Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 8, 2023, BitNile Metaverse, Inc., a Nevada
corporation (the “Company”) received a letter from the Listing Qualifications staff (the “Staff”) of the Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined to delist the Company’s common stock,
par value $0.001 per share (the “Common Stock”) from The Nasdaq Capital Market, effective May 17, 2023, pursuant to Listing
Rule 5810(c)(3)(A)(iii), as the Company’s common stock traded below $0.10 per share for 10 consecutive trading days. According to
the letter, the Company has until May 15, 2023 to appeal the Staff’s decision. The letter followed a previous letter received from
Nasdaq on December 30, 2022, wherein the Company was notified that the bid price of its Common Stock had closed at less than $1.00 per
share for 30 consecutive trading days resulting in its non-compliance with Listing Rule 5550(a)(2).
The Company intends to appeal the Staff’s decision
and seek to regain compliance with the Nasdaq Listing Rules. In the furtherance of the foregoing, the Company filed the Certificate of
Change with the Nevada Secretary of State in order to complete a reverse stock split of its Common Stock at a ratio of 1-for-30 (the “Reverse
Split”), as more particularly described in Item 3.03 of this Current Report on Form 8-K. Specifically, the Reverse Split was effected
to increase the stock price per share of the Common Stock. However, no assurances can be given that the Company’s appeal or the
Reverse Split will enable the Company to maintain the listing of its Common Stock on The Nasdaq Capital Market.
Item 3.03 Material Modification to Rights of Security Holders.
The Board of Directors of
the Company approved the Reverse Split of the Company’s issued and outstanding shares of Common Stock, which Reverse Split was effective
on May 4, 2023 (the “Effective Date”).
Effects of the Reverse
Split
Effective Date; Symbol;
CUSIP Number. The Reverse Split is expected to become effective with Nasdaq and the Common Stock will begin trading on a split-adjusted
basis in the coming days. In connection with the Reverse Split, the CUSIP number for the Common Stock changed to 27888N406.
Split Adjustment; Treatment
of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company converted
automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held
by each such stockholder immediately prior to the Reverse Split divided by (ii) 30. Any fractional share of Common Stock that would otherwise
result from the Reverse Split was rounded to a whole share and, as such, any stockholder who otherwise would have held a fractional share
after giving effect to the Reverse Split will instead hold one whole share of the post-Reverse Split Common Stock after giving effect
to the Reverse Split. As a result, no fractional shares will be issued in connection with the Reverse Split and no cash or other consideration
will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split. The Company will treat
stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the
same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will
be instructed to effect the Reverse Split for their beneficial holders holding shares of our Common Stock in “street name;”
however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Split.
Also on the Effective Date,
all options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Split were adjusted
by dividing the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or
convertible by 30 and multiplying the exercise or conversion price thereof by 30, all in accordance with the terms of the plans, agreements
or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share.
Such proportional adjustments were also made to the number of shares and restricted stock units issued and issuable under the Company’s
equity compensation plan.
Certificated and Non-Certificated
Shares. Stockholders who hold their shares in electronic form at brokerage firms do not need to take any action, as the effect of
the Reverse Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper
certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Pacific Stock Transfer
Company (“Pacific”). Pacific will issue a new stock certificate reflecting the Reverse Split to each requesting stockholder.
Certificate of Change.
The Company effected the Reverse Split pursuant to the Company’s filing of a Certificate of Change (the “Certificate of Change”)
with the Nevada Secretary of State on the Effective Date, in accordance with Nevada Revised Statutes (“NRS”) 78.209. The Certificate
of Change became effective upon filing. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated herein
by reference.
No Stockholder Approval
Required. The Reverse Split was approved by the Board of Directors of the Company and given effect pursuant to and in accordance with
NRS 78.207 and, as such, no stockholder approval of the Reverse Split was required.
Capitalization. Prior
to the Reverse Split, the Company was authorized to issue 100,000,000 shares of Common Stock. As a result of the Reverse Split, the Company
will be authorized to issue 3,333,333 shares of Common Stock. As of the Effective Date, there were approximately 48,786,685 shares of
Common Stock outstanding. As a result of the Reverse Split, there were approximately 1,626,223 shares of Common Stock outstanding (subject
to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Split did not have any effect on the stated
par value of the Common Stock. The Reverse Split did not affect the number of authorized or issued shares of the Company’s preferred
stock.
Immediately after the Reverse
Split, each stockholder’s relative ownership interest in the Company and proportional voting power remained virtually unchanged
except for minor changes and adjustments that resulted from rounding fractional shares into whole shares.