UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Except as described above, no other changes have been made to the Form 8-K, which continues to speak as of the date it was originally filed, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to such date.
Item 1.01 Entry into a Material Definitive Agreement.
On April 4, 2023, BitNile Metaverse, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Ault Lending, LLC (“Ault”) and White River Energy Corp (“White River”) pursuant to which the Company agreed to advance to White River payments of up to $3.25 million (the “Amounts”), and White River agreed to accept the Amounts as payment of Ault’s $3.25 million payable to White River from Ault’s exercise of participation rights in oil and gas exploration and drilling ventures which White River granted Ault in connection with its acquisition of White River Holdings Corp. in July 2022. The parties agreed that the Amounts will be treated as a credit to the sums owed to White River, and the Company and Ault agreed that in lieu of repayment of the Amounts advanced to White River, Ault will permit the Company to redeem shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A”) held by Ault by dividing the Amounts by the stated value of such shares, or one share of Series A for each $10,833.33 advanced to White River. The redemption cannot occur until the previously announced spin-offs by the Company of shares of common stock of White River and Wolf Energy Services Inc. occur which would permit Ault to receive its full dividends thereunder. The transaction was approved by a majority of directors of the Company present at the meeting of the Board of Directors and constituting a quorum with Mr. May abstaining.
As of April 5, 2023, the Company has advanced White River $710,000 under this transaction.
A copy of the Agreement is filed with this Current Report on Form 8-K/A as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Description | |
10.1 | Letter Agreement | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
April 7, 2023 | BitNile Metaverse, Inc. | |
By: | /s/ Randy S. May | |
Randy S. May | ||
Chief Executive Officer |