Milton C. Ault III - 15 Nov 2023 Form 4 Insider Report for RiskOn International, Inc.

Role: 10%+ Owner
Signature: /s/ Milton C. Ault, III
Issuer symbol: N/A
Transactions as of: 15 Nov 2023
Net transactions value: +$9,103,454,016
Form type: 4
Filing time: 17 Nov 2023, 16:42:40 UTC
Previous filing: 24 Oct 2023
Next filing: 21 Nov 2023
SEC: View on sec.gov

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BNMV	Series D Convertible Preferred Stock	Purchase	$9,103,454,016	+603		$15085930.69^*	603	15 Nov 2023	Common Stock	29,580,392	$0.5100	By Ault Alliance, Inc.	F1, F2, F3, F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	The conversion price will be subject to certain adjustments, including potential downward adjustment if the Issuer issues shares of common stock, or is deemed to issue shares of common stock, at a price per share that is lower than the conversion price then in effect.
F2	This number of shares of Series D Convertible Preferred Stock does not include additional shares that may be issued in lieu of cash for dividend payments.
F3	The preferred stock has no expiration date.
F4	Each share of Series D Convertible Preferred Stock has a stated value of $25,000 and is convertible into such number of shares of common stock determined by dividing the stated value by $0.51 (the conversion price). This reflects the maximum number of shares of common stock that may be issued upon conversion of all shares of Series D Convertible Preferred Stock currently owned by the Reporting Person. In addition, this number of shares of common stock does not reflect additional shares of Series D Convertible Preferred Stock that may be issued in lieu of cash for dividend payments.
F5	On November 15, 2023, the Issuer issued Ault Alliance, Inc. ("AAI") 603.44 shares of the Issuer's newly designated Series D Convertible Preferred Stock for a total purchase price of $15,085,930.69. The purchase price was paid by the cancellation of $15,085,930.69 of cash advances made by AAI to the Issuer between January 1, 2023 and November 9, 2023.
F6	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.