Item 2.01 Completion of Acquisition or Disposition of Assets

On December 30, 2021 (the "Closing Date"), Third Avenue Apartments LLC ("Third Avenue Apartments"), which is a wholly owned subsidiary of AGREE Madison, LLC, a wholly owned subsidiary of Ault Global Real Estate Equities, Inc., a wholly owned subsidiary of Ault Alliance, Inc. ("Ault Alliance"), which in turn is a wholly owned subsidiary of BitNile Holdings, Inc. (the "Company"), closed upon the acquisition of certain real property located at the southeast corner of 5th Street North and 3rd Avenue North in St. Petersburg, Florida (the "Real Property") together with all improvements on the Real Property and all singular rights and appurtenances pertaining thereto, including, but not limited to, (i) all entitlements, easements, rights, mineral rights, oil and gas rights, water, water rights, air rights, development rights and privileges appurtenant to the Real Property, (ii) all tangible personal property, owned and assignable by Seller, located on or used in connection with the Real Property, including, without limitation, engineering studies, soils reports, (iii) all warranties, guaranties, indemnities and other similar rights relating to the Real Property and/or the assets transferred hereby, (iv) all permits, licenses, consents, approvals and entitlements related to the Real Property, (v) any rights of way, appendages appurtenances, easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant to the Real Property or any portion thereof, if any, and used in conjunction therewith, and (vi) all intangible rights directly relating to the Real Property (collectively, with the Real Property, the "Property").

The Property was acquired on the Closing Date from Third Avenue at St Petersburg LLC (the "Seller") pursuant to a contract of sale (the "Sale Agreement") entered into by Third Avenue Apartments and the Seller. The purchase price for the property was $15,500,000, of which $1,500,000 was previously funded on deposit and the remaining $14,000,000 was paid by the Company on the Closing Date. The Company plans to use the Property for the development of a high-rise multi-family project.

The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Sale Agreement, which is annexed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is 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 7.01 Regulation FD Disclosure

On December 31, 2021, the Company issued a press release announcing the acquisition of the Property. 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 Contract of Sale
99.1               Press Release issued by the Company on December 31, 2021
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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