Amended Current Report Filing (8-k/a)
March 09 2022 - 04:31PM
Edgar (US Regulatory)
0000896493 true 0000896493 2021-12-23
2021-12-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
8-K/A
(Amendment No. 1)
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 23, 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.) |
1141 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:
¨ 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 |
|
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 ¨
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. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 1”)
amends the Current Report on Form 8-K (the “Original Form
8-K”) filed by BitNile Holdings, Inc. (the “Company”)
dated December 23, 2021 and filed with the Securities and Exchange
Commission on December 23, 2021.
This Amendment No. 1 is solely for the purpose of providing
the financial statements and information required by Item 9.01(a)
of Form 8-K and the pro forma financial information required by
Item 9.01(b) of Form 8-K in connection with the Company’s
previously reported acquisition of four hotel properties (the
“Madison Hotel Group”), as follows:
|
Acquiring Entity |
Property |
| |
|
| 1801
Deming, LLC |
133-room Hilton Garden Inn
1801 Deming Street, Middleton, WI 53562
|
| 2226
Deming, LLC |
136-room Courtyard by Marriott
2266 Deming Street, Middleton, WI 53562
|
| 8400
Market, LLC |
122-room Residence Inn by Marriott
8400 Market Street, Middleton, WI 53562
|
| 7605
Walton, LLC |
135-room Hilton Garden Inn
7605 Walton Street, Rockford, IL 61108
|
Items included in the Original Form 8-K, including exhibits, that
are not included herein are not amended and remain in effect as of
the date of filing of the Original Form 8-K.
| Item
2.01 |
Completion
of Acquisition or Disposition of Assets |
This Amendment No. 1 on Form 8-K/A amends and supplements the
Original Form 8-K to include the historical audited and unaudited
financial statements of the Madison Hotel Group and the pro forma
combined financial information required by Item 9.01 of Form 8-K
that were not included in the Original Form 8-K in reliance on the
instructions to such item. All disclosure under Item 2.01 in the
Original Form 8-K is hereby incorporated by reference into this
Item 2.01. Except as set forth herein, no modifications have been
made to information contained in the Original Form 8-K, and the
Company has not updated any information contained therein to
reflect events that have occurred since the date of the Original
Form 8-K.
Item 9.01 Exhibits and Financial Statements.
| |
(a) |
Financial
statements of business acquired |
The audited combined financial statements of the Madison Hotel
Group for the years ended December 31, 2020 and 2019, with the
accompanying notes, are attached hereto as Exhibit 99.1.
The unaudited combined financial statements of the Madison Hotel
Group for the nine months ended September 30, 2021 and 2020, with
the accompanying notes, are attached hereto as Exhibit 99.2.
| |
(b) |
Pro
forma financial information |
The unaudited pro forma condensed combined financial information of
the Company and the Madison Hotel Group as of and for the nine
months ended September 30, 2021 and for the year ended December 31,
2020, with the accompanying notes, are attached hereto as
Exhibit
99.3.
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.
| Dated: March 9, 2022 |
BITNILE
HOLDINGS, INC. |
| |
|
| |
|
| |
/s/
Kenneth S. Cragun |
|
| |
Kenneth
S. Cragun |
| |
Chief
Financial Officer |
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