ZEST / Ecoark Holdings Inc - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40701 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified

As filed with the Securities and Exchange Commission on July 22, 2024

POS AM 1 y722247posam.htm As filed with the Securities and Exchange Commission on July 22, 2024 Registration Statement No. 333-274352 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 on FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) N

Via EDGAR

Via EDGAR July 19, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RiskOn International, Inc. Request for Withdrawal of Registration Statement on Form S-3 File No. 333-276555 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), RiskOn International, Inc.

Description of Capital Stock.

Exhibit 4.7 DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, and to the provisions of the Nevada Revised Statutes, as amended. We are authorized to

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant Bitnile.com, Inc., a Nevada corporation Ecoark, Inc., a Delaware corporation GuyCare, Inc., a Nevada corporation GuyCare Management, Inc., a Nevada corporation RiskOn Learning, Inc., a Nevada corporation RiskOn360, Inc., a Nevada corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40701 RISKON INTERNATIONAL, INC. (Exact n

Form of Letter Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.5 July 12, 2024 MeetKai, Inc. 4136 Del Rey Avenue, Suite 640 Marina Del Rey, CA 90262 Re: Various Agreements by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc. (“MeetKai”)   Dear Ladies and Gentlemen:   This letter agreement (this “Letter Agreement”) is being entered into in connection with, and as a condition to, the parties’ execution and delivery of the (i) Master Se

Form of Master Services Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.1 MeetKai, Inc. Master Services Agreement This Master Services Agreement (“Agreement”) is entered into as of July 12, 2024 (“Effective Date”), by and between MeetKai, Inc. (“MeetKai”), and RiskOn International, Inc. (“Customer”). For clarity, this Agreement supersedes, in its entirety, the prior Master Services Agreement executed by the parties on February 21, 2024 (and which prior agre

Form of Statement of Work #1 to the Master Services Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.2 STATEMENT OF WORK #1 In the case of conflict with any other term or condition in this Statement of Work (this “SOW”) and the Master Services Agreement (the “Agreement”) dated July 12, 2024 (the “Effective Date”) by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc. (“MeetKai”), the terms of this SOW shall govern. Any capitalized terms used in this SOW but not defined sha

Form of Development Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.3 MeetKai, Inc. Development Agreement This Development Agreement (this “Agreement”) is entered into as of July 12, 2024 (“Effective Date”), by and between MeetKai, Inc. (“MeetKai”), and RiskOn International, Inc. (“Customer”). WHEREAS, the parties have executed a master services agreement (“MSA”) pursuant to which Customer is provided access to MeetKai’s hosted platform; and WHEREAS, in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

Form of Statement of Work #1 to the Development Agreement, dated as of July 12, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.4 STATEMENT OF WORK #1 In the case of conflict with any other term or condition in this Statement of Work (this “SOW”) and the Development Agreement (the “Agreement”) dated July 12, 2024 (the “Effective Date”) by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc. (“MeetKai”), the terms of this SOW shall govern. Any capitalized terms used in this SOW but not defined shall h

ROII / RiskOn International, Inc. / Ault Global Holdings, Inc. - AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 RiskOn International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 27888N406 (CUSIP Number) Milton C. Ault, III

Joint Filing Agreement by and among Ault Alliance, Inc., Ault Lending, LLC, Ault & Company, Inc., Milton C. Ault, III, Henry C.W. Nisser, Joseph Spaziano, Douglas Gintz and Robert O. Smith, dated July 8, 2024.

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of RiskOn Inte

Via EDGAR

Via EDGAR July 3, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: RiskOn International, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-276661 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), RiskOn International, Inc.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING ý Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on

incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on June

Exhibit 3.1 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20244117293Filed On6/10/2024 11:03:00 AMNumber of Pages4

incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the SEC by the Issuer on June 13, 2024

Exhibit 3.2 Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0794682007-0Filing Number20244117289Filed On6/10/2024 10:58:00 AMNumber of Pages3

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 RISKON INTERNATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizat

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizat

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organi

Form of Certificate of Designations of the Rights, Preferences and Limitations of the Series E Convertible Preferred Stock.

Exhibit 3.1 RISKON INTERNATIONAL, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK February 21, 2024 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of RiskOn International, Inc. (the “Corporation”): WHER

Securities Purchase Agreement, dated as of February 21, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2024, between RiskOn International, Inc., a Nevada corporation (the “Company”) and MeetKai, Inc., a Delaware corporation (the “Purchaser”). PREAMBLE WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 RISKON INTERNAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organi

Statement of Work #1, dated as of February 21, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.3 STATEMENT OF WORK #1 In the case of conflict with any other term or condition in this Statement of Work (this “SOW”) and the Master Services Agreement (the “Agreement”) dated February 21, 2024 by and between RiskOn International, Inc. (“ROI”) and MeetKai, Inc. (“MeetKai”), the terms of this SOW shall govern. Any capitalized terms used in this SOW but not defined shall have the meaning

Amendment and Exchange Agreement, dated as of February 21, 2024.

Exhibit 10.1 AMENDMENT AND EXCHANGE AGREEMENT THIS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of February 21, 2024, is entered into by and among RiskOn International, Inc. (f/k/a BitNile Metaverse, Inc.), a Nevada corporation (the “Company”), and the undersigned holder (or holders) of securities of the Company (each, a “Holder Entity”, and collectively, the “Holder”). Capitalize

Master Services Agreement, dated as of February 21, 2024, by and between RiskOn International, Inc. and MeetKai, Inc.

Exhibit 10.2 MeetKai, Inc. Master Services Agreement This Master Services Agreement (“Agreement”) is entered into as of February 21, 2024, by and between MeetKai, Inc. (“MeetKai”), and RiskOn International, Inc. (“Customer”). 1. Services. 1.1 Provision of Services. MeetKai agrees to use commercially reasonable efforts to provide the hosted platform (“Platform”) for use of the Website, as well as t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 ¨ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: December 31, 2023 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 RISKON INTERNATIONAL

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report

RiskOn International, Inc. 40,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276661 Prospectus RiskOn International, Inc. 40,000,000 Shares of Common Stock This prospectus relates to the offer and resale of up to 40,000,000 shares of common stock, par value $0.001 per share, of RiskOn International, Inc. (f/k/a BitNile Metaverse, Inc.) (“we,” “us,” “our” or the “Company”), by Arena Business Solutions Global SPC II, Ltd.

As filed with the Securities and Exchange Commission on February 8, 2024

As filed with the Securities and Exchange Commission on February 8, 2024 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) RiskOn International, Inc.

