Item 1.01 Entry into a Material Definitive Agreement

On August 15, 2022, BitNile, Inc., a Delaware corporation ("BitNile") and wholly owned subsidiary of BitNile Holdings, Inc., a Delaware corporation (the "Company") entered into a Master Agreement (the "Master Agreement") and Order Form (the "Order Form" and together with the Master Agreement, the "Hosting Documents") with Compute North LLC ("Compute North") providing for the hosting by Compute North of Bitcoin miners owned by BitNile.

Pursuant to the Hosting Documents, Compute North will host 6,500 S19j Pro Antminers (the "Miners") owned by BitNile for a period of five (5) years (the "Term"). BitNile agreed to pay a fee per kilowatt hour for the Miners (the "Monthly Service Fee"), together with a monthly package fee per Miner. The Monthly Service Fee is payable based on the actual hashrate performance of the Miners, of which 70% of the anticipated Monthly Service Fee is payable in advance, and the remaining Monthly Service Fee, if any, will be invoiced in arrears.

Under the Master Agreement, BitNile granted Compute North a continuing first-position security interest in the Miners, as collateral for BitNile's obligations under the Hosting Documents. Upon an event of default (as defined in the Master Agreement) by BitNile, Compute North has the right to terminate the Hosting Documents and BitNile is obligated to pay to Compute North all amounts then due under the Hosting Documents, together with a fee as liquidated damages, equal to the amount of fees that BitNile would have been required to pay through the end of the Term.

The foregoing descriptions of the Master Agreement and Order Form do not purport to be complete and are qualified in their entirety by reference to their respective forms which are annexed hereto as Exhibits 10.1 and 10.2, 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 7.01 Regulation FD Disclosure

On August 16, 2022, the Company issued a press release announcing the entering into of the Hosting Documents with Compute North. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

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 and exhibits 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






 (d) Exhibits:




Exhibit No.        Description

10.1                 Form of Master Agreement.

10.2                 Form of Order Form.*

99.1                 Press Release, issued August 16, 2022.

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).

* Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the registrant treats as private or confidential. A copy of omitted information will be furnished to the Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

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