Item 1.01 Entry into a Material Definitive Agreement
On December 30, 2021, BitNile Holdings, Inc., a Delaware corporation (the
"Company") entered into a Securities Purchase Agreement (the "SPA") with certain
sophisticated investors (the "Investors") providing for the issuance of (i)
Secured Promissory Notes (individually, a "Note" and collectively, the "Notes")
with an aggregate principal face amount of approximately $66,000,000; (ii)
five-year warrants to purchase an aggregate of 14,095,350 shares of Class A
Common Stock, par value $0.001 per share (the "Common Stock") of the Company
(the "Class A Warrant Shares") at an exercise price of $2.50, subject to
adjustment (the "Class A Warrants"); and (iii) five-year warrants to purchase an
aggregate of 1,942,508 shares of Common Stock the "Class B Warrant Shares" and
with the Class A Warrant Shares, the "Warrant Shares") at an exercise price of
$2.50 per share, subject to adjustment (as amended by the Class B Warrant
Amendment (as defined below), the "Class B Warrants" and together with the Class
A Warrants, the "Warrants").
On January 19, 2022, the Company and each of the Investors entered into an
Amendment to the Class B Warrants (the "Class B Warrant Amendment") to amend
Section 1(d) such that, as amended, if the Investors elect to exercise their
Class B Warrants on a cashless basis, they will receive a number of shares of
Common Stock (the "Class B Net Number") derived from the following formula:
Class B Net Number = (A x B)/C
For purposes of the foregoing formula:
A= the total number of shares with respect to which the Class B Warrant is then
being exercised.
B= Black Scholes Value (as set forth in the Class B Warrant).
C= the Closing Bid Price of the Common Stock as of two (2) Trading Days (as
defined in the Class B Warrant) prior to the time of such exercise, provided,
however, that in no event shall the Closing Bid Price used for the purposes of
calculating the Class B Net Number be less than $1.54 per share.
The maximum shares of Common Stock issuable upon the exercise of the Class B
Warrants on a cashless basis is 1,942,508.
The Warrants entitle the Investors to purchase an aggregate of 16,037,858
Warrant Shares for a period of five years, subject to certain beneficial
ownership limitations. The exercise price of each Warrant is subject to
adjustment for customary stock splits, stock dividends, combinations or similar
events. Notwithstanding anything therein to the contrary, the Warrants may be
exercised via cashless exercise at the option of the Investor.
The foregoing descriptions of the Note, the Class A Warrants, the Class B
Warrants, the SPA, and the Class B Warrant Amendment do not purport to be
complete and are qualified in their entirety by reference to their respective
forms which are annexed hereto as Exhibits 4.1, 4.2, 4.3, 10.1,and 10.2,
respectively, to this Amended Current Report on Form 8-K/A and are incorporated
herein by reference. The foregoing does not purport to be a complete description
of the rights and obligations of the parties thereunder and such descriptions
are qualified in their entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
Exhibit No. Description
4.1* Form of Note
4.2* Form of Class A Warrant
4.3* Form of Class B Warrant
10.1* Form of Securities Purchase Agreement
10.2 Form of Amendment to Class B Warrant
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).
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* Filed previously.
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