Calculation of Filing Fee Tables Form S-1 (Form Type) RiskOn International, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) RiskOn International, Inc.

As filed with the U.S. Securities and Exchange Commission on February 7, 2024

As filed with the U.S. Securities and Exchange Commission on February 7, 2024 Registration No. 333-276661 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RiskOn International, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or

RiskOn Announces Planned Transition of Executive Leadership

Exhibit 99.1 RiskOn Announces Planned Transition of Executive Leadership RiskOn Further Announces an Update on its Previously Announced Distribution of its Holdings of White River Energy Corp Stock LAS VEGAS-(BUSINESS WIRE) – January 29, 2024 – RiskOn International, Inc. (Nasdaq: ROI) (“RiskOn,” or the “Company”), today announced that Randy May, Chairman and Chief Executive Officer, and Jay Puchir

Employment Agreement dated January 28 and effective January 29, 2024 entered into by and between the Company and Kayson Pulsipher. Incorporated by reference to the Current Report on Form 8-K filed on January 29, 2024 as Exhibit 10.1 thereto.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 28, 2024 and effective as of January 29, 2024 (“Effective Date”), by and between RiskOn International, Inc., a Nevada corporation with an address of 303 Pearl Parkway Suite 200, San Antonio, TX 78215 (the “Company”) and Kayson Pulsipher, an individual (the “Exec

TRANSFER AGREEMENT

Exhibit 99.2 TRANSFER AGREEMENT This Transfer Agreement is dated January 28, 2024 (this “Agreement”), and entered into by and among RiskOn International, Inc., a Nevada corporation (“RiskOn”), Jay Puchir (the “RiskOn Representative”) and Brian McBride (the “Second Level Reviewer”). RiskOn, the RiskOn Representative and the Second Level Reviewer are at times individually referred to as a “Party” an

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 RISKON INTERNATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiz

BNMV / BitNile Metaverse Inc / Arena Investors LP - SC 13G Passive Investment

SC 13G 1 tm244159d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RiskOn International, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 27888N406 (CUSIP Number) January 18, 2024 (Date of Event Which Requires Filing of this Statement) Check

Joint Filing Agreement

EX-99.1 2 tm244159d1ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, $0.001 par value per share, of RiskOn International, Inc., and furth

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) RiskOn International, Inc.

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant The following are the subsidiaries of the Company as of January 23, 2024: Bitnile.com, Inc., 100% Ecoark, Inc., 100% GuyCare, Inc., 100% GuyCare Management, Inc., 100% RiskOn Learning, Inc., 100% RiskOn 360, Inc., 100%

As filed with the U.S. Securities and Exchange Commission on January 23, 2024

As filed with the U.S. Securities and Exchange Commission on January 23, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RiskOn International, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 7374 (Prima

As filed with the Securities and Exchange Commission on January 17, 2024

As filed with the Securities and Exchange Commission on January 17, 2024 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) RiskOn International, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiz

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiza

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 RISKON INTERNATIONA

BNMV / BitNile Metaverse Inc / Ault Global Holdings, Inc. - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 p1117234sc13da1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 RiskOn International, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities

RiskOn International Announces Signing of Agreement to Sell Series D Preferred Stock

Exhibit 99.1 RiskOn International Announces Signing of Agreement to Sell Series D Preferred Stock LAS VEGAS-(BUSINESS WIRE) – November 15, 2023 – RiskOn International, Inc. (Nasdaq: ROI) (“RiskOn,” or the “Company”), today announced the execution of a Securities Purchase Agreement (the “Agreement”) with Ault Alliance, Inc. (“AAI”), pursuant to which the Company will sell to AAI 603.44 shares of ne

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organi

Form of Certificate of Designations of Rights, Preferences and Limitations of Series D Convertible Preferred Stock. Incorporated by reference to the Current Report on Form 8-K filed on November 15, 2023 as Exhibit 4.1 thereto.

Exhibit 4.1 RISKON INTERNATIONAL, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK November 14, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of RiskOn International, Inc. (the “Corporation”): WHER

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on November 15, 202

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 14, 2023 (the “Effective Date”), between RiskOn International, Inc., a Nevada corporation (the “Company”) and Ault Alliance, Inc., a Delaware corporation (the “Purchaser”). PREAMBLE WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Repor

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 RISKON INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiz

BitNile Metaverse, Inc. 25,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275122 Prospectus BitNile Metaverse, Inc. 25,000,000 Shares of Common Stock This prospectus relates to the offer and resale of up to 25,000,000 shares of common stock, par value $0.001 per share, of BitNile Metaverse, Inc. (“we,” “us,” “our” or the “Company”), by Arena Business Solutions Global SPC II, Ltd., on behalf of and for the account of

BitNile Metaverse Announces Name Change to RiskOn International

Exhibit 99.1 BitNile Metaverse Announces Name Change to RiskOn International Company to also change its stock symbol to ROI LAS VEGAS-(BUSINESS WIRE) – October 31, 2023 –BitNile Metaverse, Inc. (Nasdaq: BNMV) (the “Company”), announced today that it will change its name to RiskOn International, Inc., effective at 12:01 am Pacific Time on Wednesday, November 1, 2023. In connection with the name cha

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

Certificate of Amendment to Articles of Incorporation effective November 1, 2023. Incorporated by reference to the Current Report on Form 8-K filed on October 31, 2023 as Exhibit 3.1 thereto.

Exhibit 3.1 Business Entity - Filing Acknowledgement 10/30/2023 Work Order Item Number: W2023103000319-3248632Filing Number:20233589197Filing Type:Amendment After Issuance of StockFiling Date/Time:10/30/2023 8:00:00 AMFiling Page(s):2Indexed Entity Information:Entity ID: E0794682007-0Entity Name: RiskOn International, Inc.Entity Status: ActiveExpiration Date: NoneCommercial Registered AgentCORPORA

October 26, 2023

EMAIL: [email protected] DIRECT DIAL: 212.451.2252 October 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance Re: BitNile Metaverse, Inc. Registration Statement on Form S-1 (No. 333-275122) Ladies and Gentlemen: On behalf of BitNile Metaverse, Inc. (the “Company”), we enclose the Company’s request

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2252 October 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: BitNile Metaverse, Inc. Registration Statement on Form S-1 (the “Registration Statement”) Ladies and Gentlemen: On behalf of BitNile Metaverse, Inc., a Nevada corporation (the “Company”), on October 20, 2023, we submitted in el

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BitNile Metaverse, Inc.

