TurnOnGreen, Inc NT 10-K, filed Mar 31, 2023
TurnOnGreen, Inc. (TOGI)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number: 000-52140
NOTIFICATION OF LATE FILING
| x Form 10-K | ¨ Form 20-F | ¨ Form 11-K | ¨ Form 10-Q |
| ¨ Form 10-D | ¨ Form N-CEN | ¨ Form N-CSR |
For Period Ended: December 31, 2022
| ¨ Transition Report on Form 10-K | ¨ Transition Report on Form 11-K |
| ¨ Transition Report on Form 20-F | ¨ Transition Report on Form 10-Q |
For the Transition Period Ended: _______________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _______________________________________
PART I
REGISTRANT INFORMATION
| Full name of registrant | Imperalis Holding Corp. |
| Address of principal executive office | 1421 McCarthy Blvd. |
| City, state and zip code | Milipitas, CA 95035 |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)
| x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The compilation, dissemination and review of the information required to be presented in the Form 10-K for the fiscal year ended December 31, 2022 has imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant.
Part IV
Other Information
(1) Name and telephone number of person to contact in regard to this notification
| David J. Katzoff | (949) | 774-2570 |
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes ¨ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
x Yes ¨ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The registrant completed the asset acquisition of TurnOnGreen, who is engaged in the design, development, manufacture and sale of highly engineered, feature-rich, high-grade power conversion and power system solutions on September 6, 2022.
The reporting entity’s net loss available to common stockholders increased to $4.9 million for the year ended December 31, 2022 from the year ended December 31, 2021. Our operating loss increased $2.4 million from the year ended December 31, 2021. During the year ended December 31, 2022, our gross profit increased $334,000, but was offset by increased operating expenses, which primarily consisted of rent, litigation, corporate overhead allocations, marketing, audit fees, and charger safety fees. The increases were driven by a new facility lease in 2022, litigation settlement accruals, an increase of our sponsoring and marketing efforts, corporate personnel and support, registration statement filings, the acquisition completed in the third quarter of 2022 and obtaining certain required EV charger safety certificates.
| 2 |
IMPERALIS HOLDING CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: March 31, 2023 | /s/ David J. Katzoff |
| By: David J. Katzoff | |
| Title: Chief Financial Officer |
3