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    Ecoark Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

    1/26/24 4:30:28 PM ET
    $ZEST
    Oil & Gas Production
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    Get the next $ZEST alert in real time by email
    false 0001437491 0001437491 2024-01-23 2024-01-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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):  January 23, 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.)

     

    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   ROI   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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     

    On January 23, 2024, RiskOn International, Inc., a Nevada corporation (the “Company”), received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, as a result of Milton C. Ault, III’s appointment to the board of directors of the Company (the “Board”) effective January 4, 2024, the Company currently has six (6) directors, with only three (3) of which qualify as independent directors. As such, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605, which requires, among other things, a listed company to have at least a majority of its Board members qualify as independent directors.

     

    Pursuant to Nasdaq Listing Rule 5605(b)(1)(A), the Company is entitled to a “cure period” until the earlier of the Company’s next annual shareholders’ meeting or January 6, 2025, or if the next annual shareholders’ meeting is held before July 2, 2024, then the Company must evidence compliance no later than July 2, 2024. The Company intends to appoint one or more independent directors to the Board prior to the end of the cure period.

     

    The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.

     

    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: January 26, 2024 /s/ Henry Nisser  
      Henry Nisser
      President and General Counsel

     

     

    - 3 -

     

     

     

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