Amendment No. 1 to the Purchase Agreement, dated as of October 18, 2023, by and between the Company and Arena Business Solutions Global SPC II, LTD., on behalf of and for the account of Segregated Portfolio #3 – SPC #3. Incorporated by reference to the Current Report on Form 8-K filed on October 20, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 AMENDMENT NO. 1 TO PURCHASE AGREEMENT This Amendment No. 1 (“Amendment No. 1”) is dated October 18, 2023 to the Purchase Agreement dated August 24, 2023 (the “Agreement”) and is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #3 – SPC #3 (the “Investor”) and BitNile Metaverse, Inc., a Nevada corporation (the “Com

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant The following are the subsidiaries of the Company as of October 19, 2023: Bitnile.com, Inc. 100% Ecoark, Inc., 100% Agora Digital Holdings, Inc., 89% GuyCare, Inc., 100% RiskOn Learning, Inc., 100%

As filed with the U.S. Securities and Exchange Commission on October 20, 2023

As filed with the U.S. Securities and Exchange Commission on October 20, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 1311 (Primary

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

As filed with the Securities and Exchange Commission on October 17, 2023

As filed with the Securities and Exchange Commission on October 17, 2023 Registration Statement No.

Certificate of Amendment of Articles of Incorporation, as amended, effective October 16, 2023. Incorporated by reference to the Current Report on Form 8-K filed on October 17, 2023 as Exhibit 3.1 thereto.

Exhibit 3.1 Business Entity - Filing Acknowledgement 10/16/2023 Work Order Item Number:W2023101601493 - 3221863 Filing Number:20233561335Filing Type:Amendment After Issuance of StockFiling Date/Time:10/16/2023 14:13:41 PMFiling Page(s):3Indexed Entity Information:Entity ID: E0794682007-0Entity Name: BitNile Metaverse, Inc.Entity Status: ActiveExpiration Date: NoneCommercial Registered AgentCORPORA

October 17, 2023

EMAIL: [email protected] DIRECT DIAL: 212.451.2252 October 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Claudia Rios, Esq. Division of Corporation Finance Re: BitNile Metaverse, Inc. Registration Statement on Form S-3 (No. 333-274352) Ladies and Gentlemen: On behalf of BitNile Metaverse, Inc. (the “Company”), we enclose th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizati

October 3, 2023

EMAIL: [email protected] DIRECT DIAL: 212.451.2252 October 3, 2023 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Claudia Rios and Kevin Dougherty Re: BitNile Metaverse, Inc. Registration Statement on Form S-3 Filed September 6, 2023 File No. 333-27435

Certificate of Amendment to the Certificate of Designation of Rights, Preferences and Limitations of Series C Convertible Preferred Stock, dated September 28, 2023. Incorporated by reference to the Current Report on Form 8-K filed on September 29, 2023 as Exhibit 3.2 thereto.

Exhibit 3.2 Business Entity - Filing Acknowledgement 09/28/2023 Work Order Item Number:W2023092801020 - 3177401 Filing Number:20233516453Filing Type:Amended Certification of Stock Designation After Issuance of Class/SeriesFiling Date/Time:09/28/2023 10:50:57 AMFiling Page(s):3Indexed Entity Information:Entity ID: E0794682007-0Entity Name: BitNile Metaverse, Inc.Entity Status: ActiveExpiration Date

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiza

Certificate of Amendment to the Certificate of Designation of Rights, Preferences and Limitations of Series B Convertible Preferred Stock, dated September 28, 2023. Incorporated by reference to the Current Report on Form 8-K filed on September 29, 2023 as Exhibit 3.1 thereto

Exhibit 3.1 Business Entity - Filing Acknowledgement 09/28/2023 Work Order Item Number:W2023092801019 - 3177399 Filing Number:20233516452Filing Type:Amended Certification of Stock Designation After Issuance of Class/SeriesFiling Date/Time:09/28/2023 10:50:40 AMFiling Page(s):3Indexed Entity Information:Entity ID: E0794682007-0Entity Name: BitNile Metaverse, Inc.Entity Status: ActiveExpiration Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

As filed with the Securities and Exchange Commission on September 6, 2023

As filed with the Securities and Exchange Commission on September 6, 2023 Registration Statement No.

Calculation of Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) BITNILE METAVERSE, INC.

Stock Purchase Agreement dated as of August 28, 2023, between Zest Labs, Inc. and Zest Labs Holdings, LLC. Incorporated by reference to the Current Report on Form 8-K filed on September 1, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") entered into this 28th day of August, 2023, by and between Ecoark, Inc., a Delaware corporation (the "Seller") and Zest Labs Holdings, LLC (the "Purchaser"), and, for purposes of certain provisions set forth herein, BitNile Metaverse, Inc. a Nevada corporation formerly known as Ecoark Holdings, Inc ("Ecoark"). Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organizat

Purchase Agreement, dated as of August 24, 2023, between BitNile Metaverse, Inc. and Arena Business Solutions Global SPC II, LTD., on behalf of and for the account of Segregated Portfolio #3 – SPC #3. Incorporated by reference to the Current Report on Form 8-K filed on August 25, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2023, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #3 – SPC #3 (the “Investor”), and BITNILE METAVERSE, INC., a Nevada corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the condit

Termination Agreement, dated as of August 24, 2023, between BitNile Metaverse, Inc. and Arena.

Exhibit 10.2 TERMINATION AGREEMENT This Termination Agreement, dated August 24, 2023 (the “Termination Agreement”), is made by and between ARENA BUSINESS RESULTS, LLC, a Delaware limited liability company (the “Investor”) and BITNILE METAVERSE, INC., a Nevada corporation (the “Company”), and together with the Investor, collectively, the “Parties” and each a “Party”). WHEREAS, the Parties have ente

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2023 BitNile Metaverse, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 BITNILE METAVERSE, INC.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 11-K ¨ Transition Report on Form 20-F ¨ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 BITNILE METAVERSE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 BITNILE METAVERSE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organization)

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of the Registrant The following are the subsidiaries of the Company as of March 31, 2023: Bitnile.com, Inc. 100% Ecoark, Inc., 100% Zest Labs, Inc., 100% Agora Digital Holdings, Inc., 89%

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended March 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-53361 BITNILE METAVERSE, INC. (Exact name

Description of Capital Stock.

