ZEST Ecoark Holdings Inc

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported):  September 29, 2023

 

BITNILE METAVERSE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-40701		30-0680177
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

303 Pearl Parkway Suite 200, San Antonio, TX 78215

(Address of principal executive offices) (Zip Code)

 

(800) 762-7293

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		BNMV		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

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.

 

On September 28, 2023, BitNile Metaverse, Inc., a Nevada corporation formerly known as Ecoark Holdings, Inc. (the “Company”), filed Certificates of Amendment to the Certificate of Designation of Rights, Preferences, and Limitations (collectively, the “Amended Certificates”) with the Nevada Secretary of State with respect to the Company’s Series B Convertible Preferred Stock and its Series C Convertible Preferred Stock (together, the “Preferred Stock”) issued in connection with a Share Exchange Agreement dated February 8, 2023, by and among the Company, Ault Alliance, Inc. and the other signatories thereto. The Amended Certificates eliminated the voting rights of the holders of shares of the Preferred Stock.

 

The foregoing descriptions of Amended Certificates do not purport to be complete and are qualified in their entirety by reference to the Amended Certificates, copies of which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Certificate of Designation of Rights, Preferences and Limitations of Series B Convertible Preferred Stock
3.2		Certificate of Amendment to the Certificate of Designation of Rights, Preferences and Limitations of Series C Convertible Preferred Stock
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 

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 29, 2023	/s/ Henry Nisser
	Henry Nisser President and General Counsel

 

 

-3-

 

 

 

Exhibit 3.1

 

Business Entity - Filing Acknowledgement 09/28/2023 Work Order Item Number:W2023092801019 - 3177399 Filing Number:20233516452Filing Type:Amended Certification of Stock Designation After Issuance of Class/SeriesFiling Date/Time:09/28/2023 10:50:40 AMFiling Page(s):3Indexed Entity Information:Entity ID: E0794682007-0Entity Name: BitNile Metaverse, Inc.Entity Status: ActiveExpiration Date: NoneCommercial Registered AgentCORPORATE CREATIONS NETWORK INC.8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

 

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT1. Entity information:Name of entity: BitNile Metaverse, Inc. Entity or Nevada Business Identification Number (NVID): NV20071519619 2. Effective date and time:For Certificate of Designation or Amendment to Designation OnlyDate: 09/28/2023 Time: (Optional):(must not be later than 90 days after the certificate is filed)3. Class or series of stock: (Certificate of Designation only)The class or series of stock being designated within this filing: 4. Information for amendment of class or series of stock:The original class or series of stock being amended within this filing: Series B Convertible Preferred Stock 5. Amendment of class or series of stock: Certificate of Amendment to Designation- Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. Certificate of Amendment to Designation- After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.6.Resolution: (Certificate of Designation and Amendment to Designation only)By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.* 7. Withdrawal:Designation being Withdrawn: Date of Designation: No shares of the class or series of stock being withdrawn are outstanding.The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * 8. Signature: (Required)XSignature of Officer David J. Katzoff Date: 09/28/2023 FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Certificate, Amendment or Withdrawal of DesignationNRS 78.1955, 78.1955(6) Certificate of Designation Certificate of Amendment to Designation - Before Issuance of Class or Series Certificate of Amendment to Designation - After Issuance of Class or Series Certificate of Withdrawal of Certificate of DesignationThis form must be accompanied by appropriate fees. page1 of 1Revised: 1/1/2019 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233516452Filed On09/28/2023 10:50:40 AMNumber of Pages3

 

 

1 BITNILE METAVERSE, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK September 28, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the "NRS") and Article IV of the Articles of Incorporation, as amended (the "Articles") of BitNile Metaverse, Inc. (the "Corporation"): WHEREAS, on March 6, 2023, following the approval of the Board of Directors of the Corporation (the "Board"), the Corporation filed with the Secretary of State of the State of Nevada, the Certificate of Designation of the Rights, Preferences and Limitations of Series B Convertible Preferred Stock (as amended, the "Certificate"); and WHEREAS, it is the desire of the Board to amend the Certificate; and WHEREAS, the Board, pursuant to the authority conferred upon it by Article IV of the Articles and in accordance with Section 78.1955 of the NRS, adopted the following resolutions: RESOLVED, that that the Certificate be amended as follows: Section 5. Voting Rights of the Certificate is amended by deleting and replacing it in its entirety by the following: "None." Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233516452Filed On09/28/2023 10:50:40 AMNumber of Pages3

