UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
________________________
BITNILE HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing
Person (Offeror)
Common Stock
(Title of Class of Securities)
09175M101
(CUSIP Number of Class of Securities)
Henry Nisser
President & General Counsel
BitNile Holdings, Inc.
11411 Southern Highlands Pkwy #240
Las Vegas, NV 89141
(949) 444-5464
(Name, Address, and Telephone numbers of person
authorized
to receive notices and communications on behalf
of filing persons)
Copy to:
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
________________________
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below
to designate any transactions to which the statement relates:
| o | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13E-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing
is a final amendment reporting the results of the tender offer: o
If applicable check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
BitNile Holdings Contemplates Exchange Offer
to Acquire Shares of Its Common Stock
LAS VEGAS--(BUSINESS
WIRE) – November 28, 2022 -- BitNile Holdings,
Inc. (NYSE American: NILE), a diversified holding company (“BitNile” or the
“Company”), today announced that the Company is considering undertaking an exchange offer (the “Offer”)
whereby it would offer debt in the form of notes in exchange for between $50 and $75 million of common stock. If the Company proceeds
with the Offer, the Company presently intends to commence the Offer in early 2023 and its terms will be contained in an Offer to Exchange.
If the Offer proceeds, the Company intends to apply to list the notes on the NYSE American Exchange. Until such time as the notes are
listed on the NYSE American, trading in the notes will occur on the OTC.
The Offer will not be made to any person in any
jurisdiction in which either the Offer, or solicitation or sale thereof, is unlawful. Any Offer will be made only by means of the Offer
to Exchange. It is anticipated that the Offer will be made pursuant to the exemption from registration requirements of the Securities
Act of 1933, as amended, contained in Section 3(a)(9) thereof. Under that exemption, if Common Stock exchanged is freely tradeable, the
notes received in exchange therefor will be freely tradeable. If the Common Stock is restricted, the notes will be restricted to the same
degree.
The complete terms and conditions of the Offer
will be set forth in the Offer to Exchange and related letter of transmittal that will be furnished to holders of Common Stock upon the
commencement of the Offer and also filed with the Securities and Exchange Commission on Schedule TO. Prior to making any decision to exchange
their shares of Common Stock, stockholders of the Company are strongly encouraged to read the Schedule TO and related exhibits because
they will contain important information about the Offer. The Schedule TO and related exhibits will be available without charge at the
Securities and Exchange Commission's website at http://www.sec.gov and
will be delivered without charge to all stockholders of the Company who so request it.
This press release is for informational purposes
only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to acquire the Common Stock or any other securities.
Commencement of the proposed Offer is subject to, among other things, completion of all regulatory filings and certain regulatory approvals.
Any solicitation of offers to exchange Common Stock for the notes will only be made pursuant to an Offer to Exchange and related materials
to be sent by the Company to its stockholders on the commencement of the proposed exchange offer.
For more information
on BitNile and its subsidiaries, BitNile recommends that stockholders, investors, and any other interested parties read BitNile’s
public filings and press releases available under the Investor Relations section at www.BitNile.com or available at www.sec.gov.
About BitNile Holdings, Inc.
BitNile
Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a
global impact. Through its wholly and majority-owned subsidiaries and strategic investments, BitNile owns and operates a data center at
which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, defense/aerospace,
industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, BitNile extends credit to
select entrepreneurial businesses through a licensed lending subsidiary. BitNile’s headquarters are located at 11411 Southern Highlands
Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com.
Forward-Looking Statements
This press release
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive
in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,”
“considering” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties.
Forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of
new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result
of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results
are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s
Forms 10-K, 10-Q and 8- K. All filings are available at www.sec.gov and on the Company’s website at www.BitNile.com.
BitNile Holdings Investor Contact:
IR@BitNile.com or 1-888-753-2235
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