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RiskOn International | 8-K: Current report

SEC announcement ·  Feb 27 17:29
Summary by Moomoo AI
RiskOn International, Inc., headquartered in Las Vegas, Nevada, has been notified by the Nasdaq Listing Qualifications staff of non-compliance with certain Nasdaq Listing Rules, specifically the Business Combination Rule 5110(a) and the Shareholder Approval Rule 5635(b). The notice, received on February 21, 2024, is related to the company's acquisition of BitNile.com, Inc., which was completed on March 6, 2023. The Nasdaq staff has determined that a change of control occurred without proper shareholder approval, as Ault Alliance, Inc. (AAI) has exerted significant influence over RiskOn's management and board composition. AAI's officers and directors now hold a majority of RiskOn's board seats, and its senior management has replaced RiskOn's senior management team. Furthermore, RiskOn's financial statements are...Show More
RiskOn International, Inc., headquartered in Las Vegas, Nevada, has been notified by the Nasdaq Listing Qualifications staff of non-compliance with certain Nasdaq Listing Rules, specifically the Business Combination Rule 5110(a) and the Shareholder Approval Rule 5635(b). The notice, received on February 21, 2024, is related to the company's acquisition of BitNile.com, Inc., which was completed on March 6, 2023. The Nasdaq staff has determined that a change of control occurred without proper shareholder approval, as Ault Alliance, Inc. (AAI) has exerted significant influence over RiskOn's management and board composition. AAI's officers and directors now hold a majority of RiskOn's board seats, and its senior management has replaced RiskOn's senior management team. Furthermore, RiskOn's financial statements are consolidated with AAI's, indicating AAI's control. Additionally, the issuance of Series D Convertible Preferred Stock in exchange for the cancellation of debt to AAI was identified as a violation of the Shareholder Approval Rule. As a result, trading of RiskOn's common stock on Nasdaq will be suspended starting February 28, 2024. RiskOn has appealed the decision to a Hearings Panel, which will review the case on February 29, 2024. Depending on the outcome, the suspension may be lifted, or the stock may begin trading over-the-counter on the Pink Current Information tier.

This announcement is a separate document:

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