DPW Holdings, Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 15, 2021, BitNile Holdings, Inc. (the “Company”), entered into a note purchase agreement (the “Purchase Agreement”) with Esousa Holdings, LLC (“Esousa”), pursuant to which the Company issued a Demand Secured Promissory Note (the “Note”) in the principal face amount of $7,500,000, with an interest rate of 10%. The outstanding principal face amount, plus any accrued and unpaid interest, is due on the 10th day after written demand is made by Esousa, or as otherwise provided in accordance with the terms set forth therein.
The Note contains standard and customary events of default (an “Event of Default”) including, but not limited to, failure to make payments when due under the Note, failure to comply with certain covenants contained in the Note, or bankruptcy or insolvency of the Company. After the occurrence of any Event of Default that results in the eventual acceleration of the Note, interest payable on the outstanding principal of the Note shall bear interest at eighteen percent (18%) per annum or such lower maximum rate permitted under applicable law.
The Note is secured by all of the assets of the Company existing as of the issuance date of the Note (the “Secured Assets”), but the Secured Assets will not consist of any assets acquired thereafter. Upon an Event of Default, the Company will use its best efforts to asset Esousa to perfect their security interests in the Secured Assets. In addition, Milton C. Ault, III, the Company’s Executive Chairman, and Ault & Company, Inc., an entity controlled by Mr. Ault, provided guarantees for the repayment of the Note.
The foregoing descriptions of the Note and Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to their respective forms which are annexed hereto as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 4.1 | Form of Note | |
| 10.1 | Form of Note Purchase Agreement | |
| 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.
| BITNILE HOLDINGS, INC. | |
| Dated: December 16, 2021 |
/s/ Henry Nisser Henry Nisser President and General Counsel |
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