UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 3.03 | Material Modification to the Rights of Security Holders. |
The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective October 16, 2023, the BitNile Metaverse, Inc. (the “Company”) amended its Articles of Incorporation by filing a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 3,333,333 to 500,000,000. The Certificate of Amendment was authorized by the Board of Directors on August 25, 2023, and the amendment to the Company’s Articles of Incorporation was approved by the Company’s shareholders on October 16, 2023.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Additionally, on October 16, 2023, the Company held a Special Meeting of Shareholders (the “Meeting”). As of September 15, 2023, the record date for the Meeting, the Company had outstanding and entitled to vote 2,359,423 shares of Common Stock and 11,827 shares of its outstanding Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”), which together constitute all of the outstanding voting capital stock of the Company.
At the Meeting, the shareholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 13, 2023. At the Meeting, shareholders approved proposals 1, 2, 3, 4 and 5 and rejected proposal 6, all of which were presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s shareholders.
Proposal One: Approval of the amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15, 2024, with the exact ratio to be set at a whole number within this range as determined by the Company’s Board of Directors in its sole discretion.
| For | Against | Abstain | Broker Non-Votes | ||||
| 1,304,671 | 215,456 | 1,938 | 0 |
Proposal Two: Approval of the amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 3,333,333 to 500,000,000.
| For | Against | Abstain | Broker Non-Votes | ||||
| 1,291,890 | 229,120 | 1,055 | 0 |
Proposal Three: Approval for purposes of complying with Listing Rules 5635 and 5640 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock underlying the Company’s Series A Preferred Stock, pursuant to the amendment dated May 8, 2023 to the Series A Certificate of Designation dated November 28, 2022, without giving effect to any beneficial ownership limitations contained therein.
| For | Against | Abstain | Broker Non-Votes | ||||
| 142,302 | 59,564 | 2,492 | 1,101,516 |
| 2 |
Proposal Four: Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of Common Stock underlying the Company’s Senior Secured Convertible Notes and Warrants issued pursuant to the Securities Purchase Agreement dated April 27, 2023.
| For | Against | Abstain | Broker Non-Votes | ||||
| 364,045 | 55,659 | 845 | 1,101,516 |
Proposal Five: Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock under an Equity Line of Credit pursuant to a Purchase Agreement dated August 24, 2023.
| For | Against | Abstain | Broker Non-Votes | ||||
| 366,175 | 53,500 | 874 | 1,101,516 |
Proposal Six: Approval of the reincorporation of the Company from Nevada to Delaware at any time prior to October 15, 2024.
| For | Against | Abstain | Broker Non-Votes | ||||
| 376,780 | 37,096 | 6,673 | 1,101,516 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit Description | |
| 3.1 | Certificate of Amendment of Articles of Incorporation, as amended, of BitNile Metaverse, Inc., effective October 16, 2023. | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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.
| October 17, 2023 | BitNile Metaverse, Inc. | |
| By: | /s/ Henry Nisser | |
| Henry Nisser | ||
| President and General Counsel | ||
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