Current Report Filing (8-k)
March 21 2022 - 04:31PM
Edgar (US Regulatory)
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2022-03-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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): March
21, 2022
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)
(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 March 20, 2022, BitNile Holdings, Inc., a Delaware corporation
(the “Parent”) and its majority owned subsidiary, Imperalis
Holding Corp., a Nevada corporation (“IMHC”) entered into a
Securities Purchase Agreement (the “Agreement”) with
TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a wholly
owned subsidiary of the Parent.
Pursuant to the Agreement, Parent will (i) deliver to IMHC all of
the outstanding shares of common stock of TOGI held by the Parent,
and (ii) forgive and eliminate the intracompany accounts (the
“Accounts”) between the Parent and TOGI evidencing
historical equity investments made by the Parent to TOGI, in the
approximate amount of $25,000,000, in consideration for the
issuance by IMHC to the Parent (the “Transaction”) of an
aggregate of 25,000 newly designated shares of Series A Preferred
Stock (the “IMHC Preferred Stock”), with each such share
having a stated value of $1,000. The closing of the Transaction is
subject to the Parent’s delivery to IMHC of audited financial
statements of TOGI and other customary closing conditions.
Immediately following the completion of the Transaction, TOGI will
be a wholly owned subsidiary of IMHC. Outstanding shares of common
stock of IMHC (the “IMHC Common Stock”) will remain
outstanding and unaffected upon completion of the Transaction, as
will outstanding warrants and options to purchase IMHC Common
Stock. The IMHC Common Stock will continue to be registered under
the Securities Exchange Act of 1934, as amended, immediately
following the Transaction.
The parties to the Agreement (the “Parties”) have agreed
that, upon completion of the Transaction, IMHC will change its name
to TurnOnGreen, Inc., and, through an upstream merger whereby the
current TurnOnGreen shall cease to exist and have two operating
subsidiaries, TOG Technologies Inc. and Digital Power Corporation.
Promptly following the closing of the Transaction, IMHC will
dissolve its three dormant subsidiaries.
The Parties have further agreed that the IMHC Preferred Stock shall
have an aggregate liquidation preference of $25 million; be
convertible into IMHC Common Stock at the Parent’s option; be
redeemable by the Parent, and entitle the Parent to vote with IMHC
Common Stock on an as-converted basis.
|
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: March 21,
2022 |
/s/ Darren Magot |
|
|
Darren Magot
|
|
Chief Executive
Officer |
-3-
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