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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): May
21, 2024
TURNONGREEN, INC.
(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.) |
1421 McCarthy Blvd., Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
(510) 657-2635
(Registrant's telephone number, including area
code)
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported on a Current Report on
Form 8-K, dated January 18, 2024, on December 21, 2023, TurnOnGreen, Inc., a Nevada corporation
(the “Company”), filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State, changing the
Company’s name from “Imperalis Holding Corp.” to “TurnOnGreen,
Inc.” (the “Name Change”).
On May 17, 2024, the Financial Industry Regulatory
Authority, Inc. notified the Company that the Name Change, and the corresponding new trading symbol “TOGI,” would take effect
on the OTC Pink marketplace of OTC Markets, Inc. (the “Pink Marketplace”) at the start of business on May 21, 2024.
Additionally, the Company's outstanding warrants symbol will change from "IMCW" to "TOGIW." On May 21, 2024, the Company's
common stock and warrants began trading on the Pink Marketplace under its new name and trading symbols "TOGI" and "TOGIW,"
respectively.
| Item 7.01 | Regulation FD Disclosure. |
On May 21, 2024, the Company issued a press release
with respect to the effectiveness of the Name Change and its new trading symbol on the Pink Marketplace, a copy of which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality
of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission encourages
registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make
informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and
reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among
other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,”
and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ
materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking
statements when evaluating the information presented within.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release, dated May 21, 2024. |
|
|
|
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.
|
TURNONGREEN, INC. |
|
|
|
|
Dated: May 21, 2024 |
/s/ Amos Kohn |
|
|
Amos Kohn
Chief Executive Officer and Chairman |
-3-
Exhibit 99.1
TurnOnGreen, Inc. Granted Approval of Public
Listing Name and Ticker Symbol Change to TOGI
Milpitas, Calif., May 21, 2024 – (Business
Wire) -- TurnOnGreen, Inc. (“TurnOnGreen” or the “Company”), an electric vehicle (“EV”) charging energy
technology and custom power supply company that offers engineering and design solutions for e-mobility infrastructure and high-grade,
scalable custom power solutions for the defense, telecommunication, medical, and industrial sectors, announced today that the Financial
Industry Regulatory Authority approved the change of its public listing name from “Imperalis Holding Corp.” to “TurnOnGreen,
Inc.” and the change of its stock ticker symbol from “IMHC” to “TOGI”, effective May 21, 2024. Additionally,
the Company’s outstanding warrants stock ticker will be changed from “IMCW” to “TOGIW.” The changes reflect
the Company's strategy to align its branding more closely with its business operations.
Chief Executive Officer and Chairman of TurnOnGreen,
Amos Kohn, stated, “We are excited to announce the official change of our corporate name and stock ticker symbol, which marks a
significant milestone in our Company’s evolution and for our shareholders. This rebranding of our public listing name aligns with
our commitment to advancing e-mobility infrastructure and reinforces our dedication to providing cutting-edge power solutions across multiple
critical sectors. Our new public trading identity as TurnOnGreen, Inc. better represents our vision and strategic focus as we continue
to innovate and expand our footprint in the green-energy technology marketplace. We look forward to delivering long-term value to our
shareholders and supporting the growing demand for sustainable energy solutions in North America and beyond.”
President of TurnOnGreen, Marcus Charuvastra,
added, “We are committed to driving growth and creating a dependable, sustainable, and profitable EV charging network across North
America that will increase the adoption of e-mobility and have a long-lasting positive impact on our industry and planet”.
For more information on TurnOnGreen’s product
line, please visit www.TurnOnGreen.com.
About TurnOnGreen:
TurnOnGreen, Inc. (OTC: TOGI) designs and manufactures
innovative, feature-rich, and top-quality power products for mission-critical applications, lifesaving and sustaining applications spanning
multiple sectors in the harshest environments. The diverse markets we serve include defense and aerospace, medical and healthcare, industrial,
telecommunications and e-Mobility. TurnOnGreen brings decades of experience to every project, working with our clients to develop leading-edge
products to meet a wide range of needs. TurnOnGreen headquarters are located at Milpitas, CA; www.TurnOnGreen.com
Forward-Looking Statements:
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,”
“projects,” “estimates,” “expects,” “intends,” “strategy,” “future,”
“opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they
are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual
results could differ materially from those contained in any forward-looking statement as a result of various factors. More information,
including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s
filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K.
All filings are available at www.sec.gov and on the Company’s website at www.TurnOnGreen.com
TurnOnGreen Investor Contact:
IR@TurnOnGreen.com or (877) 634-0982
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