UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Imperalis Holding Corp.
(Name of Registrant as Specified In Its Charter)
000-52140
(Commission File Number)
Nevada |
20-5648820 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification
No.) |
11411 Southern Highlands Pkwy., Suite 240, Las Vegas, NV
89141
(Address of Principal Executive Offices)
Tel: (949) 444-5464
(Registrant’s Telephone Number)
WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE
COMPANY’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION
STATEMENT.
IMPERALIS HOLDING CORP.
11411 Southern Highlands Pkwy., Suite 240, Las Vegas, NV
89141
Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1 Thereunder
Notice of Proposed Change in the
Majority of the Board of Directors
INTRODUCTION
This Information Statement is being mailed on or about December 23,
2021 by Imperalis Holding Corp. (the "Company") to the holders of
record of shares of its common stock. This information
statement (“Information Statement”) is provided to you for
information purposes only. We are not soliciting proxies in
connection with the items described in this Information
Statement. You are urged to read this Information
Statement carefully. You are not, however, required to
take any action.
On December 16, 2021 (the “Closing Date”), Vincent Andreula,
Michael Andreula and Kristie Andreula, each a stockholder of the
Company, entered into a stock purchase agreement (the “Stock
Purchase Agreement”) with BitNile, Inc. (“BitNile”). As a result of
the Stock Purchase Agreement, BitNile owns approximately 90% of the
Company’s common stock. BitNile paid consideration of two hundred
thousand dollars ($200,000). The consummation of the transactions
contemplated by the Stock Purchase Agreement resulted in a change
in control of the Company, with BitNile becoming the Company’s
largest controlling stockholder.
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 this Information Statement to the Company’s
stockholders. On the Closing Date, the Company appointed Henry C.W.
Nisser as its Chief Executive Officer and a Director and David J.
Katzoff as its Chief Financial Officer, Secretary and Treasurer.
There is no arrangement or understanding among the newly appointed
officers and directors or any other person pursuant to which they
were appointed as a director and officer of the Company.
This Information Statement is being mailed to stockholders of the
Company pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder.
You are urged to read this Information Statement carefully. You are
not, however, required to take any action with respect to the
appointment of the new director.
CERTAIN INFORMATION REGARDING THE COMPANY
Voting Securities
There is currently one class of voting securities of the Company
entitled to be voted at a meeting, or by written consents or
authorizations if no meeting is held. As of the date of this
Information Statement, the Company’s authorized capital stock
included 200,000,000 shares of common stock, of which 143,037,383
shares are issued and outstanding.
Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information with respect to
the beneficial ownership of the Company’s outstanding common stock
following the consummation of the Stock Purchase Agreement by (i)
any holder of more than five (5%) percent; (ii) each of the named
executive officers, directors, and director nominees; and (iii) our
directors, director nominees and named executive officers as a
group. Except as otherwise indicated, each of the stockholders
listed below has sole voting and investment power over the shares
beneficially owned.
Unless otherwise indicated in the footnotes to the following table,
each person named in the table has sole voting and investment power
and that person’s address is c/o Imperalis Holding Corp., 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.
NAME OF OWNER |
TITLE OF
CLASS
|
NUMBER OF
SHARES OWNED (1)
|
PERCENTAGE OF
COMMON STOCK
|
Henry C.W. Nisser |
Common
Stock |
0 |
* |
David J. Katzoff |
Common
Stock |
0 |
* |
Officers and Directors as a Group
(2 persons) |
Common
Stock |
0 |
* |
|
|
|
|
BitNile, Inc. |
Common
Stock |
129,363,756 |
90.44% |
___________________________
* Denotes less than 1%
|
(1) |
Beneficial ownership percentages
are calculated based on 143,037,383 shares of common stock issued
and outstanding. Beneficial ownership is determined in accordance
with Rule 13d-3 of the Exchange Act. |
CURRENT DIRECTORS AND EXECUTIVE 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 this Information Statement to the Company’s
stockholders. On the Closing Date, the Company appointed Henry C.W.
Nisser as its Chief Executive Officer and a Director and David J.
Katzoff as its Chief Financial Officer, Secretary and Treasurer.
There is no arrangement or understanding among the newly appointed
officers and directors or any other person pursuant to which they
were appointed as a director and officer of the Company.
Neither Messrs. Nisser or Katzoff has a direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K. At this time, the Company does not
have any written employment agreements or other formal compensation
agreements with our new officers and directors. Compensation
arrangements are the subject of ongoing development and the Company
will disclose any compensatory arrangements entered into in the
future.
The biographical information of our current officers and directors
is below:
Name |
|
Age |
|
Position |
Henry C.W. Nisser |
|
53 |
|
Chief Executive Officer and
Director |
David J. Katzoff |
|
60 |
|
Chief Financial Officer,
Secretary and Treasurer |
Vincent Andreula |
|
44 |
|
Director 1 |
1 Mr. Andreula
resigned as Director on December 16, 2021, a resignation that is
effective upon the 10th day after the mailing of the Company’s
information statement on Schedule 14f-1 to the Company’s
stockholders.
Set forth below is certain information with respect to the
above-named officers and directors:
Henry Nisser 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
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.