Exhibit 4.7 DESCRIPTION OF CAPITAL STOCK The following is a summary of all material characteristics of our capital stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, and to the provisions of the Nevada Revised Statutes, as amended. We are authorized to

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40701 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 11-K ☐ Transition Report on Form 20-F ☐ Transition Report on

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 BitNile Metaverse, Inc.

Purchase Agreement, dated as of June 5, 2023, between BitNile Metaverse, Inc. and Arena Business Results, LLC. Incorporated by reference to the Current Report on Form 8-K filed on June 9, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2023, is made by and between ARENA BUSINESS RESULTS, LLC, a Delaware limited liability company (the “Investor”), and BITNILE METAVERSE, INC., a Nevada corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 BitNile Metaverse, Inc.

BitNile Metaverse Announces 1-for-30 Reverse Stock Split

Exhibit 99.1 BitNile Metaverse Announces 1-for-30 Reverse Stock Split Las Vegas, NV, May 12, 2023 – BitNile Metaverse, Inc. (Nasdaq: BNMV) (“BitNile” or the “Company”) announced today that it will effect a 1-for-30 reverse stock split of its outstanding common stock. This will be effective for trading purposes as of the commencement of trading on May 15, 2023. The reverse stock split was previousl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Amended and Restated Certificate of Designation of Rights, Preferences and Limitations of Series A Convertible Redeemable Preferred Stock, dated May 9, 2023. Incorporated by reference to the Current Report on Form 8-K filed on May 10, 2023 as Exhibit 3.2 thereto.

Exhibit 3.2

Certificate of Change, dated May 4, 2023. Incorporated by reference to the Current Report on Form 8-K filed on May 10, 2024 as Exhibit 3.1 thereto

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 4, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

BitNile Metaverse Obtains $5.5 Million in Secured Debt Financing

Exhibit 99.1 BitNile Metaverse Obtains $5.5 Million in Secured Debt Financing Las Vegas, NV, April 28, 2023 – BitNile Metaverse, Inc. (Nasdaq: BNMV) (“BitNile” or the “Company”) announced today that it sold $6.875 million of principal face amount senior secured convertible notes with an original issue discount (the “Notes”) to sophisticated investors, for gross proceeds to the Company of $5.5 mill

Form of Guaranty dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.4 thereto.

Exhibit 10.4 GUARANTY GUARANTY, dated as of April 27, 2023 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Arena Investors, LP, in its capacity as collateral agent under the Purchase Agreement (defined below) (the “Collateral Agent”) for itself and the purchasers signatory (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 BITNILE METAVERSE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 BITNILE METAVERSE, INC. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation or organization

Form of Lockup Agreement dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.7 thereto.

Exhibit 10.7 BITNILE METAVERSE, INC. 303 Pearl Parkway Suite 200 San Antonio, TX April 27, 2023 Pacific Stock Transfer 6725 Via Austi Pkwy, Suite 300 Las Vegas, Nevada 89119 Attention: Re: BitNile Metaverse, Inc. - Lock-Up Agreement Dear Sirs: This Lock-Up Agreement is being delivered to you in connection with that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of April

Form of Warrant, dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 4.2 thereto.

Exhibit 4.2 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATI

Form of Voting Agreement dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.6 thereto.

Exhibit 10.6 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 27, 2023 (this “Agreement”), by and between BitNile Metaverse, Inc., a Delaware corporation with offices located at 303 Pearl Parkway Suite 200, San Antonio, TX 78215 (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). WHEREAS, the Compan

Form of Securities Purchase Agreement dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2023, is by and among BitNile Metaverse, Inc., a Nevada corporation with offices located at 303 Pearl Parkway, Suite 200, San Antonio, TX 78215 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, th

Form of Security Agreement dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.2 thereto.

Exhibit 10.2 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of April 27, 2023 (this “Agreement”), made by BitNile Metaverse, Inc., a Nevada corporation (the “Company”), and each of the undersigned direct and indirect Subsidiaries (as defined below) listed as a “Grantor” on the signature pages hereto (each a “Grantor” and together with the Company, collectively, the “Grantors

Form of Registration Rights Agreement dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.3 thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2023, is by and among BitNile Metaverse, Inc., a Nevada corporation with offices located at 303 Pearl Parkway, Suite 200, San Antonio, TX 78215 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS A. In connection with the Securi

Form of Subsidiary Guaranty dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 10.5 thereto.

Exhibit 10.5 SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY, dated as of April 27, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Arena Investors, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement

Form of Note, dated April 27, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 28, 2023 as Exhibit 4.1 thereto.

Exhibit 4.1 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 4, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Letter Agreement

Exhibit 10.1 BitNile Metaverse, Inc. 303 Pearl Parkway Suite 200 San Antonio, TX April 4, 2023 Ault Lending LLC David Katzoff, Manager Via email: [[email protected]] White River Energy Corp Jay Puchir, Chief Executive Officer Via email: [[email protected]] Dear David and Jay: Further to prior communications, this letter documents the understanding and agreement by and among BitNile Metaverse, I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 4, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 001-40701 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Letter Agreement dated April 4, 2023. Incorporated by reference to the Current Report on Form 8-K filed on April 6, 2023 as Exhibit 10.1 thereto.

Exhibit 10.1 BitNile Metaverse, Inc. 303 Pearl Parkway Suite 200 San Antonio, TX April 4, 2023 Ault Lending LLC David Katzoff, Manager Via email: [[email protected]] White River Energy Corp Jay Puchir, Chief Executive Officer Via email: [[email protected]] Dear David and Jay: Further to prior communications, this letter documents the understanding and agreement by and among BitNile Metaverse, I

Financial Statements and Exhibits, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 15, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission F

Articles of Merger, dated March 17, 2023. Incorporated by reference to the Current Report on Form 8-K filed on March 21, 2023 as Exhibit 3.1 thereto.

EX-3.1 2 ea175446ex3-1bitnile.htm ARTICLES OF MERGER Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 15, 2023 BitNile Metaverse, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

Form of Certificate of Designations of Rights, Preferences and Limitations of Series C Convertible Preferred Stock, dated March 6, 2023. Incorporated by reference to the Current Report on Form 8-K filed on March 10, 2023 as Exhibit 4.2 thereto.

Exhibit 4.2 ECOARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK March 6, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of Ecoark Holdings, Inc. (the “Corporation”): WHEREAS, Article I

Form of Certificate of Amendment to the Form of Certificate of Designations of Rights, Preferences and Limitations of Series B Convertible Preferred Stock, dated March 7, 2023. Incorporated by reference to the Current Report on Form 8-K filed on March 10, 2023 as Exhibit 4.3 thereto.

