| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/29/2024 |
3. Issuer Name and Ticker or Trading Symbol
RiskOn International, Inc. [ ROI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Convertible Preferred Stock(1) | (2) | (3) | Common Stock | 83,333(4) | $7.5(5) | D | |
| Explanation of Responses: |
| 1. Pursuant to a Share Exchange Agreement, as amended, by and among the Issuer and Ault Alliance, Inc. as majority shareholder of BitNile.com, Inc., and certain minority shareholders of BitNile.com, Inc. including the Reporting Person, the Reporting Person acquired 62.50 shares of the Issuer's Series C Convertible Preferred Stock (the "Series C") in exchange for 62,500 shares of BitNile.com, Inc. Each share of the Issuer's Series C is convertible by dividing the stated value of $10,000 by $7.50, subject to a 4.99% beneficial ownership limitation. |
| 2. The Series C Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended. The conversion rights are also subject to certain beneficial ownership limitations contained in the Certificate of Designation for the Series C and the 19.9% beneficial ownership limitation imposed by the Rules of the Nasdaq Stock Market without shareholder approval. |
| 3. The Series C has no expiration date. |
| 4. In addition, this number of shares of common stock does not include shares of common stock that may be issued in lieu of cash for dividend payments. |
| 5. The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer closes a qualified financing resulting in at least $25,000,000 in gross proceeds at a price per share that is lower than the conversion price then in effect. |
| Remarks: |
| /s/ Joseph M. Spaziano | 02/06/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||