Vincent Andreula has served as a director since
joining the Company in December 2017. Between December 2017 and
December 2021, he also served as our Chief Executive Officer and
Chief Financial Officer. Mr. Andreula is an entrepreneur who has
owned multiple businesses. Previously, Mr. Andreula was with
Spencer Edwards and served as a Vice President at Capital One; a
Fortune 500 company.
Terms of Office
Our directors are appointed for one year terms in accordance with
our charter documents and hold office until the earlier of: (i) the
next annual meeting of our stockholders, (ii) until they are
removed from the board or (iii) until they resign.
Family Relationships
None.
Legal Proceedings
Our directors and executive officers have not been involved in any
of the following events during the past ten years:
|
1. |
any bankruptcy petition filed by or against such person or any
business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years
prior to that time; |
|
2. |
any conviction in a criminal proceeding or being subject to a
pending criminal proceeding (excluding traffic violations and other
minor offenses); |
|
3. |
being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting his involvement in any type of business,
securities or banking activities or to be associated with any
person practicing in banking or securities activities; |
|
4. |
being found by a court of competent jurisdiction in a civil
action, the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been
reversed, suspended, or vacated; |
|
5. |
being subject of, or a party to, any federal or state judicial
or administrative order, judgment decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of any federal or state securities or commodities law or
regulation, any law or regulation respecting financial institutions
or insurance companies, or any law or regulation prohibiting mail
or wire fraud or fraud in connection with any business entity;
or |
|
6. |
being subject of or party to any sanction or order, not
subsequently reversed, suspended, or vacated, of any
self-regulatory organization, any registered entity or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with
a member. |
Change of Control Arrangements
We have no pension or compensatory plans or other arrangements
which provide for compensation to our directors or officers in the
event of a change in our control. There are no arrangements known
to us the operation of which may at a later date result in a change
in control of our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described above, there have been no material
transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the
Company is to be a party, in which any promoter or founder, or any
member of the immediate family of any of the foregoing persons, had
a material interest.
Review, Approval and Ratification of Related Party
Transactions
We have not adopted formal policies and procedures for the review,
approval or ratification of related party transactions with our
executive officers, directors and principal stockholders.
CORPORATE GOVERNANCE
Director Independence
We do not have any independent directors.
Board Committees
Our Board does not have any committees, as companies whose
securities are not traded on a national exchange are not required
to have Board committees. However, at such time in the future that
we appoint independent directors on our Board, we expect to form
the appropriate Board committees and identity an audit committee
financial expert. All functions of an audit committee, nominating
committee and compensation committee are and have been performed by
our Board.
Board Oversight
Our management is responsible for managing risk and bringing the
most material risks facing the Company to the Board’s attention.
Because we do not yet have separately designated committees, the
entire Board has oversight responsibility for the processes
established to report and monitor material risks applicable to the
Company relating to (1) the integrity of the Company’s financial
statements and review and approve the performance of the Company’s
internal audit function and independent accountants, (2) succession
planning and risk related to the attraction and retention of talent
and to the design of compensation programs and arrangements, and
(3) monitoring the design and administration of the Company’s
compensation programs to ensure that they incentivize strong
individual and group performance and include appropriate safeguards
to avoid unintended or excessive risk taking by Company
employees.
Director Nominations
There has not been any defined policy or procedure requirements for
stockholders to submit recommendations or nomination for directors.
The Board of Directors does not believe that a defined policy with
regard to the consideration of candidates recommended by
stockholders is necessary at this time because, given the early
stages of the Company’s development, a specific nominating policy
would be premature and of little assistance until the Company’s
business operations are at a more advanced level.
Shareholder Communication with the Board
The Board of Directors does not currently provide a process for
shareholders to send communications to the Board of Directors
because management of the Company believes that until this point it
has been premature to develop such processes given the limited
liquidity of the common stock of the Company. However, the new
management of the Company may establish a process for shareholder
communications in the future.
COMPENSATION OF DIRECTORS AND OFFICERS
Officer Compensation
The Company did not pay any compensation to its named executive
officers in the 2020 or 2019 fiscal years.
Outstanding Equity Awards at Fiscal Year-End Table
None.
Employment Agreements with Executive Officers
None.
Director Compensation
The Company did not pay any compensation to its director in the
2020 fiscal year.
Stock Option Plans
Currently, there is no equity compensation plan in place.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports with the SEC. These reports, including annual
reports, quarterly reports as well as other information we are
required to file pursuant to securities laws. You may read and copy
materials we file with the SEC at the SEC’s Public Reference Room
at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with
the SEC at http://www.sec.gov.
NO STOCKHOLDER ACTION REQUIRED
This Information Statement is being provided for informational
purposes only, and does not relate to any meeting of stockholders.
Neither applicable securities laws, nor the corporate laws of the
State of Nevada require approval of the any transaction referred to
herein. No vote or other action is being requested of the Company’s
stockholders and no dissenters’ rights are available. This
Information Statement is provided for informational purposes only.
This Information Statement has been filed with the Securities and
Exchange Commission and is available electronically on EDGAR at
www.sec.gov.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
IMPERALIS
HOLDING CORP. |
|
|
|
|
December 22, 2021 |
/s/ HENRY C.W.
NISSER |
|
Henry C.W. Nisser |
|
Chief Executive
Officer |
6
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