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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):  November 23, 2022

 

BITNILE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-12711   94-1721931
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

 

(949) 444-5464

(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   NILE   NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share   NILE PRD   NYSE American

 

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 November 23, 2022, BitNile Holdings, Inc. (the “Company”) convened its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on September 26, 2022, the record date for the Annual Meeting, 340,069,402 shares of common stock of the Company were issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders voted on seven 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 September 23, 2022. Stockholders approved proposals 1, 2, 3, 6 and 7, and rejected proposals 4 and 5 presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s stockholders.

 

Proposal One: The election of seven director nominees named by the Company to hold office until the next annual meeting of stockholders.

 

   For  Against  Abstain  Broker
Non-Votes
Milton C. Ault, III  90,834,197  30,340,778  2,579,705  56,056,879
William B. Horne  90,677,623  29,417,886  3,659,171  56,056,879
Henry C. Nisser  90,370,757  29,506,305  3,877,618  56,056,879
Robert O. Smith  89,317,969  30,276,495  4,160,216  56,056,879
 Howard Ash  89,816,820  29,779,262  4,158,598  56,056,879
Jeffrey A. Bentz  91,341,683  28,177,259  4,235,738  56,056,879
 Mordechai Rosenberg  91,719,337  27,709,155  4,326,188  56,056,879

 

Proposal Two: The ratification of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

For   Against   Abstain   Broker Non-Votes  
158,508,739   16,521,406   4,781,414   0  

 

Proposal Three: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker Non-Votes  
77,723,245   43,326,219   2,705,216   56,056,879  

 

Proposal Four: Approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the “Common Stock”) from 500,000,000 to 1,250,000,000.

 

For   Against   Abstain   Broker Non-Votes  
107,500,647   70,676,809   1,634,103   0  

 

Proposal Five:  Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

 

For   Against   Abstain   Broker Non-Votes  
39,180,606   38,678,033   45,896,041   56,056,879  

 

Proposal Six: Approval of the acceleration of the vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American.

 

For   Against   Abstain   Broker Non-Votes  
79,784,402   39,877,807   4,092,471   56,056,879  

 

Proposal Seven: Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan.

 

For   Against   Abstain   Broker Non-Votes  
79,407,581   42,057,883   2,289,216   56,056,879  

 

  
 

 

ITEM 7.01REGULATION FD DISCLOSURE

 

On November 23, 2022, the Company issued a press release announcing the results of the Annual Meeting, which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

On November 23, 2022, the Company also issued a press release announcing that that its Board of Directors has declared a pro rata dividend to the Company’s stockholders of (i) 140 million shares of common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) (“TurnOnGreen”), which represents approximately 81% of the outstanding shares of TurnOnGreen common stock, and (ii) warrants to purchase an additional 140 million shares of TurnOnGreen common stock (the “Distribution Securities”). The press release also announced that BitNile stockholders of record as of the close of business on December 30, 2022 will receive the Distribution Securities, which will be payable on January 5, 2023. This press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits:

 

Exhibit No.    Description
     
99.1   Press Release issued on November 23, 2022.
99.2   Press Release issued on November 23, 2022.
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).

 

  
 

 

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 HOLDINGS, INC.
     
     
Dated: November 23, 2022 /s/ Henry Nisser  
 

Henry Nisser

President and General Counsel

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

BitNile Holdings Announces Results of Annual Meeting of Stockholders

 

LAS VEGAS--(BUSINESS WIRE) – Nov. 23, 2022 -- BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the “Company”), announced the results of the Company’s 2022 Annual Meeting of Stockholders (the “Meeting”), which was held today, November 23, 2022, at 9:00 a.m. PT, and at which time the nominees for election as directors set forth in Proposal 1 were each re-elected and Proposals 2, 3, 6 and 7 were each approved by the stockholders. Proposals 4 and 5 were not approved by the stockholders.

