Joseph M. Spaziano - Jan 29, 2024 Form 3 Insider Report for RiskOn International, Inc. (ROI)

Role
Chief Operating Officer
Signature
/s/ Joseph M. Spaziano
Stock symbol
ROI
Transactions as of
Jan 29, 2024
Transactions value $
$0
Form type
3
Date filed
2/6/2024, 06:30 PM

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
holding ROI Series C Convertible Preferred Stock Jan 29, 2024 Common Stock 83.3K $7.50 Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 The Series C has no expiration date.
F4 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.
F5 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.