Home > Insider Trading > Filing (0001214659-22-010994)

Filing Details

Accession Number:: 0001214659-22-010994
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-08 16:30:26
Reporting Period:: 2022-09-06

Accepted Time:: 2022-09-08 16:30:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1349706	Imperalis Holding Corp.	IMHC	Electronic Components, Nec (3679)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
896493	Bitnile Holdings, Inc.	11411 Southern Highlands Parkway Suite 240 Las Vegas NV 89141		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-09-06	6,501	$0.21	16,501	No	4	P	Indirect	By Digital Power Lending, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Digital Power Lending, LLC

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2022-09-06	25,000	$0.00	0	$0.00
Common Stock	Common Stock Purchase Warrant	Acquisiton	2022-09-06	1	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
25,000	2022-09-06		No	4	P	Direct
1			No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	129,363,756	Indirect	By BitNile, Inc.

Footnotes

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.