0001214659-22-010994.txt : 20220908 0001214659-22-010994.hdr.sgml : 20220908 20220908163026 ACCESSION NUMBER: 0001214659-22-010994 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220906 FILED AS OF DATE: 20220908 DATE AS OF CHANGE: 20220908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BitNile Holdings, Inc. CENTRAL INDEX KEY: 0000896493 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52140 FILM NUMBER: 221234160 BUSINESS ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: (949) 444-5464 3679 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 FORMER NAME: FORMER CONFORMED NAME: Ault Global Holdings, Inc. DATE OF NAME CHANGE: 20210119 FORMER NAME: FORMER CONFORMED NAME: DPW Holdings, Inc. DATE OF NAME CHANGE: 20171229 FORMER NAME: FORMER CONFORMED NAME: DIGITAL POWER CORP DATE OF NAME CHANGE: 19960823 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERALIS HOLDING CORP. CENTRAL INDEX KEY: 0001349706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 205648820 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PKWY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: (949) 444-5464 MAIL ADDRESS: STREET 1: 11411 SOUTHERN HIGHLANDS PKWY STREET 2: SUITE 240 CITY: LAS VEGAS STATE: NV ZIP: 89141 FORMER COMPANY: FORMER CONFORMED NAME: COLOURED (US) INC. DATE OF NAME CHANGE: 20060112 4 1 marketforms-57079.xml PRIMARY DOCUMENT X0306 4 2022-09-06 true 0001349706 IMPERALIS HOLDING CORP. IMHC 0000896493 BitNile Holdings, Inc. 11411 SOUTHERN HIGHLANDS PARKWAY SUITE 240 LAS VEGAS NV 89141 false false true false Common Stock 2022-09-06 4 P false 6501 0.2108 A 16501 I By Digital Power Lending, LLC Common Stock 129363756 I By BitNile, Inc. Series A Preferred Stock 2022-09-06 4 P false 25000 A 2022-09-06 Common Stock 25000 D Common Stock Purchase Warrant 2022-09-06 4 P false 1 A Common Stock 1 D 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. 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. 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. The Series A Preferred Stock is convertible as long as it remains outstanding. 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. 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"). 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. 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. The date when the Issuer's common stock begins trading on a national stock exchange or market. The warrant will expire five years after the initial date of exercise. The number of shares issuable upon exercise of the warrant will be approximately 140,000,000 and will equal the number of warrants issued. The warrant is being issued in connection with the closing of the Acquisition. /s/ Milton C. Ault, III, Executive Chairman 2022-09-08