Ault Alliance Amends 13D Filing for RiskOn International

TL;DR

Ault Alliance updated its stake in RiskOn Intl. - check the details.

AI Summary

Ault Alliance, Inc. filed an amendment to its Schedule 13D on July 8, 2024, regarding its beneficial ownership of RiskOn International, Inc. The filing indicates a change in the reporting person's holdings, though specific new percentages or dollar amounts are not detailed in this excerpt. The filing also lists several group members associated with Ault Alliance, Inc., including Ault & Company, Inc. and Ault Lending, LLC.

Why It Matters

This amendment signals a potential shift in control or significant stake changes for RiskOn International, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and potential strategic shifts in the target company.

Key Players & Entities

• Ault Alliance, Inc. (company) — Filing entity
• RiskOn International, Inc. (company) — Subject company
• Ault & Company, Inc. (company) — Group member of Ault Alliance
• Ault Lending, LLC (company) — Group member of Ault Alliance
• Douglas Gintz (person) — Group member of Ault Alliance
• Henry C.W. Nisser (person) — Group member of Ault Alliance
• Joseph Spaziano (person) — Group member of Ault Alliance
• Milton C. Ault, III (person) — Group member of Ault Alliance
• Robert O. Smith (person) — Group member of Ault Alliance

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $7.03 million — ding were purchased from the Issuer for $7.03 million with working capital. 388,661 of the Sh
• $366,615.78 — . Ault Lending expended an aggregate of $366,615.78 for the purchase of the Shares. The rem
• $2,057.50 — g capital. A&C expended an aggregate of $2,057.50 for the purchase of the Shares. - 11
• $8,637.50 — eferred Stock owned by AAI is valued at $8,637.50 (based on the initial purchase price of
• $325 — Spaziano, Gintz and Smith is valued at $325, $150, $65, $90 and $5, respectively (b
• $150 — ano, Gintz and Smith is valued at $325, $150, $65, $90 and $5, respectively (based o
• $65 — intz and Smith is valued at $325, $150, $65, $90 and $5, respectively (based on the
• $90 — and Smith is valued at $325, $150, $65, $90 and $5, respectively (based on the init
• $5 — h is valued at $325, $150, $65, $90 and $5, respectively (based on the initial pur
• $15,085,930.69 — d to it in exchange for cancellation of $15,085,930.69 of cash advances made by AAI to the Iss
• $3,049.96 — unds. Mr. Ault expended an aggregate of $3,049.96 for the purchase of the Shares. Item

Filing Documents

• o78244sc13da2.htm (SC 13D/A) — 228KB
• ex99_1.htm (EX-99.1) — 10KB
• 0001214659-24-012080.txt ( ) — 240KB

Security and Issuer

Item 1. Security and Issuer.

of the Schedule 13D is hereby amended

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This statement relates to the common stock, $0.001 par value per share (the " Shares "), of RiskOn International, Inc., a Nevada corporation (the " Issuer "). The address of the principal executive offices of the Issuer is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended and restated in

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This (i) Ault Alliance, Inc., a Delaware corporation (" AAI "), with respect to the Shares beneficially owned directly by it and through its subsidiary Ault Lending, LLC; (ii) Ault Lending, LLC, a California limited liability company (" Ault Lending "), with respect to the Shares directly and beneficially owned by it; (iii) Ault & Company, Inc., Delaware corporation (" A&C "), with respect to the Shares beneficially owned directly by it; (iv) Milton C. Ault, III, Founder and Executive Chairman of AAI and the Executive Chairman of the Issuer; (v) Henry C.W. Nisser, President and General Counsel of AAI and the President and a director of the Issuer; (vi) Joseph Spaziano, Chief Information Officer and Director of Global Mining Operations of AAI and the Chief Executive Officer of the Issuer; (vii) Douglas Gintz, Chief Technology Officer of AAI and the Chief Technology Officer of the Issuer; and (viii) Robert O. Smith, a director of AAI and a director of the Issuer. Each of the foregoing is referred to as a " Reporting Person " and collectively as the " Reporting Persons ." Each of the Reporting Persons is party to that certain Joint Filing Agreement, attached hereto as Exhibit 99.1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto (" Schedule A ") is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of AAI. To the best of the Reporting Persons' knowledge, except as otherwise set forth herein, none of the persons listed in Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. - 10 - Set forth on Schedule B annexed hereto (" Schedule B ") is the name and present principal occupation or empl

