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BitNile to Distribute to its Stockholders Approximately 140 Million Shares and Warrants to Purchase an Equal Number of Shares of TurnOnGreen
LAS VEGAS--(BUSINESS WIRE)-- BitNile Holdings, Inc. (NYSE:NILE), a diversified holding company (“BitNile” or the “Company”), announced a divestiture of the Company’s subsidiary, TurnOnGreen, Inc. (“TurnOnGreen”), an electric vehicle (“EV”) charging and power solutions company, to Imperalis Holding Corp. (OTC:IMHC) (“Imperalis”), a publicly traded subsidiary of BitNile. Completing this transaction constitutes a significant step in BitNile’s planned distribution of TurnOnGreen’s securities to its stockholders.
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Today TurnOnGreen closed upon the securities purchase agreement with Imperalis, whereby Imperalis acquired all of the outstanding shares of common stock of TurnOnGreen from BitNile (the “Acquisition”). As a result of the Acquisition, TurnOnGreen became a subsidiary of Imperalis.
As part of the Acquisition, BitNile eliminated all of the intercompany accounts between itself and TurnOnGreen evidencing historical equity investments made by BitNile in the approximate amount of $36,000,000, and Imperalis issued BitNile 25,000 shares of Series A Preferred Stock, with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of Imperalis common stock at BitNile’s option, is redeemable by BitNile, and entitles BitNile to vote with the common stock on an as-converted basis.
Imperalis, which intends to change its name to TurnOnGreen as soon as practicable, will operate through TurnOnGreen’s two subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Imperalis intends to dissolve its remaining dormant subsidiary. Now that the Acquisition is completed, 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 setting a record date soon whereby stockholders of BitNile will receive a dividend of securities of TurnOnGreen. BitNile expects to distribute to BitNile’s stockholders approximately 140 million shares of TurnOnGreen common stock and warrants to purchase an additional 140 million shares of TurnOnGreen common stock, subject to regulatory approval and compliance with US federal securities laws. The Company plans to cause Imperalis to apply to have the warrants publicly traded.
Milton “Todd” Ault, III, the Company’s Executive Chairman, stated, “We are excited to close the acquisition of TurnOnGreen by Imperalis, resulting in TurnOnGreen becoming a publicly traded company. TurnOnGreen is dedicated to enabling the electrification of American vehicles and its participation in reshaping the nation’s infrastructure to support green technology. We believe this transaction, creating a pureplay public company focused on EV chargers and power solutions, will be accretive in value for our stockholders.”
Upon the closing of the Acquisition, Imperalis appointed Amos Kohn as its Chief Executive Officer and the Chairman and member of its Board of Directors, as well as appointed Marcus Charuvastra as the President of Imperalis.
“We look forward to leveraging the public markets to drive the development and distribution of TurnOnGreen’s innovative technology,” said Amos Kohn, CEO of Imperalis. “TurnOnGreen has a team of experienced professionals, and we look forward to the planned distribution whereby stockholders of BitNile will become stockholders of TurnOnGreen. Together, we will continue the journey to deliver on the vision of making green energy technology a part of everyday life.”
