8-K
TurnOnGreen, Inc. (TOGI)
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
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Date of Report (Date of earliest event reported): November
28, 2022
IMPERALIS HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-52140 | 20-5648820 |
|---|---|---|
| (State or other jurisdiction of <br><br>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) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 x
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 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
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On November 28, 2022, Imperalis Holding Corp. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2022 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
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.
Where You Can Find Additional Information
Investors and security holders will be able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or visit the Commission’s website for further information on its public reference room.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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| (d) | Exhibits: |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release issued on November 28, 2022. |
| 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). |
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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.
| IMPERALIS HOLDING CORP. | |
|---|---|
| Dated: November 28, 2022 | /s/ David J. Katzoff |
| David J. Katzoff<br><br> <br>Chief Financial Officer |
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Exhibit 99.1
Imperalis Holding Corp. Reports Third Quarter 2022 Financial Results
Milpitas, CA, November 28, 2022 – Imperalis Holding Corporation (“Imperalis” OTC: IMHC), to be renamed TurnOnGreen, Inc., an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company (“TurnOnGreen” or the “Company”), reported its financial results for the third quarter ended September 30, 2022, on its Form 10-Q filed with the Securities and Exchange Commission.
TurnOnGreen Overview
TurnOnGreen, through its wholly owned subsidiaries Digital Power Corporation (“DPC”) and TurnOnGreen Technologies, Inc. (“TOGT”), is engaged in the design, development, manufacture, and sale of highly engineered, feature-rich, high-grade power conversion and power system solutions for mission-critical applications and processes. For more than 50 years, DPC has been devoted to the perfection of power solution products that have enabled customer innovation in complex applications covering a wide range of industries. A natural outgrowth of its development of these power systems has been TOGT’s effort to apply the Company’s proprietary core power technologies to optimize the design and performance of its EV charging solutions. TOGT began commercial sales of its high-speed EV chargers and related services in mid-2021. TurnOnGreen’s charging solutions represent an entire generation of new chargers due to dramatic improvements in size reduction in electronic circuitry and higher output density. TurnOnGreen is leveraging its experience and expertise in power conversion and generation to become a leader in the high-growth EV charging solutions market.
Third quarter 2022 highlights include:
| · | Total asset of $7,018,000, compared to $4,430,000<br>as of December 31, 2021; |
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| · | Revenues of $1,827,000, compared to $1,095,000<br>in the prior third fiscal quarter; |
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| · | Revenues increased 67% from the prior third fiscal<br>quarter; and |
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| · | Net loss of $486,000, compared to a net loss<br>of $496,000 in the prior third fiscal quarter. |
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Nine months ended September 30, 2022 highlights:
| · | Revenues of $4,018,000, compared to $4,308,000<br>in the prior nine-month period; |
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| · | Revenues decreased 7%, from the prior nine-month<br>period; and |
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| · | Net loss of $2,423,000, compared to a net loss<br>of $760,000 in the prior nine-month period. |
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Amos Kohn, the Company’s Chairman and Chief Executive Officer, stated, “We are pleased about having completed the business combination with Imperalis Holdings, which in management’s opinion will provide TurnOnGreen with access to capital via the public markets in support of the Company’s effort to build a robust EV charging infrastructure across North America, and expand the footprint of the power electronics business. We believe this transaction will provide value for new and existing shareholders.” Mr. Kohn continued: “We leverage our experience in power electronics and well-established 50-plus years power electronics subsidiary to support our operations, engineering, and large-scale manufacturing. Our sales team continues to drive pipeline growth of our EV supply equipment, services, and power electronics segments. We believe that this fundamental growth trend is the beginning of an extraordinary rate of growth which we expect for the upcoming years to come. We are committed to building an electric vehicle charging infrastructure that will accelerate the adoption of e-mobility solutions while reducing carbon emissions.”
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The Company’s Chief Financial Officer, David Katzoff, said, “Based on $4.0 million revenues reported in the first nine months of 2022, we enter the fourth quarter of this year on a $5.4 million annualized revenue run rate. In September 2022, we closed the acquisition of TurnOnGreen by Imperalis, an OTC company that will allow the Company to pursue its goal of uplisting to the NASDAQ stock market. As we execute on our business plan to grow revenue, we expect to see improved profitability in the upcoming years.”
About Imperalis Holding Corp.
Imperalis Holding Corp., to be renamed TurnOnGreen, Inc., 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. The Company brings decades of experience to every project, working with our clients to develop leading-edge products to meet a wide range of needs. The Company’s 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.
Contacts:
IR@TurnOnGreen.com or (877) 634-0982
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