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)

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:

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

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 10^th 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.

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.

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.

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