UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Imperalis Holding Corp.
(Name of Issuer)
Common Stock, par value
$0.001 per share
(Title of Class of Securities)
45257M106
(CUSIP Number)
MILTON C. AULT,
III
c/o BitNile Holdings,
Inc.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
(949)
444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7 for other parties to whom copies are to be
sent.
_______________
1 The remainder
of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
1 |
NAME OF REPORTING PERSON
BITNILE HOLDINGS,
INC.
|
2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
139,516,633(1)
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
139,516,633(1)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,516,633
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.18%
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1) |
Represents (i) 129,363,756 shares
of Common Stock held by BitNile, Inc. and (ii) 10,152,877 shares of
Common Stock issuable upon conversion of an outstanding convertible
promissory note in the principal face amount of $101,528.77, which
is convertible into shares of Common Stock at a conversion price of
$0.01 per share. Does not include shares of Common Stock that are
also issuable upon conversion of the note representing accrued but
unpaid interest. |
1 |
NAME OF REPORTING PERSON
BITNILE, INC.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
129,363,756
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
129,363,756
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,363,756
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.00%
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
1 |
NAME OF REPORTING PERSON
DIGITAL POWER LENDING,
LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC, OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0
|
8 |
SHARED VOTING POWER
10,152,877(1)
|
9 |
SOLE DISPOSITIVE POWER
0
|
10 |
SHARED DISPOSITIVE POWER
10,152,877 (1)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,152,877
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91%
|
14 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
1 |
NAME OF REPORTING PERSON
HENRY C.W. NISSER
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
- 0 -
|
8 |
SHARED VOTING POWER
- 0 -
|
9 |
SOLE DISPOSITIVE POWER
- 0 -
|
10 |
SHARED DISPOSITIVE POWER
- 0 -
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
1 |
NAME OF REPORTING PERSON
DAVID J. KATZOFF
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) x
(b) ¨
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
- 0 -
|
8 |
SHARED VOTING POWER
- 0 -
|
9 |
SOLE DISPOSITIVE POWER
- 0 -
|
10 |
SHARED DISPOSITIVE POWER
- 0 -
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
The following constitutes the Schedule 13D filed by the undersigned
(the “Schedule 13D”).
|
Item 1. |
Security and Issuer. |
This statement relates to the Common Stock, $0.001 par value per
share (the “Shares”), of Imperalis Holding Corp., a Nevada
corporation (the “Issuer”). The address of the principal executive
offices of the Issuer is 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141.
|
Item 2. |
Identity and Background. |
(a) This
statement is filed by:
|
(i) |
BitNile Holdings, Inc., a Delaware
corporation, with respect to the Shares beneficially owned by it
through its subsidiaries BitNile, Inc., and Digital Power Lending,
LLC; |
|
(ii) |
BitNile, Inc., a Nevada
corporation, with respect to the Shares directly and beneficially
owned by it; |
|
(iii) |
Digital Power Lending, LLC, a
California limited liability company, with respect to the Shares
directly and beneficially owned by it; |
|
(iv) |
Henry C.W. Nisser, Chief Executive
Officer and Director of the Issuer, President, General Counsel and
Director of BitNile Holdings, Inc. and President and Director of
BitNile, Inc.; and |
|
(v) |
David J. Katzoff, Chief Financial
Officer, Secretary and Treasurer of the Issuer and Manager of
Digital Power Lending, LLC. |
Each of the foregoing is referred to as a “Reporting Person” and
collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, attached
hereto as Exhibit 99.1. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
Set forth on Schedule A annexed hereto (“Schedule A”) is the name
and present principal occupation or employment, principal business
address and citizenship of the executive officers and directors of
BitNile Holdings, Inc. To the best of the Reporting Persons’
knowledge, except as otherwise set forth herein, none of the
persons listed in Schedule A beneficially owns any securities of
the Issuer or is a party to any contract, agreement or
understanding required to be disclosed herein.
Set forth on Schedule B annexed hereto (“Schedule B”) is the name
and present principal occupation or employment, principal business
address and citizenship of the executive officers and directors of
BitNile, Inc. To the best of the Reporting Persons’ knowledge,
except as otherwise set forth herein, none of the persons listed in
Schedule B beneficially owns any securities of the Issuer or is a
party to any contract, agreement or understanding required to be
disclosed herein.
