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~~March 2728, 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)		(Commission File Number)		(I.R.S. Employer Identification No.)

11411 Southern Highlands Pkwy., Suite 240, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(800) 762-7293

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		~~ROI~~ROII		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o¨

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On ~~February~~March 2122, 2024, RiskOn International, Inc., a Nevada corporation (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined ~~that~~ the Company’s ~~has~~securities ~~violated~~had ~~Nasdaq Listing Rule 5110(~~a) ~~(the~~closing ~~“Business~~bid ~~Combination Rule”)~~price ~~and Listing Rule 5635(b) (the “Shareholder Approval Rule”) as a result~~ of ~~the acquisition of BitNile~~$0.~~com, Inc.~~10 ~~(“BNC”),~~or ~~which~~less ~~closed~~for onat ~~March~~least 6,ten ~~2023~~consecutive trading ~~(the “Business Combination”)~~days. ~~According to the Letter~~Accordingly, ~~the~~ ~~alleged violations of~~ the ~~Business Combination Rule and Shareholder Approval Rule relates to, “changes in the~~ Company~~’s business,~~ ~~financial~~is ~~structure~~subject and ownership, and ultimately changes in management and the [Company’s] Board [of Directors] since the Business Combination closed on March 6, 2023, the last of which were effected on January 29, 2024. At the time the Company closed the Business Combination, it appeared to ~~delay~~ the ~~change~~provisions ofcontemplated ~~control determination~~ under ~~the~~Nasdaq ~~[Business~~Listing ~~Combination]~~ Rule ~~by implementing a 19.9% beneficial ownership limitation on conversion of the preferred stock issued to Ault Alliance, Inc.~~ 5810(~~‘AAI’~~c) ~~pending shareholder approval of issuances of common stock in excess of such limitation~~ (~~the ‘Cap’~~3)(A)(iii). Following shareholder approval, the preferred stock owned by AAI would become convertible into greater than 50% of the Company’s shares and voting power outstanding. However, the Company never sought shareholder approval to remove the Cap. Yet during the intervening time since the Business Combination to January 29, 2024, AAI made significant changes to the Company’s management and Board of Directors…[f]ollowing these changes, officers and directors of AAI now comprise a majority of the Company’s Board of Directors with four of seven directorships, and the Company’s senior management has been entirely replaced by AAI’s senior management. Additionally, the Company’s financial statements are consolidated with that of its parent, AAI, which is also indicative of AAI’s control position. Accordingly, Staff determined that a change of control has occurred based on, but not limited to, changes in the Company’s management, board of directors, as well as AAI’s voting power, AAI’s ownership of the companies securities, the size of AAI’s investment in the Company and financial structure of the Company.”

InAs ~~addition~~previously disclosed, the ~~Letter stated~~ ~~that Staff determined that the that the~~ Company has ~~violated~~appealed ~~the~~a ~~Shareholder~~prior ~~Approval~~determination ~~Rule~~of ~~in connection with~~ the ~~issuance~~Staff ofto ~~603.44~~delist ~~shares of~~the ~~newly~~Company’s ~~designated~~common ~~Series~~stock Dto ~~Convertible~~a ~~Preferred~~Hearings ~~Stock~~Panel ~~of the Company~~ (the “~~Preferred Stock~~Panel”). The inPanel ~~exchange~~heard ~~for~~ the ~~cancellation~~ ofCompany’s ~~$15,085,930.69~~appeal ofon ~~cash~~February ~~advances~~29, ~~made~~2024, bybut ~~AAI~~no todecision ~~the~~has ~~Company~~been ~~between~~made ~~January~~by 1the ~~and~~Panel ~~November~~to ~~9, 2023~~date. According to the Letter, ~~the~~ ~~alleged~~this ~~violation~~matter isserves ~~because~~as ~~the~~an ~~Preferred~~additional ~~Stock~~basis isfor ~~convertible~~delisting ~~into shares of~~ the Company’s common stock (from the ~~“Common Stock”)~~Nasdaq. ~~and~~As ~~vote~~such, onthe anPanel ~~as-converted~~will consider ~~basis,~~this matter in connection with the Company’s ~~common~~appeal. ~~stock,~~The ~~subject~~Company has already provided the Panel with its response to ~~limitations~~the Letter.

~~According~~Previously, toon ~~the~~November ~~Letter~~22, ~~trading~~ ~~of the Common Stock will be suspended. As previously disclosed~~2023, the Company ~~has~~received ~~appealed~~ a ~~prior~~deficiency ~~determination~~letter offrom the Staff toof ~~delist the~~Nasdaq ~~Common~~indicating ~~Stock~~that ~~to a Hearings Panel (~~the ~~“Panel”). The Panel will hear the~~ Company’s ~~appeal~~common onstock ~~February~~is ~~29,~~subject to ~~2024~~potential ~~and~~delisting ~~the~~from ~~Company will request that~~ the ~~Panel~~Nasdaq ~~lift~~because, ~~the~~for ~~suspension~~a ofperiod ~~trading~~ of ~~the~~30 ~~Common~~consecutive ~~Stock.~~business ~~Notwithstanding the appeal~~days, the ~~trading suspension~~bid ~~will~~price ~~be implemented at the open~~ of the ~~market~~Company’s oncommon stock ~~February~~had ~~28,~~closed ~~2024.~~below In the ~~event~~required ~~the~~minimum ~~Company~~of is$1.00 ~~successful~~per inshare ~~the~~under ~~appeal,~~Nasdaq ~~the trading~~Listing ~~suspension~~Rule ~~may~~5550(a)(2) ~~be terminated, thereby allowing trading in~~ (the “Minimum ~~Common~~Bid ~~Stock~~Price ~~to resume on Nasdaq~~Rule”). ~~Initially~~The ~~following~~Company ~~the~~was ~~trading suspension,~~provided ~~the~~a ~~Common~~180-calendar ~~Stock~~day ~~may~~grace beperiod, ~~traded~~or onuntil ~~the~~April ~~Pink~~30, ~~Current~~2024, ~~Information~~to ~~tier of the over-the-counter market. The Company~~regain ~~will~~compliance ~~make~~with ~~additional disclosures relating to~~ the ~~trading~~Minimum ~~post-suspension~~Bid asPrice ~~that information becomes available~~Rule.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits:

Exhibit No.		Description
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RISKON INTERNATIONAL, INC.
Dated: February 27, 2024	/s/ Henry Nisser
Dated: March 28, 2024	/s/ Henry Nisser
	Henry Nisser President and General Counsel

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