Form 8-K - Current report

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): October 17, 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.

Effective October 16, 2023, the BitNile Metaverse, Inc. (the “Company”) amended its Articles of Incorporation by filing a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of Nevada to increase the total number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), from 3,333,333 to 500,000,000. The Certificate of Amendment was authorized by the Board of Directors on August 25, 2023, and the amendment to the Company’s Articles of Incorporation was approved by the Company’s shareholders on October 16, 2023.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Additionally, on October 16, 2023, the Company held a Special Meeting of Shareholders (the “Meeting”). As of September 15, 2023, the record date for the Meeting, the Company had outstanding and entitled to vote 2,359,423 shares of Common Stock and 11,827 shares of its outstanding Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”), which together constitute all of the outstanding voting capital stock of the Company.

At the Meeting, the shareholders voted on six 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 13, 2023. At the Meeting, shareholders approved proposals 1, 2, 3, 4 and 5 and rejected proposal 6, all of which were 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 shareholders.

Proposal One: Approval of the amendment to the Company’s Articles of Incorporation to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-ten and not more than one-for-one hundred at any time prior to October 15, 2024, with the exact ratio to be set at a whole number within this range as determined by the Company’s Board of Directors in its sole discretion.

For		Against		Abstain		Broker Non-Votes
1,304,671		215,456		1,938		0

Proposal Two: Approval of the amendment to the Company’s Articles of Incorporation to increase the authorized shares of Common Stock from 3,333,333 to 500,000,000.

For		Against		Abstain		Broker Non-Votes
1,291,890		229,120		1,055		0

Proposal Three: Approval for purposes of complying with Listing Rules 5635 and 5640 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock underlying the Company’s Series A Preferred Stock, pursuant to the amendment dated May 8, 2023 to the Series A Certificate of Designation dated November 28, 2022, without giving effect to any beneficial ownership limitations contained therein.

For		Against		Abstain		Broker Non-Votes
142,302		59,564		2,492		1,101,516

Proposal Four: Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of Common Stock underlying the Company’s Senior Secured Convertible Notes and Warrants issued pursuant to the Securities Purchase Agreement dated April 27, 2023.

For		Against		Abstain		Broker Non-Votes
364,045		55,659		845		1,101,516

Proposal Five: Approval, for purposes of complying with Listing Rule 5635 of The Nasdaq Stock Market, LLC, of the issuance by the Company of additional shares of the Common Stock under an Equity Line of Credit pursuant to a Purchase Agreement dated August 24, 2023.

For		Against		Abstain		Broker Non-Votes
366,175		53,500		874		1,101,516

Proposal Six: Approval of the reincorporation of the Company from Nevada to Delaware at any time prior to October 15, 2024.

For		Against		Abstain		Broker Non-Votes
376,780		37,096		6,673		1,101,516

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Exhibit Description
3.1		Certificate of Amendment of Articles of Incorporation, as amended, of BitNile Metaverse, Inc., effective October 16, 2023.
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)

SIGNATURES

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.

October 17, 2023	BitNile Metaverse, Inc.

	By:	/s/ Henry Nisser
		Henry Nisser
		President and General Counsel

Exhibit 3.1

Business Entity - Filing Acknowledgement 10/16/2023 Work Order Item Number:W2023101601493 - 3221863 Filing Number:20233561335Filing Type:Amendment After Issuance of StockFiling Date/Time:10/16/2023 14:13:41 PMFiling 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

David Katzoff940 South Coast Dr Suite 200 Costa Mesa, CA 92626, USAWork Order #: W2023101601493October 16, 2023Receipt Version: 1 Special Handling Instructions: Submitter ID: 268928 Charges Description Fee DescriptionFiling NumberFiling Date/TimeFiling Status Qty Price AmountAmendment After Issuance of Stock Fees 20233561335 10/16/2023 2:13:41 PM InternalReview 1 $575.00 $575.00 Total $575.00 Payments Type Description Payment Status Amount Credit Card 6974908085176597103056 Success$575.00 Credit Card Service Fee Success$14.38 Total $589.38 Credit Balance: $0.00 FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings & Notary 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 David Katzoff940 South Coast Dr Suite 200 Costa Mesa, CA 92626, USA

Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity informationName of entity as on file with the Nevada Secretary of State :BitNile Metaverse, Inc. Entity or Nevada Business Identification Number (NVID) :NV20071519619 2. Restated or Amended and Restated Articles (Select one): (If amending and restating only, complete section 1, 2 and 6.) Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.Amended and Restated Articles* Restated or Amended and Restated Articles must be included with this filing type. 3. Type of amendment filing being completed: (Select only one box): (If amending, complete section 1,3,5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporatorsboard of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Officer"s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect:The entity name has been amended.DissolutionThe purpose of the entity has been amended.MergerThe authorized shares have been amended.ConversionOther: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov This form must be accompanied by appropriate fees. page 1 of 2 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233561335Filed On10/16/2023 14:13:41 PMNumber of Pages3

Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) 4. Effective date and Time: (Optional) Date: 10/16/2023Time: (must not be later than 90 days after the certificate is filed) 5. Information Being Changed: (Domestic corporations only) Changes to takes the following effect:The entity name has been amended.The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)The purpose of the entity has been amended.The authorized shares have been amended.The directors, managers or general partners have been amended.IRS tax language has been added.Articles have been added.Articles have been deletedOther. The articles have been amended as follows: (provide article numbers, if available) (attach additional page(s) if necessary)6. Signature: (Required) XSignature of Officer, Incorporator or Authorized SignerHenry Nisser Title Officer *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) FRANCISCO V. AGUILARSecretary of State 401 North Carson StreetCarson City, Nevada 89701-4201(775) 684-5708Website: www.nvsos.gov www.nvsilverflume.gov This form must be accompanied by appropriate fees. page 2 of 2

Article Four is hereby amended by replacing the first paragraph of such Article Four with the following: The total number of shares of capital stock of all classes and series the corporation shall have the authority to issue is 505,000,000 shares consisting of (i) 500,000,000 shares of common stock, par value $0.001 per share, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share. Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20233561335Filed On10/16/2023 14:13:41 PMNumber of Pages3

Cover	Oct. 17, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 17, 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