BitNile Metaverse : Failure to Satisfy Listing Rule – Form 8-Okay

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-Okay

CURRENT REPORT

Pursuant to Part 13 or 15(d) of the Securities Trade Act of 1934

Date of Report (Date of earliest occasion reported) Might 4, 2023

BitNile Metaverse, Inc.

(Actual identify of registrant as laid out in its constitution)

Nevada

000-53361

30-0680177

(State or different jurisdiction
of incorporation)

(Fee File Quantity)

(IRS Employer
Identification No.)

303 Pearl Parkway Suite 200, San Antonio, TX

78215

(Tackle of principal government places of work)

(Zip Code)

Registrant’s phone quantity, together with space code: 1-800-762-7293

Test the suitable field under if the Form 8-Okay submitting is meant to concurrently fulfill the submitting obligation of the registrant underneath any of the next provisions (seeGeneral Instruction A.2. under):

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Written communications pursuant to Rule 425 underneath the Securities Act (17 CFR 230.425)

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Soliciting materials pursuant to Rule 14a-12 underneath the Trade Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) underneath the Trade Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) underneath the Trade Act (17 CFR 240.13e-4(c))

Point out by test mark whether or not the registrant is an rising progress firm as outlined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Trade Act of 1934 (§240.12b-2).

Rising progress firm ☐

If an rising progress firm, point out by test mark if the registrant has elected to not use the prolonged transition interval for complying with any new or revised monetary accounting requirements offered pursuant to Part 13(a) of the Trade Act. ☐

Title of every class

Buying and selling Image(s)

Title of every change on which registered

Frequent Inventory

BNMV

The NasdaqStock Market LLC

(The Nasdaq Capital Market)

Merchandise 3.01 Discover of Delisting or Failure to Satisfy a Continued Listing Rule or Normal; Switch of Listing.

On Might 8, 2023, BitNile Metaverse, Inc., a Nevada company (the “Company”) acquired a letter from the Listing {Qualifications} workers (the “Staff”) of the Nasdaq Inventory Market LLC (“Nasdaq”) notifying the Firm that the Employees has decided to delist the Firm’s widespread inventory, par worth $0.001 per share (the “Common Stock”) from The Nasdaq Capital Market, efficient Might 17, 2023, pursuant to Listing Rule 5810(c)(3)(A)(iii), because the Firm’s widespread inventory traded under $0.10 per share for 10 consecutive buying and selling days. In keeping with the letter, the Firm has till Might 15, 2023 to enchantment the Employees’s resolution. The letter adopted a earlier letter acquired from Nasdaq on December 30, 2022, whereby the Firm was notified that the bid value of its Frequent Inventory had closed at lower than $1.00 per share for 30 consecutive buying and selling days leading to its non-compliance with Listing Rule 5550(a)(2).

The Firm intends to enchantment the Employees’s resolution and search to regain compliance with the Nasdaq Listing Rules. Within the furtherance of the foregoing, the Firm filed the Certificates of Change with the Nevada Secretary of State in an effort to full a reverse inventory cut up of its Frequent Inventory at a ratio of 1-for-30 (the “Reverse Split”), as extra significantly described in Merchandise 3.03 of this Present Report on Form 8-Okay. Particularly, the Reverse Cut up was effected to extend the inventory value per share of the Frequent Inventory. Nonetheless, no assurances might be provided that the Firm’s enchantment or the Reverse Cut up will allow the Firm to take care of the itemizing of its Frequent Inventory on The Nasdaq Capital Market.

Merchandise 3.03 Materials Modification to Rights of Safety Holders.

The Board of Administrators of the Firm permitted the Reverse Cut up of the Firm’s issued and excellent shares of Frequent Inventory, which Reverse Cut up was efficient on Might 4, 2023 (the “Effective Date”).

Results of the Reverse Cut up

Efficient Date; Image; CUSIP Quantity. The Reverse Cut up is predicted to turn into efficient with Nasdaq and the Frequent Inventory will start buying and selling on a split-adjusted foundation within the coming days. In reference to the Reverse Cut up, the CUSIP quantity for the Frequent Inventory modified to 27888N406.

