Failure to Satisfy Listing Rule - Form 8-K

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

On March 22, 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 the Company's securities had a closing bid price of $0.10 or less for at least ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii).

As previously disclosed, the Company has appealed a prior determination of the Staff to delist the Company's common stock to a Hearings Panel (the "Panel"). The Panel heard the Company's appeal on February 29, 2024, but no decision has been made by the Panel to date. According to the Letter, this matter serves as an additional basis for delisting the Company's common stock from the Nasdaq. As such, the Panel will consider this matter in connection with the Company's appeal. The Company has already provided the Panel with its response to the Letter.

Previously, on November 22, 2023, the Company received a deficiency letter from the Staff of Nasdaq indicating that the Company's common stock is subject to potential delisting from the Nasdaq because, for a period of 30 consecutive business days, the bid price of the Company's common stock had closed below the required minimum of $1.00 per share under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule"). The Company was provided a 180-calendar day grace period, or until April 30, 2024, to regain compliance with the Minimum Bid Price Rule.