Current Report Filing (8-k)
March 21 2022 - 04:31PM
Edgar (US Regulatory)
0000896493
false
0000896493
2022-03-21
2022-03-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): March
21, 2022
BITNILE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-12711 |
|
94-1721931 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
11411 Southern Highlands Parkway, Suite 240,
Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.001 par value |
|
NILE |
|
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. o
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On March 21, 2022, BitNile Holdings, Inc., a Delaware
corporation (the “Company”), issued a press release announcing that the Company and its wholly-owned subsidiary, TurnOnGreen,
Inc., an electronic vehicle charging and power solutions company (“TurnOnGreen”),
have entered into a securities purchase agreement dated March 20, 2022 (the “Agreement”), with Imperalis Holding Corp.
(OTC Pink: IMHC) (“Imperalis”), a publicly traded subsidiary of the Company, whereby TurnOnGreen will, upon closing,
become a subsidiary of Imperalis (the “Acquisition”).
Upon completion of the Acquisition, which is contingent
upon the completion of an audit of TurnOnGreen and each party’s satisfaction or waiver of certain customary closing conditions set
forth in the Agreement, Imperalis will change its name to TurnOnGreen, Inc., and, through an upstream merger whereby the current TurnOnGreen
shall cease to exist, have two operating subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Promptly following the closing
of the Acquisition, Imperalis will dissolve its three dormant subsidiaries. Subsequent to the Acquisition, the Company will assist Imperalis
(then named TurnOnGreen, Inc.) in pursuing an uplisting to the Nasdaq Capital Market, subject to Nasdaq’s seasoning rules and other
criteria for listing.
The Company anticipates that its stockholders
will in due course receive a dividend of securities of TurnOnGreen. The Company expects to distribute to its stockholders approximately
140 million of its common shares and an equal number of warrants to purchase such shares of TurnOnGreen at the time of the record date
to be set therefor, subject to regulatory approval and compliance with U.S. federal securities laws.
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 |
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release issued on March 21, 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). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
BITNILE HOLDINGS, INC. |
|
|
|
|
|
|
|
Dated: March 21, 2022 |
/s/ Henry Nisser |
|
|
Henry Nisser
President and General Counsel |
|
-3-
Ault Global (AMEX:DPW)
Historical Stock Chart
From Feb 2024 to Mar 2024
Ault Global (AMEX:DPW)
Historical Stock Chart
From Mar 2023 to Mar 2024