Set forth on Schedule C annexed hereto (“Schedule C”) is the name
and present principal occupation or employment, principal business
address and citizenship of the executive officers and directors of
Digital Power Lending, LLC. To the best of the Reporting Persons’
knowledge, except as otherwise set forth herein, none of the
persons listed in Schedule C beneficially owns any securities of
the Issuer or is a party to any contract, agreement or
understanding required to be disclosed herein.
(b) The
principal business address of Mr. Katzoff is c/o Digital Power
Lending, LLC, 940 South Coast Drive, Suite 200, Costa Mesa, CA
92626. The principal business address of Mr. Nisser is c/o BitNile
Holdings, Inc., 100 Park Avenue, 16th Floor, Suite 1658A, New York,
NY 10017. The principal business address of BitNile Holdings, Inc.
and BitNile, Inc. is 11411 Southern Highlands Parkway, Suite 240,
Las Vegas, Nevada 89141. The principal business address of Digital
Power Lending, LLC is 940 South Coast Drive, Suite 200, Costa Mesa,
CA 92626.
(c) The
principal occupation of Mr. Nisser is serving as the President and
General Counsel of BitNile Holdings, Inc. The principal occupation
of Mr. Katzoff is serving as the Manager of Digital Power Lending,
LLC.
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
Holdings owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including defense/aerospace, industrial, automotive,
telecommunications, medical/biopharma, and textiles. The principal
business of BitNile, Inc. is Bitcoin mining, data center operations
and decentralized finance initiatives. The principal business of
Digital Power Lending, LLC is investing in securities.
(d) No
Reporting Person nor any person listed in Schedules A through C
has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person nor any person listed in Schedules A through C
has, during the last five years, been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f)
BitNile
Holdings, Inc. is organized under the laws of the State of
Delaware. BitNile, Inc. is organized under the laws of the State of
Nevada. Digital Power Lending, LLC is organized under the laws of
the State of California. Mr. Nisser is a citizen of Sweden. Mr.
Katzoff is a citizen of the United States of America.
|
Item 3. |
Source and Amount of Funds or Other Consideration. |
The securities of the Issuer purchased by each of BitNile, Inc. and
Digital Power Lending, LLC were purchased with working capital. The
aggregate purchase price of the 129,363,756 Shares directly owned
by BitNile, Inc. is $200,000. The aggregate purchase price of the
convertible promissory note currently convertible into 10,152,877
Shares (excluding any Shares issuable upon conversion of accrued
but unpaid interest) is $100,000.
|
Item 4. |
Purpose of Transaction. |
The Reporting Persons purchased the securities of the Issuer based
on the Reporting Persons’ belief that the securities, when
purchased, were undervalued and represented an attractive
investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons,
and the availability of securities of the Issuer at prices that
would make the purchase or sale of such securities desirable, the
Reporting Persons may endeavor to increase or decrease their
position in the Issuer through, among other things, the purchase or
sale of securities of the Issuer on the open market or in private
transactions or otherwise, on such terms and at such times as the
Reporting Persons may deem advisable.
Mr. Nisser is the Chief Executive Officer and Director of the
Issuer. Mr. Katzoff is the Chief Financial Officer, Secretary and
Treasurer of the Issuer.
The Reporting Persons may vote its or his shares or otherwise cause
the Issuer to enter into acquisitions and strategic partnerships to
expand the business of the Issuer. These acquisitions or strategic
partnerships may be funded through the issuance of additional
securities of the Issuer, working capital or a combination of both.
It is the understanding of the Reporting Persons that one or more
of the Reporting Persons have had discussions regarding the
possibility of one or more companies affiliated with one or more of
the Reporting Persons being acquired by the Issuer in the
future.
