false 0001437491 0001437491 2024-03-28 2024-03-28 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):  March 28, 2024

 

RISKON INTERNATIONAL, 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.)

 

11411 Southern Highlands Pkwy., Suite 240, Las Vegas, NV 89141

(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   ROII   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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On March 22, 2024, RiskOn International, Inc., a Nevada corporation (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined the Company’s securities had a closing bid price of $0.10 or less for at least ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii).

 

As previously disclosed, the Company has appealed a prior determination of the Staff to delist the Company’s common stock to a Hearings Panel (the “Panel”). The Panel heard the Company’s appeal on February 29, 2024, but no decision has been made by the Panel to date. According to the Letter, this matter serves as an additional basis for delisting the Company’s common stock from the Nasdaq. As such, the Panel will consider this matter in connection with the Company’s appeal. The Company has already provided the Panel with its response to the Letter.

 

Previously, on November 22, 2023, the Company received a deficiency letter from the Staff of Nasdaq indicating that the Company’s common stock is subject to potential delisting from the Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company’s common stock had closed below the required minimum of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Company was provided a 180-calendar day grace period, or until April 30, 2024, to regain compliance with the Minimum Bid Price Rule.

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits:

 

Exhibit No.    Description
     
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).

 

 -2-
 

 

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.

 

 

  RISKON INTERNATIONAL, INC.  
     
     
Dated: March 28, 2024 /s/ Henry Nisser  
 

Henry Nisser

President and General Counsel

  

 

 

 

-3-

 

 

 

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Mar. 28, 2024
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Document Type 8-K
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Document Period End Date Mar. 28, 2024
Entity File Number 001-40701
Entity Registrant Name RISKON INTERNATIONAL, INC.
Entity Central Index Key 0001437491
Entity Tax Identification Number 30-0680177
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 11411 Southern Highlands Pkwy.
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89141
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Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol ROII
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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