Exhibit 4.3 ECOARK HOLDINGS, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK March 7, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation, as amended (the “Articles”) of Ecoark Holdings, Inc. (the “Corporation”): WHEREAS, on March 6

Form of Certificate of Designations of Rights, Preferences and Limitations of Series B Convertible Preferred Stock, dated March 6, 2023. Incorporated by reference to the Current Report on Form 8-K filed on March 10, 2023 as Exhibit 4.1 thereto.

Exhibit 4.1 ECOARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK March 6, 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of Ecoark Holdings, Inc. (the “Corporation”): WHEREAS, Article I

ZEST / Ecoark Holdings Inc / Ault Global Holdings, Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Ecoark Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 27888N109 (CUSIP Number) Milton C, Ault, III AULT A

Form of Certificate of Amendment to the Form of Certificate of Designations of Rights, Preferences and Limitations of Series C Convertible Preferred Stock, dated March 7, 2023. Incorporated by reference to the Current Report on Form 8-K filed on March 10, 2023 as Exhibit 4.4 thereto.

EX-4.4 5 ea174940ex4-4ecoarkhold.htm FORM OF CERTIFICATE OF AMENDMENT TO THE FORM OF CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK Exhibit 4.4 ECOARK HOLDINGS, INC. CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK March 7, 2023 Pursuant to Section 7

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on March 10, 2023

Exhibit 10.1 Amendment to Share Exchange Agreement This Amendment (the “Amendment”) is dated as of March 6, 2023 and amends the Share Exchange Agreement dated February 8, 2023 (the “Agreement”) by and among Ecoark Holdings, Inc., a Nevada corporation (“Ecoark”) and Ault Alliance, Inc. (“AAI”) as majority shareholder of BiNile.com, Inc. Capitalized terms used and not otherwise defined herein have t

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Ecoark Holdings, Inc., a Nevada corporation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2023 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 23, 2023 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Master Service Agreement dated December 7, 2022 between Agora Digital Holdings, Inc. and BitNile Inc.

EX-10.2 2 f10q1222ex10-2ecoarkhold.htm MASTER SERVICE AGREEMENT DATED DECEMBER 7, 2022 BETWEEN AGORA DIGITAL HOLDINGS, INC. AND BITNILE INC Exhibit 10.2 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (the “Agreement”), dated as of December 6, 2022 (“Effective Date”), is by and between BitNile, Inc., a Nevada corporation having an office at 11411 Southern Highlands Parkway, Suite 240, Las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 ECOARK HOLDINGS, I

Form of Registration Rights Agreement dated February 8, 2023. Incorporated by reference to the Current Report on Form 8-K filed on February 14, 2023 as Exhibit 10.4 thereto.

EX-10.4 5 ea173243ex10-4ecoark.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2023, between Ecoark Holdings, Inc., a Nevada corporation (the “Company”), and the holders signatory hereto (each, a “Holder” and collectively the “Holders”). WHEREAS, this Agreement is m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2023 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on February 14, 2023

EX-10.1 2 ea173243ex10-1ecoark.htm FORM OF SHARE EXCHANGE AGREEMENT Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (this “Agreement”) dated as of February 8, 2023 (the “Effective Date”), is made and entered into by and between Ecoark Holdings, Inc., a Nevada corporation (the “Company”), Ault Alliance, Inc., a Delaware corporation (“AAI”) and the other signatories hereto (the “

Form of Certificate of Designations of Rights, Preferences and Limitations of Series C Convertible Preferred Stock

Exhibit 10.3 ECOARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK February , 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of Ecoark Holdings, Inc. (the “Corporation”): WHEREAS, Articl

Form of Certificate of Designations of Rights, Preferences and Limitations of Series B Convertible Preferred Stock

Exhibit 10.2 ECOARK HOLDINGS, INC. CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK February , 2023 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”) and Article IV of the Articles of Incorporation (as most recently amended on October 8, 2021, the “Articles”) of Ecoark Holdings, Inc. (the “Corporation”): WHEREAS, Articl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53361 CUSIP NUMBER 27888N307 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2023 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 24, 2023 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

At-The-Market Issuance Sales Agreement dated January 24, 2023 between Ecoark Holdings, Inc. and Ascendiant Capital Markets, LLC. Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2023 as Exhibit 1.1 thereto

EX-1.1 2 ea172093ex1-1ecoark.htm AT-THE-MARKET ISSUANCE SALES AGREEMENT DATED JANUARY 24, 2023 BETWEEN ECOARK HOLDINGS, INC. AND ASCENDIANT CAPITAL MARKETS, LLC Exhibit 1.1 ECOARK HOLDINGS, INC. Common Stock (par value $0.001 per share) At-The-Market Issuance Sales Agreement January 24, 2023 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Ecoark

Up to $3,500,000 of Common Stock Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-249532 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 29, 2020) Up to $3,500,000 of Common Stock Common Stock We have entered into an At-The-Market Issuance Sales Agreement (the “Offering Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent” or “Ascendiant”), relating to shares of our Common Stock, par value $0.

ZEST / Ecoark Holdings Inc / Nepsis, Inc. - NEPSIS INC. Activist Investment

SC 13D/A 1 zesta1112023.htm NEPSIS INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Ecoark Holdings, Inc. (Name of Issuer) Common (Title of Class of Securities) 27888N109 (CUSIP Number) Mark Pearson President, CIO Nepsis, Inc. 8974 Eagle Creek Circle Minneapolis, MN 55378 952-746-2003 (Name, Addr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 13, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 7, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 28, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on November 30, 2022

Exhibit 3.1 ECOARK HOLDINGS, INC. THIRD CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK November 28, 2022 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the ?NRS?) and Article IV of the Articles of Incorporation, as amended (the ?Articles?) of Ecoark Holdings, Inc. (the ?Corporation?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 22, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 22, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on November 29, 2022

Exhibit 10.1 Ecoark Holdings, Inc. November 22, 2022 Via Email: [[email protected]] BitNile Holdings Inc. 11411 Southern Highlands Pkwy, Suite 240 Las Vegas, NV, 89141 Attention: Mr. Todd Ault, Executive Chairman Re: Series A Amendment Dear Todd: Confirming our recent telephone conversation, in exchange for $100 and other good and valuable consideration including your prior agreement to cancel the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 ECOARK HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53361 CUSIP NUMBER 27888N307 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 16, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission F