 

 

2 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned as of the date first written above. BITNILE METAVERSE, INC. By: Name: Henry Nisser Title: President

 

 

 

 

Exhibit 3.2

 

Business Entity - Filing Acknowledgement 09/28/2023 Work Order Item Number:W2023092801020 - 3177401 Filing Number:20233516453Filing Type:Amended Certification of Stock Designation After Issuance of Class/SeriesFiling Date/Time:09/28/2023 10:50:57 AMFiling Page(s):3Indexed Entity Information:Entity ID: E0794682007-0Entity Name: BitNile Metaverse, Inc.Entity Status: ActiveExpiration Date: NoneCommercial Registered AgentCORPORATE CREATIONS NETWORK INC.8275 SOUTH EASTERN AVENUE #200, Las Vegas, NV 89123, USA FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

 

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT1. Entity information:Name of entity: BitNile Metaverse, Inc. Entity or Nevada Business Identification Number (NVID): NV20071519619 2. Effective date and time:For Certificate of Designation or Amendment to Designation OnlyDate: 09/28/2023 Time: (Optional):(must not be later than 90 days after the certificate is filed)3. Class or series of stock: (Certificate of Designation only)The class or series of stock being designated within this filing: 4. Information for amendment of class or series of stock:The original class or series of stock being amended within this filing: Series C Convertible Preferred Stock 5. Amendment of class or series of stock: Certificate of Amendment to Designation- Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued. Certificate of Amendment to Designation- After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.6.Resolution: (Certificate of Designation and Amendment to Designation only)By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.* 7. Withdrawal:Designation being Withdrawn: Date of Designation: No shares of the class or series of stock being withdrawn are outstanding.The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * 8. Signature: (Required)XSignature of Officer David J. Katzoff Date: 09/28/2023 FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov Certificate, Amendment or Withdrawal of DesignationNRS 78.1955, 78.1955(6) Certificate of Designation Certificate of Amendment to Designation - Before Issuance of Class or Series Certificate of Amendment to Designation - After Issuance of Class or Series Certificate of Withdrawal of Certificate of DesignationThis form must be accompanied by appropriate fees. page1 of 1Revised: 1/1/2019 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233516453Filed On09/28/2023 10:50:57 AMNumber of Pages3

 

 

1 BITNILE METAVERSE, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK September 28, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the "NRS") and Article IV of the Articles of Incorporation, as amended (the "Articles") of BitNile Metaverse, Inc. (the "Corporation"): WHEREAS, on March 6, 2023, following the approval of the Board of Directors of the Corporation (the "Board"), the Corporation filed with the Secretary of State of the State of Nevada, the Certificate of Designation of the Rights, Preferences and Limitations of Series C Convertible Preferred Stock (as amended, the "Certificate"); and WHEREAS, it is the desire of the Board to amend the Certificate; and WHEREAS, the Board, pursuant to the authority conferred upon it by Article IV of the Articles and in accordance with Section 78.1955 of the NRS, adopted the following resolutions: RESOLVED, that that the Certificate be amended as follows: Section 5. Voting Rights of the Certificate is amended by deleting and replacing it in its entirety by the following: "None." Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233516453Filed On09/28/2023 10:50:57 AMNumber of Pages3

 

 

2 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned as of the date first written above. BITNILE METAVERSE, INC. By: Name: Henry Nisser Title: President

 

 

 

v3.23.3

Cover	Sep. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 29, 2023
Current Fiscal Year End Date	--03-31
Entity File Number	001-40701
Entity Registrant Name	BITNILE METAVERSE, INC.
Entity Central Index Key	0001437491
Entity Tax Identification Number	30-0680177
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	303 Pearl Parkway Suite 200
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78215
City Area Code	(800)
Local Phone Number	762-7293
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BNMV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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