Except as set forth above in this statement, the Reporting Persons
do not have any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as
would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the
Issuer’s financial position, the Reporting Persons’ investment
strategies, the price levels of the Shares, conditions in the
securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional securities of
the Issuer, selling some or all of their securities, engaging in
short selling of or any hedging or similar transaction with respect
to the securities of the Issuer, or changing their intention with
respect to any and all matters referred to in Item 4.
|
Item 5. |
Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each Reporting
Person is based upon 161,704,695 Shares outstanding, which is the
total number of Shares outstanding as reported by the Issuer as of
December 21, 2021.
|
A. |
BitNile Holdings, Inc. |
|
(a) |
As of the close of business on
December 21, 2021, BitNile Holdings, Inc. may be deemed to
beneficially own 139,516,633 Shares, consisting of (i) 129,363,756
Shares held by BitNile, Inc. and (ii) 10,152,877 Shares issuable
upon conversion of an outstanding convertible promissory note in
the principal face amount of $101,528.77, which is convertible into
Shares at a conversion price of $0.01 per share. Does not include
Shares that are also issuable upon conversion of the note
representing accrued but unpaid interest. BitNile Holdings, Inc.
may be deemed to beneficially own the Shares beneficially owned by
BitNile, Inc. and Digital Power Lending, LLC by virtue of its
relationship with such entity described in Item 2. |
Percentage: 81.18%
|
(b) |
1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 139,516,633
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
139,516,633
|
(c) |
BitNile Holdings, Inc. has not
entered into any transactions in the Shares during the past sixty
days. |
|
(a) |
As of the close of business on
December 21, 2021, BitNile, Inc beneficially owns 129,363,756
shares of Common Stock held directly by it. |
Percentage: 80.00%
|
(b) |
1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 129,363,756
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
129,363,756
|
(c) |
The only transaction by BitNile in
the Shares during the past sixty days was the purchase of an
aggregate of 129,363,756 Shares for $200,000 in a privately
negotiated transaction with three shareholders of the Issuer. |
|
C. |
Digital Power Lending, LLC |
|
(a) |
As of the close of business on
December 21, 2021, Digital Power Lending, LLC may be deemed to
beneficially own 10,152,877 Shares issuable upon conversion of an
outstanding convertible promissory note in the principal face
amount of $101,528.77, which is convertible into Shares at a
conversion price of $0.01 per share. Does not include Shares that
are also issuable upon conversion of the note representing accrued
but unpaid interest. |
Percentage: Less than 5.91%
|
(b) |
1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 10,152,877
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
10,152,877
|
(c) |
The only transaction by Digital
Power Lending, LLC in the Shares during the past sixty days was the
exchange, on December 15, 2021, of those certain promissory notes
dated August 18, 2021 and November 5, 2021 issued to Digital Power
Lending, LLC by the Issuer in the aggregate principal amount of
$100,000, which promissory notes had accrued interest of $1,528.77
as of December 15, 2021, for a convertible promissory note in the
principal face amount of $101,528.77. |
|
(a) |
As of the close of business on
December 21, 2021, Mr. Nisser does not beneficially own any
Shares. |
Percentage: 0.0%
|
(b) |
1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Nisser has not entered into any
transactions in the Shares during the past sixty days. |
|
(a) |
As of the close of business on
December 21, 2021, Mr. Katzoff does not beneficially own any
Shares. |
Percentage: 0.0%
|
(b) |
1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Katzoff has not entered into
any transactions in the Shares during the past sixty days. |
The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial
owners of any securities of the Issuer that he or it does not
directly own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he or
it does not directly own.
|
(d) |
No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares. |
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer. |
On December 15, 2021, the Issuer entered into an exchange agreement
(the “Exchange Agreement”) with Digital Power Lending, LLC,
pursuant to which the Issuer issued a convertible promissory note
(the “Convertible Note”) to Digital Power Lending, LLC, 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 Digital Power Lending, LLC in the
aggregate principal amount of $100,000, which Promissory Notes had
accrued interest of $1,528.77 as of December 15, 2021. 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 at Digital Power Lending, LLC’s option at a conversion price
of $0.01 per share. A copy of the Exchange Agreement and the
Convertible Note are attached as exhibits hereto and are
incorporated herein by reference.
On December 16, 2021 Vincent Andreula, Michael Andreula and Kristie
Andreula, each a stockholder of the Issuer (collectively, the
“Sellers”), entered into a stock purchase agreement (the “Stock
Purchase Agreement”) with BitNile, Inc. Pursuant to the Stock
Purchase Agreement, BitNile, Inc. purchased 129,363,756 Shares from
the Sellers in exchange for $200,000. A copy of the Stock Purchase
Agreement is attached as an exhibit hereto and is incorporated
herein by reference.
