UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)
Imperalis Holding Corp.
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
45257M106
(CUSIP Number)
MILTON C.
AULT, III
c/o BitNile
Holdings, Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed
in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
The information required on
the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1
|
NAME OF REPORTING PERSON
BITNILE HOLDINGS, INC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
139,518,633(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
139,518,633(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,518,633
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.18%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
|
Represents (i) 129,365,756 shares
of Common Stock held by BitNile, Inc. and (ii) 10,152,877 shares of Common Stock issuable
upon conversion of an outstanding convertible promissory note in the principal face amount
of $101,528.77, which is convertible into shares of Common Stock at a conversion price of
$0.01 per share. Does not include shares of Common Stock that are also issuable upon conversion
of the note representing accrued but unpaid interest.
|
1
|
NAME OF REPORTING PERSON
BITNILE, INC.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
129,365,756
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
129,365,756
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,365,756
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.00%
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
DIGITAL POWER LENDING, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
10,154,877(1)
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
10,154,877(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,154,877
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91%
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
(1)
|
Represents (i) 2,000 shares of Common
Stock held by BitNile, Inc. and (ii) 10,152,877 shares of Common Stock issuable upon conversion
of an outstanding convertible promissory note in the principal face amount of $101,528.77,
which is convertible into shares of Common Stock at a conversion price of $0.01 per share.
Does not include shares of Common Stock that are also issuable upon conversion of the note
representing accrued but unpaid interest.
|
1
|
NAME OF REPORTING PERSON
HENRY C.W. NISSER
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
DAVID J. KATZOFF
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
- 0 -
|
8
|
SHARED VOTING POWER
- 0 -
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
This Amendment No. 1 (“Amendment
No. 1”) amends and supplements the Schedule 13D filed by the undersigned on December 23, 2021 (the “Schedule 13D”).
The Schedule 13D omitted 1,610 Shares and is supplemented to reflect an additional 390 Shares purchased. Except as otherwise specified
in this Amendment No. 1, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 1 and not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13D.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 1 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The
securities of the Issuer purchased by each of BitNile, Inc. and Digital Power Lending, LLC
were purchased with working capital. The purchase price of the 129,365,756 Shares directly
owned by BitNile, Inc. is $200,000.00. The aggregate purchase price of the 2,000 Shares directly
owned by Digital Power Lending, LLC is $113.26. The aggregate purchase price of the convertible
promissory note currently convertible into 10,152,877 Shares (excluding any Shares issuable
upon conversion of accrued but unpaid interest) is $100,000.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
The aggregate percentage of Shares reported
owned by each Reporting Person is based upon 161,704,695 Shares outstanding, which is the total number of Shares outstanding as reported
by the Issuer as of January 27, 2022.
|
A.
|
BitNile Holdings, Inc.
|
|
(a)
|
As of the close of business on January
27, 2022, BitNile Holdings, Inc. may be deemed to beneficially own 139,518,633 Shares, consisting
of (i) 129,363,756 Shares held by BitNile, Inc., (ii) 2,000 Shares held by Digital Power
Lending, LLC and (iii) 10,152,877 Shares issuable upon conversion of an outstanding convertible
promissory note in the principal face amount of $101,528.77, which is convertible into Shares
at a conversion price of $0.01 per share. Does not include Shares that are also issuable
upon conversion of the note representing accrued but unpaid interest. BitNile Holdings, Inc.
may be deemed to beneficially own the Shares beneficially owned by BitNile, Inc. and Digital
Power Lending, LLC by virtue of its relationship with such entity described in Item 2.
|
Percentage: 81.18%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote: 139,518,633
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
139,518,633
|
(c)
|
BitNile Holdings, Inc. has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on January
27, 2022, BitNile, Inc beneficially owns 129,363,756 shares of Common Stock held directly
by it.
|
Percentage: 80.00%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote:
129,363,756
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 129,363,756
|
(c)
|
The only transaction by BitNile in the Shares during the past sixty days was the purchase of an aggregate
of 129,363,756 Shares for $200,000 in a privately negotiated transaction with three shareholders of the Issuer.
|
|
C.
|
Digital Power Lending, LLC
|
|
(a)
|
As of the close of business on January
27, 2022, Digital Power Lending, LLC may be deemed to beneficially own 10,154,877 Shares,
consisting of (i) 2,000 Shares held directly and (ii) 10,152,877 Shares issuable upon conversion
of an outstanding convertible promissory note in the principal face amount of $101,528.77,
which is convertible into Shares at a conversion price of $0.01 per share. Does not include
Shares that are also issuable upon conversion of the note representing accrued but unpaid
interest.
|
Percentage: Less than 5.91%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct
vote: 10,154,877
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 10,154,877
|
(c)
|
The only transactions by Digital Power
Lending, LLC in the Shares during the past sixty days was (i) the exchange, on December 15,
2021, of those certain promissory notes dated August 18, 2021 and November 5, 2021 issued
to Digital Power Lending, LLC by the Issuer in the aggregate principal amount of $100,000,
which promissory notes had accrued interest of $1,528.77 as of December 15, 2021, for a convertible
promissory note in the principal face amount of $101,528.77 and (ii) 390 Shares purchased
in an open market transaction on January 26, 2022 at $0.1126 per Share.
|
|
(a)
|
As of the close of business on January
27, 2022, Mr. Nisser does not beneficially own any Shares.
|
Percentage: 0.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 0
|
(c)
|
Mr. Nisser has not entered into any transactions in the Shares during the past sixty days.
|
|
(a)
|
As of the close of business on January
27, 2022, Mr. Katzoff does not beneficially own any Shares.
|
Percentage: 0.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
|
2. Shared power to vote or direct vote:
0
3. Sole power to dispose or direct
the disposition: 0
4. Shared power to dispose or direct
the disposition: 0
|
(c)
|
Mr. Katzoff has not entered into any transactions in the Shares during the past sixty days.
|
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.
|
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated:
January 27, 2022
|
|
BITNILE HOLDINGS, INC.
|
/s/ Henry C.W. Nisser
|
|
|
|
HENRY C.W. NISSER
|
|
By:
|
/s/ Henry C.W. Nisser
|
|
|
|
Name:
|
Henry C.W. Nisser
|
|
|
|
Title:
|
President
|
|
|
BITNILE, INC.
|
/s/ David J. Katzoff
|
|
|
|
DAVID J.KATZOFF
|
|
By:
|
/s/ Henry C.W. Nisser
|
|
|
|
Name:
|
Henry C.W. Nisser
|
|
|
|
Title:
|
President
|
|
|
DIGITAL POWER LENDING, LLC
|
|
|
|
|
|
|
By:
|
/s/ David J.Katzoff
|
|
|
|
Name:
|
David J.Katzoff
|
|
|
|
Title:
|
Manager
|
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