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 14, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission F

EVTN / Enviro Voraxial Technology, Inc. / Ecoark Holdings, Inc. - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Enviro Technologies U.S., Inc. (Name of Issuer) common stock (Title of Class of Securities) 29407T203 (CUSIP Number) Randy S. May Ecoark Holdings, Inc. 303 Pearl Parkway, Suite 200 San Antonio, TX 78

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Ecoark Holdings Announces Closing of the Sale of its Oilfield Services Business, Banner Midstream

Exhibit 99.1 Ecoark Holdings Announces Closing of the Sale of its Oilfield Services Business, Banner Midstream Oilfield services subsidiary completed a reverse merger into an existing industrial services public company, Enviro Technologies US SAN ANTONIO, Sept. 07, 2022 (GLOBE NEWSWIRE) - Ecoark Holdings, Inc. (?Ecoark? or the ?Company?) (NASDAQ: ZEST) today announced the closing of its previously

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Ecoark Holdings Announces Agreement to Sell Banner Midstream Oilfield Services Business Oil and gas services subsidiary in a reverse merger by an existing industrial services public company, Enviro Technologies US

Exhibit 99.1 Ecoark Holdings Announces Agreement to Sell Banner Midstream Oilfield Services Business Oil and gas services subsidiary in a reverse merger by an existing industrial services public company, Enviro Technologies US SAN ANTONIO, August 24, 2022 (GLOBE NEWSWIRE) - Ecoark Holdings, Inc. (?Ecoark? or the ?Company?) (NASDAQ: ZEST) today announced the execution of a definitive agreement to d

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 23, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Share Exchange Agreement, dated August 23, 2022, by and among Enviro Technologies U.S., Inc., Banner Midstream Corp. and Ecoark Holdings, Inc. Incorporated by reference to the Current Report on Form 8-K filed on August 30, 2022 as Exhibit 2.1 thereto.

Exhibit 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the ?Agreement?), dated as of the 23rd day of August 2022, by and among Enviro Technologies U.S., Inc., a Florida corporation (?Enviro?), Banner Midstream Corp., a Delaware corporation (?Banner Midstream?)? and Ecoark Holdings, Inc. a Nevada corporation ( ?Ecoark?) and the sole shareholder of Banner Midstream: A. As of the date of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Form of HUMBL Series C Certificate of Designation, dated August 11, 2022. Incorporated by reference to the Current Report on Form 8-K filed on August 16, 2022 as Exhibit 10.2 thereto.

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this ?Agreement?), dated as of August 11, 2022, is entered into among Agora Digital Holdings, Inc., a Nevada corporation (the ?Company?), Ecoark Holdings, Inc., a Nevada corporation (?Seller?), the other shareholders of the Company set forth on the signature page hereto (the ?Agora Shareholders,? and together with Selle

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 ECOARK HOLDINGS, INC.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

Form of Fortium Series A Certificate of Designation

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the ?Agreement?), dated as of the 22nd of July, 2022, by and between Fortium Holdings Corp., a Nevada corporation (?Fortium?), White River Holdings Corp., a Delaware corporation (?White River?); and Ecoark Holdings, Inc. a Nevada corporation ( ?Ecoark?) and the sole shareholder of White River: A. As of the date of this Agreement,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on July 15, 2022

Exhibit 10.1 ecoark Holdings, Inc. AMENDED AND RESTATED Warrant To Purchase Shares of Common Stock Date of Issuance: June 8, 2022 (?Issuance Date?) Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Digital Power Lending, LLC, the registered holder hereof or its permi

incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on July 15, 2022

Exhibit 3.1 ECOARK HOLDINGS, INC. SECOND CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF RIGHTS, PREFERENCES AND LIMITATIONS OF SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK July 14, 2022 Pursuant to Section 78.1955 of the Nevada Revised Statutes (the ?NRS?) and Article IV of the Articles of Incorporation, as amended (the ?Articles?) of Ecoark Holdings, Inc. (the ?Corporation?): W

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Preliminary Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities Registered under Section 12 of the Exchange Act of 1934

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK Common Stock We are authorized to issue 40,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the election of directors. In the event of our liquidation or dissoluti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53361 ECOARK HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53361 CUSIP NUMBER 27888N307 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on June 27, 2022

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

Form of Security Agreement dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 21, 2022 as Exhibit 10.3 thereto.

EXHIBIT 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Security Agreement?), dated as of June 16, 2022, is made by Trend Ventures, LP, a Delaware limited partnership, whose address below its signature block, (the ?Borrower?), in favor of Agora Digital Holdings, , Inc., a Nevada corporation (the ?Secured Party?) whose address is 145 King Street, Suite 410, Charleston, South Carolina 29401.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

Form of Guaranty Agreement dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 21, 2022 as Exhibit 10.4 thereto.

EXHIBIT 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?), made and executed this 16th day of June, 2022, by the undersigned subsidiaries of Trend (as defined below) set forth on Exhibit A attached hereto, each an entity organized under the law of the State set forth opposite their name on Exhibit A (?Guarantor?), having an address as set forth below their signature blocks, and Tre

Form of Secured Promissory Note, dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 21, 2022 as Exhibit 10.2 thereto.

EXHIBIT 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Form of Membership Interest Purchase Agreement, dated June 16, 2022. Incorporated by reference to the Current Report on Form 8-K filed on June 21, 2022 as Exhibit 10.1 thereto.

EXHIBIT 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the ?Agreement?) is made as of June 16, 2022 by and between Trend Ventures, LP a limited partnership organized under the laws of Delaware (the ?Purchaser?), and Agora Digital Holdings, Inc., a Nevada corporation (the ?Seller?). The Seller is the beneficial owner of all of the outstanding membership int

5,246,456 Shares Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-249532 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 29, 2020) 5,246,456 Shares Common Stock This prospectus supplement relates to the possible offer and sale from time-to-time by Digital Power Lending, LLC, a California limited liability company (the ?Selling Shareholder?), including its transferees, pledgees or donees, or successors

BitNile Holdings Announces Strategic Partnership and Investment in Ecoark Holdings

Exhibit 99.1 BitNile Holdings Announces Strategic Partnership and Investment in Ecoark Holdings BitNile subsidiary, Digital Power Lending, agrees to purchase $12 million in Ecoark preferred stock Ecoark subsidiary, Agora Digital, expects to deploy power capacity up to 78MW to power BitNile crypto miners Ecoark to deploy significant capital to its subsidiary, White River, for oil drilling projects

incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on June 9, 2022

Exhibit 3.1

incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC by the Issuer on June 9, 2022

Exhibit 10.2 ecoark Holdings, Inc. Warrant To Purchase Shares of Common Stock Date of Issuance: June 8, 2022 (?Issuance Date?) Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Digital Power Lending, LLC, the registered holder hereof or its permitted assigns (the ?Ho

Second Amendment to Amended and Restated Bylaws. Incorporated by reference to the Current Report on Form 8-K filed on June 9, 2022 as Exhibit 3.2 thereto.

