Milpitas, CA, March 22, 2022 — TurnOnGreen, Inc., an electric vehicle (“EV”) charging and power solutions company (“TurnOnGreen”), has entered into a securities purchase agreement (the “SPA”) with Imperalis Holding Corp. (OTC Pink: IMHC) (“Imperalis”), a subsidiary of BitNile Holdings, Inc. (NYSE American: NILE)(“BitNile”), whereby TurnOnGreen will, upon closing, become a subsidiary of Imperalis (the “Acquisition”).
Upon completion of the Acquisition, which is contingent upon the completion of an audit of TurnOnGreen and each party’s satisfaction or waiver of certain customary closing conditions set forth in the SPA, Imperalis will change its name to TurnOnGreen and, through an upstream merger whereby the current TurnOnGreen shall cease to exist, have two operating subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Promptly following the closing of the Acquisition, Imperalis will dissolve its three dormant subsidiaries. Subsequent to the Acquisition, BitNile will assist TurnOnGreen in pursuing an uplisting to the Nasdaq Capital Market, subject to Nasdaq’s seasoning rules and other criteria for listing.
The Company anticipates that stockholders of BitNile will in due course receive a dividend of securities of TurnOnGreen. BitNile expects to distribute to BitNile stockholders approximately 140 million of its common shares and an equal number of warrants to purchase such shares of TurnOnGreen at the time of the record date to be set, therefore, subject to regulatory approval and compliance with US federal securities laws.
Milton “Todd” Ault, III, the Company’s Executive Chairman of BitNile, said, “We are excited to sponsor the acquisition of TurnOnGreen by Imperalis that will, upon closing of the SPA, result in a publicly-traded company, TurnOnGreen, dedicated to continuing the development, manufacturing, and sales of its proprietary power solutions and EV charging systems serving both residential and commercial segments. We look forward to TurnOnGreen’s contribution towards enabling the electrification of American vehicles and its participation in reshaping the nation’s infrastructure to support this green technology.” Ault continued, “We structured this transaction to benefit our stockholders who have been supportive of our transformation from a power solutions company in 2016 to a diversified holding company serving multiple sectors and developing and deploying an array of innovative technologies and products. We believe this transaction, creating a pure-play public company focused on EV chargers and power solutions will be accretive in value for our stockholders.”
Upon the closing of the Acquisition, TurnOnGreen will continue to be led by its Chief Executive Officer, Amos Kohn, and its Chief Revenue Officer, Marcus Charuvastra.
“We look forward to the closing of the acquisition and the ability of TurnOnGreen to leverage public markets to drive the development and distribution of our innovative technology,” said Amos Kohn, CEO of TurnOnGreen. “TurnOnGreen has a team of experienced professionals, and we are excited about the stockholders of BitNile becoming stockholders of TurnOnGreen and together continuing the journey to deliver on the vision of making green energy technology a part of our everyday lives.”