Milton C. Ault III - Aug 22, 2023 Form 3/A - Amendment Insider Report for BitNile Metaverse, Inc. (BNMV)

Role: 10%+ Owner
Signature: By: /s/ Milton C. Ault, III
Stock symbol: BNMV
Transactions as of: Aug 22, 2023
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 8/25/2023, 08:15 PM
Date Of Original Report: Aug 25, 2023
Previous filing: Jul 19, 2023
Next filing: Aug 25, 2023

Transactions Table

Type	Sym	Class	Shares After	Date	Ownership	Footnotes
holding	BNMV	Common Stock	148K	Aug 22, 2023	By Ault Lending, LLC	F1
holding	BNMV	Common Stock	28K	Aug 22, 2023	By Ault Alpha LP	F2
holding	BNMV	Common Stock	1.6K	Aug 22, 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BNMV	Series A Convertible Redeemable Preferred Stock	Aug 22, 2023	Common Stock	1.27M	$7.50	By Ault Lending, LLC	F1, F3, F4, F5, F6
holding	BNMV	Series B Convertible Preferred Stock	Aug 22, 2023	Common Stock	11.5M	$7.50	By Ault Alliance, Inc.	F3, F5, F7, F8, F9
holding	BNMV	Series C Convertible Preferred Stock	Aug 22, 2023	Common Stock	433K	$7.50	By Ault Alliance, Inc.	F3, F5, F8, F9, F10, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Ault Lending, LLC ("Ault Lending") is a wholly owned subsidiary of Ault Alliance, Inc ("AAI"). The Reporting Person is the Executive Chairman of AAI and is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
F2	Milton C. Ault, III, is the Manager of Ault Alpha GP LLC ("Ault GP") and Ault Capital Management LLC ("AC Management"). Ault GP and AC Management are the general partner and investment manager to Ault Alpha LP ("Ault Alpha"), respectively. As such, Mr. Ault is deemed to beneficially own the shares held by Ault Alpha.
F3	The preferred stock has no expiration date.
F4	This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series A Convertible Preferred Stock currently owned by the Reporting Person. However, (i) the Series A Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series A Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series A Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of June 8, 2022.
F5	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.
F6	The conversion price is the lesser of (1) $30.00 and (2) the higher of (A) 80% of the 10-day daily volume weighted average price and (B) $7.50
F7	This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. The Series B Convertible Preferred Stock is not convertible until one day after the record date for shareholder approval of the Share Exchange Agreement, as amended, pursuant to which the Series B Convertible Preferred Stock was issued. Until such time as the issuance of all such possible shares of common stock upon conversion of the Series B Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person, along with other holders of preferred stock issued in the transaction that closed on March 6, 2023, are prohibited from converting the Series B Convertible Preferred Stock (and other securities beneficially owned by the Reporting Person) into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023.
F8	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.
F9	The Reporting Person is the Executive Chairman of AAI and is deemed to have voting and investment power with respect to the securities held of record by AAI.
F10	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, pursuant to which the Series C Convertible Preferred Stock was issued.
F11	This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series C Convertible Preferred Stock currently owned by Reporting Person. However, (i) the Series C Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 4.99% of the total number of shares of common stock of the Issuer outstanding at the time of conversion, and (ii) until such time as the transaction, including the issuance of all such possible shares of common stock upon conversion of the Series C Convertible Preferred Stock is approved by the Issuer's shareholders, the Reporting Person is prohibited from converting the Series C Convertible Preferred Stock into more than 19.9% of the total number of shares of common stock of the Issuer outstanding as of March 6, 2023.

Remarks:

This Form 3 amendment is being filed solely to correct the number of shares of common stock indirectly held by Ault Alpha LP. The original Form 3 reflected 3,000 shares and inadvertently omitted an additional 25,000 shares held in a separate brokerage account. As such, this amendment reflects a total of 28,0000 shares held by such entity.