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

of the Schedule 13D is hereby amended

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The 703 shares of Series A Convertible Redeemable Preferred Stock currently owned by Ault Lending were purchased from the Issuer for $7.03 million with working capital. 388,661 of the Shares owned by Ault Lending were purchased with its working capital. Ault Lending expended an aggregate of $366,615.78 for the purchase of the Shares. The remaining 487,814 Shares owned by Ault Lending were acquired upon the conversion of shares of Series A Convertible Redeemable Preferred Stock as well as received as payment of dividends in Shares on the shares of Series A Convertible Redeemable Preferred Stock. The 42,000 Shares owned by A&C were purchased with its working capital. A&C expended an aggregate of $2,057.50 for the purchase of the Shares. - 11 - 8,637.50 shares of Series B Convertible Preferred Stock owned by AAI were issued to it in exchange for shares of common stock of BitNile.com, Inc. owned by AAI pursuant to the Share Exchange Agreement dated February 8, 2023. The remaining 583.24 shares of Series B Convertible Preferred Stock owned by AAI were issued in lieu of cash for dividend payments on shares of Series B Convertible Preferred Stock. Such arrangements are discussed in further detail in the second and third paragraphs of Item 6 and are incorporated herein by reference. The consideration exchanged for the shares of Series B Convertible Preferred Stock owned by AAI is valued at $8,637.50 (based on the initial purchase price of the shares of common stock of BitNile.com, Inc.). 325, 150, 65, 90 and 5 shares of Series C Convertible Preferred Stock owned by Messrs. Ault, Nisser, Spaziano, Gintz and Smith, respectively, were issued to it in exchange for shares of common stock of BitNile.com, Inc. owned by Messrs. Ault, Nisser, Spaziano, Gintz and Smith, pursuant to the Share Exchange Agreement dated February 8, 2023. The remaining 21.95, 10.13, 4.22, 5.91 and 0.34 shares o

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each Reporting Person herein is based upon 32,666,241 Shares outstanding, which is the total number of Shares outstanding as of July 5, 2024, as reported by the Issuer to the Reporting Persons. A. Ault Alliance, Inc. (a) As of the date hereof, the Reporting Person may be deemed to beneficially own 877,472,192 Shares, representing (i) 746,618,551 Shares that may be issuable upon conversion of approximately 9,220.74 shares of Series B Convertible Preferred Stock owned by the Reporting Person, (ii) 129,977,166 Shares that may be issuable upon conversion of approximately 642.09 shares of Series D Convertible Preferred Stock owned by the Reporting Person, and (iii) 876,475 Shares owned by Ault Lending. Excludes 1,015,444 Shares issuable upon conversion of 703 shares of Series A Convertible Redeemable Preferred Stock owned by Ault Lending and Shares that may be issued to Ault Lending in lieu of cash for dividend payments on shares of Series A Convertible Redeemable Preferred Stock. The Series A Convertible Redeemable 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 the Issuer outstanding at the time of conversion. AAI may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of its relationship with Ault Lending as described in Item 2. Percentage: 96.50% (b) 1. Sole power to vote or direct vote: 0 - 12 - 2. Shared power to vote or direct vote: 877,472,192 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 877,472,192 (c) Except for approximately 18.0 shares of Series B Convertible Preferred Stock issued on July 5, 2024 as payment of accrued dividends, AAI has not entered into any transactions in the Shares during the

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