Exhibit 3.2 Amendment to the Amended and Restated Bylaws of Ecoark Holdings, Inc. The Amended and Restated Bylaws of Ecoark Holdings, Inc., as amended, are hereby amended by adding a new Article VIII to read in its entirety as follows: ?ARTICLE VIII INAPPLICABILITY OF CERTAIN PROVISIONS The provisions of NRS 78.378 through NRS 78.3793 of the Nevada Private Corporations Law shall not apply to the c

incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC by the Issuer on June 9, 2022

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 8, 2022 (the ?Effective Date?), between Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), and Digital Power Lending, LLC, a California limited liability company (the ?Purchaser?). PREAMBLE WHEREAS, subject to the terms and conditions set forth in this Agreement and pursua

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 8, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

ZEST / Ecoark Holdings Inc / Nepsis, Inc. - NEPSIS, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Ecoark Holdings, Inc. (Name of Issuer) Common (Title of Class of Securities) 27888N109 (CUSIP Number) Mark Pearson President, CIO Nepsis, Inc. 8974 Eagle Creek Circle Minneapolis, MN 55378 952-746-2003 (Name, Address and Telephone Number of Person Autho

ZEST / Ecoark Holdings Inc / Nepsis, Inc. - NEPSIS, INC. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Ecoark Holdings, Inc. (Name of Issuer) Common (Title of Class of Securities) 27888N109 (CUSIP Number) Mark Pearson President, CIO Nepsis, Inc. 8974 Eagle Creek Circle Minneapolis, MN 55378 952-746-2003 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40701 ECOARK

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 2, 2022 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fil

Peter Mehring Consulting Agreement, effective as of February 14, 2022. Incorporated by reference to the Current Report on Form 8-K filed on February 4, 2022 as Exhibit 10.1 thereto.

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?), effective as of Monday, February 14, 2022, is entered into by and between Ecoark Holdings, Inc. (the ?Company?) and Peter Mehring (the ?Consultant?). RECITALS WHEREAS the Consultant has recently resigned, effective February 11, 2022, as both the President and a Director of the Company, and as the Chief Executive Officer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 10, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Ecoark Announces Operating Results for Q2 Fiscal 2022

Exhibit 99.1 Ecoark Announces Operating Results for Q2 Fiscal 2022 SAN ANTONIO, Nov 11, 2021 (GLOBE NEWSWIRE) - Ecoark Holdings, Inc. (?Ecoark?) (NASDAQ: ZEST), today announced the following operating results for the second quarter of fiscal 2022 ended September 30, 2021. ? Achieved revenue of $6.1 million, reflecting an increase of 86% compared to $3.3 million in the prior year quarter ? Generate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53361 ECOARK

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission F

Restricted Stock Unit Agreement, dated October 6, 2021, between the Company and Peter Mehring. Incorporated by reference to the Current Report on Form 8-K filed October 12, 2021 as Exhibit 10.1 thereto

Exhibit 10.1 RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this ?Agreement?), entered into as of October 7, 2021 (the ?Grant Date?), sets forth the terms and conditions of an award (this ?Award?) of restricted stock units (?RSUs?) granted by Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), to Peter Mehring (the ?Recipient?). 1. Definition and Incorporation of Ce

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 6, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Certificate of Amendment to Articles of Incorporation

EX-3.1 2 ea148701ex3-1ecoarkhold.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.1

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 24, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

First Amendment to Amended and Restated Bylaws. Incorporated by reference to the Current Report on Form 8-K filed on August 30, 2021 as Exhibit 3.1 thereto.

Exhibit 3.1 Amendment to the Bylaws Section 6(i) of the Bylaws is hereby amended, effective immediately, to read in its entirety as follows: i. QUORUM. Except as the Nevada Private Corporations Law or these Bylaws may otherwise provide, the holders of one-third of the voting power of the corporation, which includes the voting power that is present in person or by proxy, regardless of whether the p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Amendment to the Ecoark Holdings, Inc. 2017 Omnibus Incentive Plan+

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant ? Filed by Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53361 ECOARK HOLD

Restricted Stock Unit Agreement, dated August 5, 2021, between the Company and Peter Mehring. Incorporated by reference to the Current Report on Form 8-K filed August 11, 2021 as Exhibit 10.1 thereto.

Exhibit 10.1 RESTRICTED STOCK UNIT AGREEMENT This Restricted Stock Unit Agreement (this ?Agreement?), entered into as of August 5, 2021 (the ?Grant Date?), sets forth the terms and conditions of an award (this ?Award?) of restricted stock units (?RSUs?) granted by Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), to Peter Mehring (the ?Recipient?). 1. Definition and Incorporation of Cer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 5, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Form of Warrant. Incorporated by reference to the Current Report on Form 8-K filed on August 5, 2021 as Exhibit 4.1 thereto.

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT Ecoark Holdings, Inc. Warrant Shares: Issue Date: August [], 2021 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Authorized Share Increase Date (th

Engagement Agreement**

Exhibit 10.2 Portions of this exhibit have been omitted as permitted by the rules of the SEC. The information excluded is both (i) not material and (ii) would be competitively harmful if publicly disclosed. The Company undertakes to submit a marked copy of this exhibit for review by the SEC staff, to the extent it has not been previously provided, and provide supplemental materials to the SEC staf

Ecoark Announces $20 Million Registered Direct Offering Priced at a Premium to Market

Exhibit 99.1 Ecoark Announces $20 Million Registered Direct Offering Priced at a Premium to Market SAN ANTONIO, Aug. 4, 2021 (GLOBE NEWSWIRE) - Ecoark Holdings, Inc. (?Ecoark) (NASDAQ: ZEST), today announced that it has entered into definitive agreements with several institutional investors for the issuance and sale of an aggregate of 3,478,261 shares of its common stock and warrants to purchase u

Form of Placement Agent Warrant, dated August 6, 2021. Incorporated by reference to the Current Report on Form 8-K filed on August 5, 2021 as Exhibit 4.2 thereto.

