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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):  March 29, 2024

 

RISKON INTERNATIONAL, 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.)

 

11411 Southern Highlands Pkwy., Suite 240, Las Vegas, NV 89141

(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   ROII   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 5.07Submission of Matters to a Vote of Security Holders

 

On March 29, 2024, RiskOn International, Inc. (the “Company”) convened its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). As of the close of business on February 20, 2024, the record date for the Annual Meeting, there were 33,591,900 votes entitled to be cast at the Annual Meeting in the aggregate, comprised of 32,634,808 shares of common stock, 293,725 shares of common stock underlying the Company's outstanding Series A Convertible Redeemable Preferred Stock and 663,367 shares of common stock underlying the Company's outstanding Series D Convertible Redeemable Preferred Stock. Shareholders were entitled to one vote for each share of common stock held by them. At the Annual Meeting, the shareholders voted on three 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 March 4, 2024. Shareholders approved all proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions, for each matter voted upon by the Company’s shareholders.

 

Proposal One: The election of the six (6) director nominees named in the Proxy Statement to hold office until the next annual meeting of shareholders. 

 

    For   Against   Abstain
Milton C. Ault, III   5,075,584   628,698   89,679
Henry Nisser   4,869,475   836,515   87,971
Robert O. Smith   5,216,305   489,909   87,747
Emily Pataki   5,166,186   539,528   88,247
Gary Metzger   5,178,223   524,577   91,161
Steve Smith   5,216,337   489,153   88,471

  

Proposal Two: The ratification of RBSM LLP, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.

 

For   Against   Abstain
11,094,181   834,124   182,606

 

 

Proposal Three: The approval of, on a non-binding advisory basis, the compensation of our named executive officers.

 

For   Against   Abstain
4,794,058   898,621   101,282

 

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits:

 

Exhibit No.    Description
     
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 and included in Exhibit 101).

 

 -2- 
 

 

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.

 

 

  RISKON INTERNATIONAL, INC.  
     
     
Dated: March 29, 2024 /s/ Henry Nisser  
 

Henry Nisser

President and General Counsel

  

 

 

 

-3-

 

 

 

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Entity File Number 001-40701
Entity Registrant Name RISKON INTERNATIONAL, INC.
Entity Central Index Key 0001437491
Entity Tax Identification Number 30-0680177
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 11411 Southern Highlands Pkwy.
Entity Address, Address Line Two Suite 240
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
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Title of 12(b) Security Common Stock, $0.001 par value
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Entity Emerging Growth Company false
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