FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * BitNile Holdings, Inc. 2. Issuer Name and Ticker or Trading Symbol IMPERALIS HOLDING CORP. [ IMHC ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240
3. Date of Earliest Transaction (MM/DD/YYYY)
9/6/2022
(Street)
LAS VEGAS, NV 89141
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  9/6/2022    P    6501  A $0.2108  16501  I  By Digital Power Lending, LLC (1)
Common Stock                 129363756  I  By BitNile, Inc. (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (3) 9/6/2022    P     25000      9/6/2022   (4) Common Stock   (5)  (6) 25000  D   
Common Stock Purchase Warrant   (7) 9/6/2022    P     1 (8)      (9)  (10) Common Stock   (11)  (12) 1 (8) D   

Explanation of Responses:
(1)  Digital Power Lending, LLC ("DPL") is a wholly-owned subsidiary of BitNile Holdings, Inc. ("BH"). Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by DPL.
(2)  BitNile, Inc. ("BNI") is a wholly-owned subsidiary of BH. Mr. Ault, the Executive Chairman of BH, is deemed to have voting and investment power with respect to the securities held of record by BNI.
(3)  Each share of Series A Preferred Stock has a stated value of $1,000 and is convertible into such number of shares of the Issuer's common stock equal to the stated value divided by eighty percent (80%) of the volume weighed average price ("VWAP") of the Issuer's common stock over the 10 trading days immediately preceding the date of conversion.
(4)  The Series A Preferred Stock is convertible as long as it remains outstanding.
(5)  The number of shares issuable upon conversion will fluctuate based upon the VWAP during the prior 10 trading days immediately preceding the date of conversion. As of September 8, 2022, the date of issuance of the Series A Preferred Stock, they were convertible into approximately 159,520,163 shares of the Issuer's common stock. Does not include any shares of the Issuer's common stock that are issuable, at the Issuer's option, in lieu of payment in cash of the dividend that accrues at 8% per annum.
(6)  The shares of Series A Preferred Stock were issued in connection with the closing of the transaction whereby (i) the Issuer acquired 100% of the outstanding shares of TurnOnGreen, Inc. ("TOGI") from BH and (ii) BH eliminated all of the intercompany accounts between itself and TOGI evidencing historical equity investments made by BH to TOGI, in the amount of $36,643,580 (the "Acquisition").
(7)  The warrant is expected to have an exercise price of 125% of the Issuer's VWAP during the 10 trading days prior to the initial date of exercise, which is the date when the Issuer's common stock begins trading on a national stock exchange or market. However, the warrant will not be exercisable by BH, but only BH's stockholders after distribution.
(8)  The number of warrants will be approximately 140,000,000 and will equal the number of shares of Common Stock that BH distributes to its stockholders.
(9)  The date when the Issuer's common stock begins trading on a national stock exchange or market.
(10)  The warrant will expire five years after the initial date of exercise.
(11)  The number of shares issuable upon exercise of the warrant will be approximately 140,000,000 and will equal the number of warrants issued.
(12)  The warrant is being issued in connection with the closing of the Acquisition.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BitNile Holdings, Inc.
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS, NV 89141

X


Signatures
/s/ Milton C. Ault, III, Executive Chairman 9/8/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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