Cut up Adjustment; Therapy of Fractional Shares. On the Efficient Date, the entire variety of shares of Frequent Inventory held by every stockholder of the Firm transformed robotically into the variety of shares of Frequent Inventory equal to: (i) the variety of issued and excellent shares of Frequent Inventory held by every such stockholder instantly previous to the Reverse Cut up divided by (ii) 30. Any fractional share of Frequent Inventory that will in any other case outcome from the Reverse Cut up was rounded to a complete share and, as such, any stockholder who in any other case would have held a fractional share after giving impact to the Reverse Cut up will as an alternative maintain one entire share of the post-Reverse Cut up Frequent Inventory after giving impact to the Reverse Cut up. Because of this, no fractional shares will probably be issued in reference to the Reverse Cut up and no money or different consideration will probably be paid in reference to any fractional shares that will in any other case have resulted from the Reverse Cut up. The Firm will deal with stockholders holding shares of Frequent Inventory in “street name” (that’s, held via a financial institution, dealer or different nominee) in the identical method as stockholders of document whose shares of Frequent Inventory are registered of their names. Banks, brokers or different nominees will probably be instructed to impact the Reverse Cut up for his or her useful holders holding shares of our Frequent Inventory in “street name;” nevertheless, these banks, brokers or different nominees could apply their very own particular procedures for processing the Reverse Cut up.

Additionally on the Efficient Date, all choices, warrants and different convertible securities of the Firm excellent instantly previous to the Reverse Cut up have been adjusted by dividing the variety of shares of Frequent Inventory into which the choices, warrants and different convertible securities are exercisable or convertible by 30 and multiplying the train or conversion value thereof by 30, all in accordance with the phrases of the plans, agreements or preparations governing such choices, warrants and different convertible securities and topic to rounding to the closest entire share. Such proportional changes have been additionally made to the variety of shares and restricted inventory items issued and issuable underneath the Firm’s fairness compensation plan.

Certificated and Non-Certificated Shares. Stockholders who maintain their shares in digital type at brokerage companies don’t have to take any motion, because the impact of the Reverse Cut up will robotically be mirrored of their brokerage accounts.

Stockholders holding paper certificates could (however are usually not required to) ship the certificates to the Firm’s switch agent and registrar, Pacific Inventory Switch Firm (“Pacific”). Pacific will problem a brand new inventory certificates reflecting the Reverse Cut up to every requesting stockholder.

Certificates of Change. The Firm effected the Reverse Cut up pursuant to the Firm’s submitting of a Certificates of Change (the “Certificate of Change”) with the Nevada Secretary of State on the Efficient Date, in accordance with Nevada Revised Statutes (“NRS”) 78.209. The Certificates of Change turned efficient upon submitting. A replica of the Certificates of Change is hooked up hereto as Exhibit 3.1 and is integrated herein by reference.

No Stockholder Approval Required. The Reverse Cut up was permitted by the Board of Administrators of the Firm and given impact pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Cut up was required.

Capitalization. Previous to the Reverse Cut up, the Firm was licensed to problem 100,000,000 shares of Frequent Inventory. On account of the Reverse Cut up, the Firm will probably be licensed to problem 3,333,333 shares of Frequent Inventory. As of the Efficient Date, there have been roughly 48,786,685 shares of Frequent Inventory excellent. On account of the Reverse Cut up, there have been roughly 1,626,223 shares of Frequent Inventory excellent (topic to adjustment as a result of impact of rounding fractional shares into entire shares). The Reverse Cut up didn’t have any impact on the acknowledged par worth of the Frequent Inventory. The Reverse Cut up didn’t have an effect on the variety of licensed or issued shares of the Firm’s most popular inventory.

Instantly after the Reverse Cut up, every stockholder’s relative possession curiosity within the Firm and proportional voting energy remained nearly unchanged apart from minor adjustments and changes that resulted from rounding fractional shares into entire shares.

Merchandise 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal 12 months.

The data set forth in Merchandise 3.03 of this Present Report on Form 8-Okay is hereby integrated by reference into this Merchandise 5.03.

On Might 8, 2023, the Firm filed with the Nevada Secretary of State a Certificates of Modification to the Certificates of Designation of Rights, Preferences and Limitations (the “Amended Certificate”) of Sequence A Convertible Redeemable Most popular Inventory (the “Series A”). The Amended Certificates applied the next amendments to the Sequence A: (i) fixing the voting rights of the Sequence A to these initially afforded underneath the Sequence A Certificates of Designation as in impact on June 8, 2022 designed to make sure compliance with Nasdaq Listing Rule 5640; and (ii) implementing limitations on conversions of the Sequence A designed to make sure compliance with Nasdaq Listing Rule 5635.

The foregoing descriptions of the Certificates of Change and Amended Certificates don’t purport to be full and are certified of their entirety by reference to the Certificates of Change and Amended Certificates, copies of that are filed as Exhibit 3.1 and three.2, respectively, to this Present Report on Form 8-Okay and are integrated herein by reference.

Merchandise 9.01 Monetary Statements and Displays.

SIGNATURES

Pursuant to the necessities of the Securities Trade Act of 1934, the Registrant has duly triggered this report back to be signed on its behalf by the undersigned, hereunto duly licensed.

Might 10, 2023

BitNile Metaverse, Inc.

By:

/s/ Randy S. Might

Randy S. Might

Chief Government Officer