment No. 1 and to perform such Party’s obligations hereunder; (ii) the execution and delivery by such Party of this Amendment No. 1 has been validly authorized by all necessary corporate or other action on the part of such Party; and (iii) this Amendment No. 1 has been validly executed and delivered by such Party and, assuming this Amendment No. 1 constitutes the valid and binding obligation of each other Party, constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally.

 

No Other Modification. The Agreement shall not be modified by this Amendment No. 1 in any respect except as expressly set forth herein.

 

Miscellaneous. That Article VIII, Article IX, Article X, Article XI, Article XII and Article XIII of the Agreement are hereby incorporated into this Amendment No. 1 mutatis mutandis.

 

 

	BITNILE METAVERSE, INC.
	By:
		Name: Henry C.W. Nisser
		Title: President and General Counsel
	ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #3 – SPC #3
	By:
		Name:
		Title:

 

 

 

 

 

v3.23.3

Cover	Oct. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 20, 2023
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

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