UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 25, 2023, the board of directors (the “Board”) of BitNile Metaverse, Inc. (the “Company”) approved a spin-off of the Company’s wholly owned subsidiary Zest Labs, Inc. (“Zest Labs”).
Pursuant to a stock purchase agreement (the “SPA”), the Company has agreed to sell all its outstanding shares of Zest Labs to Zest Labs Holdings, LLC, (“Zest Holdings”) a new entity specifically created for this spin-off (the “Transaction”). The purpose of Zest Holdings is to preserve and monetize ongoing lawsuits involving Zest Labs, as of November 15, 2022, including Zest Labs' lawsuit against Walmart, Inc. (the “Pending Litigation”).
The Transaction is also intended to fulfill the Company's previous commitment to spin-off Zest Labs to those shareholders who held the Company’s common stock as of November 15, 2022 (“Record Date Holders”). After the Pending Litigation is settled or adjudicated, Zest Holdings is required to distribute a minimum of 95% of the net proceeds to the Record Date Holders. Additionally, the Board highlighted that the Transaction would alleviate the Company of roughly $800,000 in liabilities related to the Pending Litigation.
The foregoing summary description of the terms of the SPA may not contain all information that is of interest to the reader. For further information regarding specific terms and conditions of the SPA, the complete text is incorporated herein as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Stock Purchase Agreement dated as of August 28, 2023, between Zest Labs, Inc. and Zest Labs Holdings, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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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.
| BITNILE METAVERSE, INC. | ||
| Dated: September 1, 2023 | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel |
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