BitNile to Distribute to its Stockholders Approximately 140
Million Shares and Warrants to Purchase an Equal Number of Shares
of TurnOnGreen
BitNile Holdings, Inc. (NYSE American: NILE), a diversified
holding company (“BitNile” or the “Company”),
announced a divestiture of the Company’s subsidiary, TurnOnGreen,
Inc. (“TurnOnGreen”), an electric vehicle (“EV”)
charging and power solutions company, to Imperalis Holding Corp.
(OTC Pink: IMHC) (“Imperalis”), a publicly traded subsidiary
of BitNile. Completing this transaction constitutes a significant
step in BitNile’s planned distribution of TurnOnGreen’s securities
to its stockholders.
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Today TurnOnGreen closed upon the securities purchase agreement
with Imperalis, whereby Imperalis acquired all of the outstanding
shares of common stock of TurnOnGreen from BitNile (the
“Acquisition”). As a result of the Acquisition, TurnOnGreen
became a subsidiary of Imperalis.
As part of the Acquisition, BitNile eliminated all of the
intercompany accounts between itself and TurnOnGreen evidencing
historical equity investments made by BitNile in the approximate
amount of $36,000,000, and Imperalis issued BitNile 25,000 shares
of Series A Preferred Stock, with each such share having a stated
value of $1,000. The Series A Preferred Stock has an aggregate
liquidation preference of $25 million, is convertible into shares
of Imperalis common stock at BitNile’s option, is redeemable by
BitNile, and entitles BitNile to vote with the common stock on an
as-converted basis.
Imperalis, which intends to change its name to TurnOnGreen as
soon as practicable, will operate through TurnOnGreen’s two
subsidiaries, TOG Technologies Inc. and Digital Power Corporation.
Imperalis intends to dissolve its remaining dormant subsidiary. Now
that the Acquisition is completed, BitNile will assist TurnOnGreen
in pursuing an uplisting to the Nasdaq Capital Market, subject to
Nasdaq’s seasoning rules and other criteria for listing.
The Company anticipates setting a record date soon whereby
stockholders of BitNile will receive a dividend of securities of
TurnOnGreen. BitNile expects to distribute to BitNile’s
stockholders approximately 140 million shares of TurnOnGreen common
stock and warrants to purchase an additional 140 million shares of
TurnOnGreen common stock, subject to regulatory approval and
compliance with US federal securities laws. The Company plans to
cause Imperalis to apply to have the warrants publicly traded.
Milton “Todd” Ault, III, the Company’s Executive Chairman,
stated, “We are excited to close the acquisition of TurnOnGreen by
Imperalis, resulting in TurnOnGreen becoming a publicly traded
company. TurnOnGreen is dedicated to enabling the electrification
of American vehicles and its participation in reshaping the
nation’s infrastructure to support green technology. We believe
this transaction, creating a pureplay public company focused on EV
chargers and power solutions, will be accretive in value for our
stockholders.”
Upon the closing of the Acquisition, Imperalis appointed Amos
Kohn as its Chief Executive Officer and the Chairman and member of
its Board of Directors, as well as appointed Marcus Charuvastra as
the President of Imperalis.
“We look forward to leveraging the public markets to drive the
development and distribution of TurnOnGreen’s innovative
technology,” said Amos Kohn, CEO of Imperalis. “TurnOnGreen has a
team of experienced professionals, and we look forward to the
planned distribution whereby stockholders of BitNile will become
stockholders of TurnOnGreen. Together, we will continue the journey
to deliver on the vision of making green energy technology a part
of everyday life.”
Update Call
The Company will host a conference call at 2:00 PM Pacific Time
on Tuesday, September 6, 2022, to provide a summary on the
completed Acquisition of TurnOnGreen by Imperalis and the planned
distribution of securities to BitNile’s stockholders. The update
call will be open to the public. Stockholders, investors, and
interested parties who would like to participate in the webcast
should use the following link to register in advance. Registration
link:
https://us06web.zoom.us/webinar/register/WN_qqYTeE06SbCyIIgYF5QV7A
Please direct any questions regarding obtaining access to the
conference call to BitNile via e-mail, at IR@BitNile.com, or by
calling 1-888-753-2235.
For more information on TurnOnGreen’s product line, please visit
www.TurnOnGreen.com.
For more information on BitNile Holdings and its subsidiaries,
BitNile recommends that stockholders, investors, and any other
interested parties read BitNile’s public filings and press releases
available under the Investor Relations section at www.BitNile.com
or available at www.sec.gov.
This announcement is for information purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States
or any other jurisdiction in which such offer, solicitation or sale
would be unlawful.
About BitNile Holdings, Inc.
BitNile Holdings, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, BitNile owns
and operates a data center at which it mines Bitcoin and provides
mission-critical products that support a diverse range of
industries, including oil exploration, defense/aerospace,
industrial, automotive, medical/biopharma, karaoke audio equipment,
hotel operations and textiles. In addition, BitNile extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary. BitNile’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.BitNile.com.
About TurnOnGreen, Inc.
TurnOnGreen Inc. designs and manufactures innovative,
feature-rich, and top-quality power products for mission-critical
applications, lifesaving and sustaining applications spanning
multiple sectors in the harshest environments. The diverse markets
we serve include defense and aerospace, medical and healthcare,
industrial, telecommunications and e-Mobility. TurnOnGreen brings
decades of experience to every project, working with our clients to
develop leading-edge products to meet a wide range of needs.
TurnOnGreen’s headquarters are located at Milpitas, CA;
www.TurnOnGreen.com.
Forward-Looking Statements
This press release contains “forward looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at www.sec.gov and on the Company’s
website at www.BitNile.com.
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