Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2022 - 05:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 12b-25
Commission File Number: 001-12711
NOTIFICATION OF LATE FILING
ýForm
10-K |
¨ Form
20-F |
¨ Form
11-K |
¨ Form
10-Q |
¨
Form 10-D |
¨
Form N-CEN |
¨
Form N-CSR |
|
For Period Ended: December 31, 2021
¨ Transition
Report on Form 10-K |
¨ Transition
Report on Form 11-K |
¨
Transition
Report on Form 20-F |
¨
Transition
Report on Form 10-Q |
For the Transition Period Ended:
_______________________________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
_____________________________
PART I
REGISTRANT INFORMATION
Full
name of registrant |
BitNile
Holdings, Inc. |
Address
of principal executive office |
11411
Southern Highlands Parkway, Suite 240 |
City,
state and zip code |
Las
Vegas, NV 89141 |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25 (b), the following should be completed. (Check box if
appropriate.)
|
(a) The
reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense; |
☒
|
(b) The
subject annual report, semi-annual report, transition report on
Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
|
(c)
The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The compilation, dissemination
and review of the information required to be presented in the Form
10-K for the fiscal year ended December 31, 2021 has imposed
requirements that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the
registrant.
Part IV
Other
Information
(1) Name and telephone number of person to contact in regard to
this notification
Kenneth
S. Cragun |
(949) |
444-5464 |
(Name) |
(Area
Code) |
(Telephone
Number) |
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify
report(s).
☒ Yes ☐
No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
☒ Yes ☐
No
If
so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
The registrant’s revenue increased to approximately $52.9 million
for the year ended December 31, 2021, representing an increase of
$29.0 million compared to approximately $23.9 million for the year
ended December 31, 2020. The registrant’s loss from continuing
operations was approximately $17.3 million for the year ended
December 31, 2021, an increase of $11.3 million compared to a loss
from continuing operations of approximately $6.0 million for the
year ended December 31, 2020.
The increase in revenue from the year ended December 31, 2020, was
due to an increase in revenue from lending and trading activities
of approximately $17.1 million attributed to a significant
allocation of capital from equity financing transactions to the
Company’s loan and investment portfolio, coupled with an increase
in revenue from the registrant’s customized solutions for the
military markets, including approximately $6.4 million from Relec
Electronics, which was acquired on November 30, 2020. Further, the
Company’s cryptocurrency mining operations accounted for $3.5
million of the overall increase in revenues.
The registrant’s operating expenses increased to approximately
$48.2 million for the year ended December 31, 2021, representing an
increase of $34.7 million compared to approximately $13.5 million
for the year ended December 31, 2020.
The increase in operating expenses from the year ended December 31,
2020, was due to the following:
|
· |
Engineering and product development
expenses increased by approximately $200,000 due to costs incurred
at TurnOnGreen related to the development of the registrant’s
electric vehicle charger products. |
|
· |
Selling and marketing expenses
increased approximately $5.9 million as a result of increases in
sales and marketing personnel and consultants primarily at Ault
Alliance related to digital marketing and digital learning. The
increase is also attributable to costs incurred at TurnOnGreen to
grow its selling and marketing infrastructure related to its
electric vehicle charger products. |
|
· |
General and administrative expenses
increased approximately $26.1 million mainly due to higher stock
compensation, consulting, audit, legal and insurance costs. In
addition, general and administrative costs increased related to the
Michigan Data Center, operated by Alliance Cloud Services, which
was not in operation during 2020. The Michigan Data Center was
acquired in January 2021 and has since undergone significant
renovations to accommodate the Company’s cryptocurrency mining
operations and the significant investment the Company has recently
made in S19j model Antminers. General and administrative expenses
during the year ended December 31, 2021 include $1.1 million of
costs from Relec, which was acquired on November 30,
2020. |
The registrant’s net loss available to common stockholders was
approximately $14.0 million for the year ended December 31, 2021,
representing an improvement of $18.7 million, compared to a net
loss available to common stockholders of approximately $32.7
million for the year ended December 31, 2020.
BITNILE HOLDINGS, INC.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated:
March 31, 2022 |
/s/
Kenneth S. Cragun |
|
By:
Kenneth S. Cragun |
|
Title: Chief
Financial Officer |
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