Current Report Filing (8-k)
December 16 2021 - 04:33PM
Edgar (US Regulatory)
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2021-12-16 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): December
16, 2021
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 |
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 1.01 |
Entry into a Material Definitive Agreement |
On December 15, 2021, BitNile Holdings, Inc. (the
“Company”), entered into a note purchase agreement (the
“Purchase Agreement”) with Esousa Holdings, LLC
(“Esousa”), pursuant to which the Company issued a Demand
Secured Promissory Note (the “Note”) in the principal face
amount of $7,500,000, with an interest rate of 10%. The outstanding
principal face amount, plus any accrued and unpaid interest, is due
on the 10th day after written demand is made by Esousa,
or as otherwise provided in accordance with the terms set forth
therein.
The Note contains standard and customary events of default (an
“Event of Default”) including, but not limited to, failure
to make payments when due under the Note, failure to comply with
certain covenants contained in the Note, or bankruptcy or
insolvency of the Company. After the occurrence of any Event of
Default that results in the eventual acceleration of the Note,
interest payable on the outstanding principal of the Note shall
bear interest at eighteen percent (18%) per annum or such lower
maximum rate permitted under applicable law.
The Note is secured by all of the assets of the Company existing as
of the issuance date of the Note (the “Secured Assets”), but
the Secured Assets will not consist of any assets acquired
thereafter. Upon an Event of Default, the Company will use its best
efforts to asset Esousa to perfect their security interests in the
Secured Assets. In addition, Milton C. Ault, III, the Company’s
Executive Chairman, and Ault & Company, Inc., an entity
controlled by Mr. Ault, provided guarantees for the repayment of
the Note.
The foregoing descriptions of the Note and Purchase Agreement do
not purport to be complete and are qualified in their entirety by
reference to their respective forms which are annexed hereto
as Exhibits 4.1 and 10.1, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference. The foregoing does not purport to be a
complete description of the rights and obligations of the parties
thereunder and such descriptions are qualified in their entirety by
reference to such exhibits.
|
Item 2.03 |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant |
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item 2.03.
|
Item 9.01 |
Financial Statements and Exhibits |
Exhibit No. |
|
Description |
|
|
|
4.1 |
|
Form of
Note |
10.1 |
|
Form of Note
Purchase Agreement |
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). |
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: December 16, 2021 |
/s/ Henry Nisser
Henry Nisser
President and General Counsel
|
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