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 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 | | 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. ¨
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
As previously disclosed in the Current Report on Form 8-K filed by RiskOn International, Inc., a Nevada corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 17, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) that the Panel had determined to delist the Company’s common stock (“Common Stock”) from The Nasdaq Capital Market for violating Nasdaq Listing Rules.
On May 28, 2024, the Company was notified by the Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq plans to file a Form 25 with the SEC to effect the formal delisting of the Common Stock from Nasdaq and will issue a press release to that effect. The delisting of the Common Stock will become effective ten days after the Form 25 is filed with the SEC. The filing of the Form 25 by Nasdaq formally completes the Common Stock delisting process. Trading of the Common Stock is expected to continue on the OTC market under the symbol “ROII.”
Forward-Looking Statements
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
| Item 9.01 | Financial Statements and 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). |
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: May 30, 2024 | /s/ Henry Nisser | |
| | Henry Nisser President and General Counsel | |
-3-
