Current Report Filing (8-k)
September 14 2022 - 4:31PM
Edgar (US Regulatory)
0001349706
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0001349706
2022-09-14
2022-09-14
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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): September
14, 2022
IMPERALIS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada |
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000-52140 |
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20-5648820 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
1421 McCarthy Blvd., Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
(510) 657-2635
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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: None.
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 x
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.
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On September 8, 2022, Imperalis Holding Corp.,
a Nevada corporation (the “Company”) entered into a parent/subsidiary short form merger with its wholly owned subsidiary,
TurnOnGreen, Inc., a Nevada corporation (“TOG”), pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”). In accordance with the Merger Agreement, TOG merged with and into the Company, with the Company as the surviving
corporation (the “Merger”), pursuant to Section 92A.120 and 92A.180 of the Nevada Revised Statues. As
a result of the merger, IMHC acquired two operating subsidiaries from TOG, Digital Power Corporation and TOG Technologies, Inc.
To effectuate the Merger,
the Company filed the Articles of Merger (the “Articles of Merger”) with the Secretary of State of the State
of Nevada on September 8, 2022.
The Merger does not affect
the rights of security holders of the Company. The Company’s common stock will continue to
be quoted on the OTC Pink Market under the current symbol “IMHC”.
The Merger did not affect
any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material
contractual arrangements continue to be rights and obligations of the Company after the Merger. The Merger did not result in any change
in headquarters, business, jobs, management, location of any of the offices or facilities, number of employees, assets, liabilities or
net worth of the Company. There were no changes to the Company’s bylaws or articles of incorporation.
The foregoing descriptions of the Merger
Agreement and the Articles of Merger are qualified in their entirety by reference to the full text of the Merger Agreement and the Articles
of Merger, copies of which are filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form
8-K and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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.
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IMPERALIS HOLDING CORP. |
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Dated: September 14, 2022 |
/s/ Amos Kohn |
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Amos Kohn
Chief Executive Officer |
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