 

At the Meeting, the stockholders voted upon and approved the following proposals as described in the Proxy Statement:

 

·Election of the seven director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders;

 

·Ratification of the appointment of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

 

·Approval of a non-binding advisory basis, the compensation of our named executive officers;

 

·Approval of the acceleration of vesting of certain unvested stock grants made in August of 2021 to current members of our board of directors, consisting of an aggregate of 1,000,000 shares of Common Stock, in order to comply with the listing rules of the NYSE American; and

 

·Approval of the BitNile 2022 Stock Incentive Plan (the “2022 Plan”).

 

At the Meeting, the stockholders voted upon and did not approve the following proposals as described in the Proxy Statement:

 

·Approval of the amendment to the Company’s Certificate of Incorporation to increase the authorized shares of Class A Common Stock from 500,000,000 to 1,250,000,000; and

 

·Approval of the 2022 equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

 

There were no other transactions of other business brought before the Meeting or any further adjournments or postponements thereof.

 

For more information on BitNile and its subsidiaries, BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s public filings and press releases available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.

 

About BitNile Holdings, Inc.

 

BitNile Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

 

   
 

 

 

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.BitNile.com.

 

Contacts:

IR@BitNile.com or 1-888-753-2235

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

   

 

 

BitNile Holdings Announces Record Date for Stock Dividend for Spinoff of Imperalis Holding (to be Renamed TurnOnGreen)

 

Record date is December 30, 2022 with a distribution date of January 5, 2023

 

BitNile to distribute to its stockholders 140 million shares and warrants to purchase an additional 140 million shares of Imperalis

 

Las Vegas, NV, November 23, 2022 – BitNile Holdings, Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the “Company”), announced today that its Board of Directors has declared a pro rata dividend to the stockholders of BitNile of (i) 140 million shares of common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) (“TurnOnGreen”), which represents approximately 81% of the outstanding shares of TurnOnGreen common stock, and (ii) warrants to purchase an additional 140 million shares of TurnOnGreen common stock (the “Distribution Securities” and the transaction, the “Distribution”). BitNile stockholders of record as of the close of business on December 30, 2022 (the “Record Date”) will receive the Distribution Securities, which will be payable on January 5, 2023 (the “Distribution Date”).

 

For BitNile stockholders that own BitNile common stock in registered form, in most cases the transfer agent, acting as the distribution agent, will credit their Distribution Securities to book-entry accounts established to hold their Distribution Securities. The distribution agent will mail these stockholders a statement reflecting their ownership of Distribution Securities shortly after the Distribution Date. For stockholders who own BitNile common stock through a broker, bank or other nominee, their Distribution Securities will be credited to their accounts by that broker, bank or other nominee.

 

No fractional shares of TurnOnGreen common stock are being issued. In lieu of receiving fractional shares, holders of BitNile common stock who would otherwise be entitled to receive fractional shares of TurnOnGreen common stock will be receiving cash for their fractional interests.

 

Subsequent to the Distribution, BitNile will continue to beneficially own approximately 370,000 shares of TurnOnGreen common stock and 25,000 shares of series A convertible redeemable preferred stock and BitNile would remain TurnOnGreen’s largest stockholder.

 

For more information on BitNile and its subsidiaries, BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s public filings and press releases available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.

 

 

About BitNile Holdings, Inc.

 

BitNile Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.

 

   
 

 

   

 

 

About TurnOnGreen

 

Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.) designs and manufactures innovative, feature-rich, and top-quality power products for mission-critical applications, lifesaving and sustaining applications spanning multiple sectors in the harshest environments. The diverse markets we serve include defense and aerospace, medical and healthcare, industrial, telecommunications and e-Mobility. TurnOnGreen brings decades of experience to every project, working with our clients to develop leading-edge products to meet a wide range of needs. TurnOnGreen’s headquarters are located at Milpitas, CA; www.turnongreen.com.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.BitNile.com.

 

Contacts:

IR@BitNile.com or 1-888-753-2235