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