Exhibit 4.2 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Ecoark Holdings, Inc. Warrant Shares: Issue Date: August 6, 2021 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Aut

Per Share and

Filed pursuant to Rule 424(b)(5) Registration No. 333-249532 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 29, 2020) 3,478,261 Shares of Common Stock Warrants to Purchase Up to 3,478,261 Shares of Common Stock and Placement Agent Warrants to Purchase up to 243,478 Shares of Common Stock We are offering 3,478,261 shares of our common stock, par value $0.001 per share, and warrants to purc

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Form of Securities Purchase Agreement dated August 4, 2021. Incorporated by reference to the Current Report on Form 8-K filed on August 5, 2021 as Exhibit 10.1 thereto.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of August 4, 2021, between Ecoark Holdings, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions set

Amendment to Engagement Agreement

Exhibit 10.3 Execution Version August 4, 2021 STRICTLY CONFIDENTIAL Ecoark Holdings, Inc. 303 Pearl Parkway, Suite 200 San Antonio, TX 78215 Attn: Randy S. May, Chief Executive Officer Dear Mr. May: Reference is made to that certain engagement agreement (the ?Engagement Agreement?), dated as of July 30, 2021, by and Ecoark Holdings, Inc. (the ?Company?) and H.C. Wainwright & Co., LLC (?Wainwright?

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 30-0680177 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ecoark Holdings, Inc. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 30-0680177 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-53361 ECOARK HOLDINGS, I

Employment Agreement, dated March 27, 2020, by and between Banner Midstream Corp and Jay Puchir. Incorporated by reference to the Current Report on Form 10-K filed on June 30, 2021 as Exhibit 10.9 thereto.

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of March 27, 2020 (the ?Effective Date?) between BANNER MIDSTREAM CORP (the ?Company?), and Jay Puchir (the ?Executive?). RECITALS WHEREAS, the Executive and the Company each desire that the Executive be employed by the Company as a senior executive and provide services to the Company and cer

Offer Letter, dated August 12, 2013, by and between Intelleflex Corporation and Peter Mehring+

Exhibit 10.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-53361 CUSIP NUMBER 27888N307 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF ARKANSAS CENTRAL DIVISION

Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF ARKANSAS CENTRAL DIVISION ZEST LABS, INC. f/k/a INTELLEFLEX § CORPORATION; and ECOARK § HOLDINGS, INC. § § Plaintiffs, § Civil Action No. 4:18-cv-500-JM § v. § § WALMART INC. f/k/a § JURY TRIAL DEMANDED WAL-MART STORES, INC § Defendant. § PLAINTIFFS’ BRIEF IN SUPPORT OF MOTION FOR ATTORNEYS’ FEES AND PRE- AND POST- JUDGME

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 27, 2021 Registration No.

ECOARK AWARDED $115 MILLION IN LAWSUIT AGAINST WALMART Walmart found liable on three claims in lawsuit filed by Zest Labs Inc. Jury unanimously awards Ecoark Holdings, Inc. $115 million in damages

Exhibit 99.1 ECOARK AWARDED $115 MILLION IN LAWSUIT AGAINST WALMART Walmart found liable on three claims in lawsuit filed by Zest Labs Inc. Jury unanimously awards Ecoark Holdings, Inc. $115 million in damages SAN ANTONIO, Texas – April 12, 2021 – Ecoark Holdings, Inc. ("Ecoark" or the “Company”) (OTC: ZEST) announces that on Friday, April 9, 2021, a Little Rock, Arkansas jury awarded Ecoark and i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 12, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

-

Ecoark Holdings, Inc. 303 Pearl Parkway, Suite 200 San Antonio, TX 78215 April 9, 2021 Via EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Ecoark Holdings, Inc. Registration Statement on Form S-3 File No. 333-255004 Ladies and Gentlemen: In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, Ecoark Hol

Form S-3

As filed with the Securities and Exchange Commission on April 2, 2021 Registration No.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 2, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission File N

Registration Rights Agreement between the Company and Centrecourt Asset Management LLC dated March 2, 2021

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (?Agreement?) is entered into as of the 2nd day of March, 2021 by and among Ecoark Holdings, Inc., a Nevada corporation (the ?Company?) and Centrecourt Asset Management LLC, a New York limited liability company (the ?Investor?). WHEREAS, the Company has agreed to provide certain registration rights to the Investor in ord

Consulting Agreement between the Company, Centrecourt Asset Management LLC and Richard Smithline dated March 2, 2021

Exhibit 10.1 Ecoark Holdings, Inc. 303 Pearl Parkway Suite 200, San Antonio, TX Attn.: Mr. Randy May Chief Executive Officer March 2, 2021 Dear Mr. May: This letter agreement (this ?Agreement?), when executed by the parties hereto, will memorialize our understanding and constitute an agreement between Ecoark Holdings, Inc., a Nevada corporation (collectively with its subsidiaries, the ?Company?) a

Employment Agreement between the Company and Julia Olguin

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of February 4, 2021 (the ?Effective Date?), between Ecoark Holdings, Inc., a Nevada corporation (the ?Parent?), White River Holdings Corp., a Delaware corporation (?White River?) and Julia Olguin (the ?Executive?). WHEREAS, in its business, White River has acquired and developed certain trade secrets,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 12, 2021 Ecoark Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-53361 30-0680177 (State or other jurisdiction of incorporation) (Commission Fi

Agreement and Assignment of Oil, Gas and Mineral Lease dated September 3, 2020. Incorporated by reference to the Current Report on Form 10-Q filed on February 12, 2021 as Exhibit 10.1 thereto.

Exhibit 10.1 AGREEMENT AND ASSIGNMENT OF OIL, GAS AND MINERAL LEASE STATE OF LOUISIANA PARISH OF AVOYELLES KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum of Ten and No/100 ($10.00) Dollars and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged and full acquittance granted therefor, PERSONALLY CAME AND APPEARED: GEOTERRE OPE

Articles of Incorporation, dated November 20, 2007, as amended. Incorporated by reference to the Current Report on Form 10-Q filed on February 12, 2021 as Exhibit 3.1 thereto.

Exhibit 3.1 2 EXHIBIT A ecoark holdings, inc. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 78.1955 of the nevada revised statutes The undersigned, Randy May, does hereby certify that: 1. He is the President of Ecoark Holdings, Inc., a Nevada corporation (the ?Corporation?). 2. The Corporation is authorized to issue 5,