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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): December
21, 2021
IMPERALIS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-52140 |
|
20-5648820 |
(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)
30 N Gould Street, Suite
11023, Sheridan, WY 82801
(Former address, if changed since last report)
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:
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
☒
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 December 15, 2021 (the “Closing Date”), Imperalis Holding
Corp (the “Company”) entered into an exchange agreement (the
“Exchange Agreement”) with Digital Power Lending, LLC
(“DPL”), pursuant to which the Company issued a convertible
promissory note (the “Convertible Note”) to DPL, in the
principal amount of $101,528.77, in exchange for those certain
promissory notes dated August 18, 2021 and November 5, 2021 (the
“Promissory Notes”) issued to DPL in the aggregate principal
amount of $100,000, which Promissory Notes had accrued interest of
$1,528.77 as of the Closing Date.
The Convertible Note accrues interest at 10% per annum, is due on
December 15, 2023, and the principal, together with any accrued but
unpaid interest on the amount of principal, is convertible into
shares of the Company’s common stock, $0.001 par value per share
(the “Common Stock”) at DPL’s option at a conversion price
of $0.01 per share.
The foregoing descriptions of
the Convertible Note and Exchange Agreement do not purport to be
complete and are qualified in their entirety by reference to their
respective forms, which are annexed hereto as Exhibits
4.1 and 10.1, respectively, to this Current
Report on Form 8-K and are 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 3.02 |
Unregistered Sales of Equity
Securities |
The information contained in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference to this Item 3.02.
|
Item 5.01 |
Changes in Control of
Registrant |
On December 16, 2021 (the “Closing Date”), Vincent Andreula,
Michael Andreula and Kristie Andreula, each a stockholder of the
Company (collectively, the “Sellers”), entered into a stock
purchase agreement (the “Stock Purchase Agreement”) with
BitNile, Inc. (“BitNile”). Pursuant to the Stock Purchase
Agreement, BitNile purchased 129,363,756 shares of Common Stock
from the Sellers in exchange for $200,000. Upon the closing of the
Stock Purchase Agreement, BitNile owns approximately 90% of the
Company’s Common Stock, resulting in a change in control of the
Company.
The foregoing description of
the Stock Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the form, which is
annexed hereto as Exhibit 99.1 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
exhibit.
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On the Closing Date, Messrs. Vincent Andreula and Michael Andreula,
and Ms. Kristie Andreula, resigned as the Company’s officers. In
addition, Mr. Vincent Andreula resigned as director on the Closing
Date and his resignation is to be effective upon the 10th day after
the mailing of a Schedule 14F-1, in accordance with Rule 14f-1
under the Securities Exchange Act of 1934, to the Company’s
stockholders.
On the Closing Date, the Company appointed Henry Nisser as its
Chief Executive Officer and a director and David J. Katzoff as its
Chief Financial Officer, Secretary and Treasurer. Messrs. Nisser
and Katzoff will work for the Company on a part-time basis as
needed and currently will not receive any compensation for such
services.
Henry Nisser, 53, has served as General Counsel of
BitNile Holdings, Inc. (“BitNile Holdings”) since May 2019,
as a Director since September 2020 and President since January
2021. Between May 2019 and January 2021, Mr. Nisser also served as
Executive Vice President. BitNile Holdings is the parent company of
BitNile and DPL. Mr. Nisser is also the President, General Counsel
and a Director of Ault Disruptive Technologies Corporation. Mr.
Nisser has served as the Executive Vice President and General
Counsel of Alzamend Neuro, Inc. (“Alzamend”) on a part-time
basis since May 2019, and has been a director of that company since
September 2020. Mr. Nisser has also been the Executive Vice
President and General Counsel of Avalanche International Corp.
since May 2019. Prior to joining BitNile Holdings and these
companies, Mr. Nisser practiced law at the New York law firm
Sichenzia Ross Ference LLP from October 2011 to April 2019,
concentrating on national and international corporate law, with a
focus on U.S. federal securities law compliance, mergers and
acquisitions, equity and debt financings, and corporate governance.
Mr. Nisser earned a B.A. degree in international relations and
economics from Connecticut College and an LL.B. from University of
Buckingham School of Law in the United Kingdom.
David Katzoff, 60, has served as Senior Vice President
of Finance of BitNile Holdings since January 2019. Mr. Katzoff
joined Alzamend on a part-time basis in November 2019, serving
as its Senior Vice President of Operations from November 2019
to December 2020, and currently serves as its Chief Operating
Officer since December 2020. From 2015 to 2018,
Mr. Katzoff served as Chief Financial Officer of Lumina Media,
LLC, a privately-held media company and publisher of life-style
publications. From 2003 to 2017, Mr. Katzoff served a Vice
President of Finance of Local Corporation, a publicly-held local
search company. Mr. Katzoff received a B.S. degree in Business
Management from the University of California at Davis.
|
Item 9.01 |
Financial Statements and Exhibits |
Exhibit No. |
|
Description |
|
|
|
4.1 |
|
Convertible
Promissory Note, dated December 15, 2021, made by Imperalis Holding
Corp. in favor of Digital Power Lending, LLC. |
10.1 |
|
Exchange
Agreement between Imperalis Holding Corp. and Digital Power
Lending, LLC, dated as of December 15, 2021. |
99.1 |
|
Form of Stock
Purchase Agreement among BitNile, Inc., Vincent Andreula, Michael
Andreula and Kristie Andreula, dated as of December 16,
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). |
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.
|
IMPERALIS HOLDING CORP. |
|
|
|
|
Dated: December 21, 2021 |
/s/ Henry Nisser
Henry Nisser
Chief Executive Officer
|
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