On December 23, 2021, the Reporting Persons entered into a Joint
Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with
respect to the securities of the Issuer. A copy of this agreement
is attached as an exhibit hereto and is incorporated herein by
reference.
|
Item 7. |
Material to be Filed as
Exhibits. |
|
99.1 |
Joint Filing Agreement by and among Henry C.W.
Nisser, David J. Katzoff, BitNile Holdings, Inc., BitNile, Inc. and
Digital Power Lending, LLC, dated December 23, 2021. |
|
|
|
|
99.2 |
Exchange Agreement between Imperalis Holding Corp. and Digital
Power Lending, LLC, dated as of December 15, 2021 (incorporated by
reference to Exhibit 10.1 of the Current Report on Form 8-K filed
with the SEC on December 21, 2021). |
|
|
|
|
99.3 |
Convertible Promissory Note, dated December 15, 2021, made by
Imperalis Holding Corp. in favor of Digital Power Lending, LLC
(incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K filed with the SEC on December 21, 2021). |
|
|
|
|
99.4 |
Form of Stock Purchase Agreement among BitNile, Inc., Vincent
Andreula, Michael Andreula and Kristie Andreula, dated as of
December 16, 2021 (incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K filed with the SEC on December 21,
2021). |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: December 23, 2021
|
|
BITNILE HOLDINGS, INC. |
/s/ Henry C.W. Nisser
|
|
|
|
HENRY C.W. NISSER |
|
By: |
/s/ Henry C.W. Nisser
|
|
|
|
Name: |
Henry C.W. Nisser |
|
|
|
Title: |
President |
|
|
BITNILE, INC. |
/s/ David J. Katzoff
|
|
|
|
DAVID J.KATZOFF |
|
By: |
/s/ Henry C.W. Nisser
|
|
|
|
Name: |
Henry C.W. Nisser |
|
|
|
Title: |
President |
|
|
DIGITAL POWER LENDING,
LLC |
|
|
|
|
|
|
By: |
/s/ David J.Katzoff
|
|
|
|
Name: |
David J.Katzoff |
|
|
|
Title: |
Manager |
SCHEDULE A
Officers and Directors of BitNile Holdings, Inc.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
Milton C. Ault, III
Executive Chairman
|
Executive Chairman of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
William B. Horne
Chief Executive Officer and Director
|
Chief Executive Officer of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Henry C.W. Nisser
President, General Counsel and Director
|
President and General Counsel of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 100 Park Avenue, 16th Floor, Suite
1658A, New York, NY 10017 |
Sweden |
Kenneth S. Cragun
Chief Financial Officer
|
Chief Financial Officer of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Howard Ash
Independent Director
|
Chairman of Claridge Management |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Jeffrey A. Bentz
Independent Director
|
President of North Star Terminal & Stevedore Company |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Robert O. Smith
Independent Director
|
Independent Executive Consultant |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Moti Rosenberg
Independent Director
|
Independent Consultant |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
Israel |
Glen Tellock
Independent Director
|
Independent Consultant |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
SCHEDULE B
Officers and Directors of BitNile, Inc.
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
William B. Horne
Chief Executive Officer and Director
|
Chief Executive Officer of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Henry C.W. Nisser
President and Director
|
President and General Counsel of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 100 Park Avenue, 16th Floor, Suite
1658A, New York, NY 10017 |
Sweden |
Kenneth S. Cragun
Chief Financial Officer
|
Chief Financial Officer of BitNile Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Christopher K. Wu
Executive Vice President and Director
|
Executive Vice President of Alternative Investments of BitNile
Holdings, Inc. |
c/o BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
Darren M. Magot
Director
|
Chief Executive Officer of Ault Alliance, Inc. |
c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141 |
USA |
SCHEDULE C
Officers and Directors of Digital Power Lending,
LLC
Name and Position |
Principal Occupation |
Principal Business Address |
Citizenship |
David J. Katzoff
Manager
|
Manager of Digital Power Lending, LLC |
c/o Digital Power Lending, LLC, 940 South Coast Drive, Suite 200,
Costa Mesa, CA 92626 |
USA |
16
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