0001214659-24-001812.txt : 20240202 0001214659-24-001812.hdr.sgml : 20240202 20240202215014 ACCESSION NUMBER: 0001214659-24-001812 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231013 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH ROBERT O CENTRAL INDEX KEY: 0000091335 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40701 FILM NUMBER: 24593750 MAIL ADDRESS: STREET 1: DIGITAL POWER CORPORATION STREET 2: 41920 CHRISTY STREET CITY: FREMONT STATE: CA ZIP: 94538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RiskOn International, Inc. CENTRAL INDEX KEY: 0001437491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: (800) 762-7293 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 FORMER COMPANY: FORMER CONFORMED NAME: BitNile Metaverse, Inc. DATE OF NAME CHANGE: 20230321 FORMER COMPANY: FORMER CONFORMED NAME: Ecoark Holdings, Inc. DATE OF NAME CHANGE: 20160325 FORMER COMPANY: FORMER CONFORMED NAME: Magnolia Solar Corp DATE OF NAME CHANGE: 20100107 3 1 marketforms-64526.xml PRIMARY DOCUMENT X0206 3 2023-10-13 0 0001437491 RiskOn International, Inc. ROI 0000091335 SMITH ROBERT O 303 PEARL PARKWAY SUITE 200 SAN ANTONIO TX 78215 true false false false Series C Convertible Preferred Stock 7.5 Common Stock 6667 D Pursuant to a Share Exchange Agreement, as amended, by and among the Issuer and Ault Alliance, Inc. as majority shareholder of BitNile.com, Inc., and certain minority shareholders of BitNile.com, Inc. including the Reporting Person, the Reporting Person acquired 5 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C") in exchange for 5,000 shares of BitNile.com, Inc. Each share of the Issuer's Series C is convertible by dividing the stated value of $10,000 by $7.50, subject to a 4.99% beneficial ownership limitation. The Series C Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended. The conversion rights are also subject to certain beneficial ownership limitations contained in the Certificate of Designation for the Series C and the 19.9% beneficial ownership limitation imposed by the Rules of the Nasdaq Stock Market without shareholder approval. The Series C has no expiration date. In addition, this number of shares of common stock does not include shares of common stock that may be issued in lieu of cash for dividend payments. The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer closes a qualified financing resulting in at least $25,000,000 in gross proceeds at a price per share that is lower than the conversion price then in effect. /s/ Robert O. Smith 2024-02-02