Current Report Filing (8-k)
December 20 2021 - 4:34PM
Edgar (US Regulatory)
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2021-12-20
2021-12-20
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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
20, 2021
BITNILE HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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NILE
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NYSE American
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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
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Item 1.01
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Entry into a Material Definitive Agreement
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As previously reported, on December 15, 2021,
BitNile Holdings, Inc. (the “Company”), entered into a note purchase agreement (the “Purchase Agreement”)
with an accredited investor pursuant to which the Company issued a Demand Secured Promissory Note (a “Note”) in the
principal face amount of $7,500,000, with an interest rate of 10%.
On December 20, 2021, the Company sold and issued,
under the Purchase Agreement, two additional notes to accredited investors (the “Lenders”, and each, a “Lender”),
in the aggregate principal face amount of $5,000,000. The outstanding principal face amount, plus any accrued and unpaid interest, is
due on the 10th day after written demand is made by a Lender, or as otherwise provided in accordance with the terms set forth
therein.
Each 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 Notes are 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 the Lenders 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 Notes.
The foregoing descriptions of the Notes 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.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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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.
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Item 9.01
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Financial Statements and Exhibits
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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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BITNILE HOLDINGS, INC.
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Dated: December 20, 2021
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/s/ Henry Nisser
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Henry Nisser
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President and General Counsel
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