Ault Alliance, Inc. - Sep 6, 2022 Form 4 Insider Report for IMPERALIS HOLDING CORP. (IMHC)

Role
10%+ Owner
Signature
/s/ Milton C. Ault, III, Executive Chairman
Stock symbol
IMHC
Transactions as of
Sep 6, 2022
Transactions value $
$1,370
Form type
4
Date filed
9/8/2022, 04:30 PM
Previous filing
Sep 7, 2022
Next filing
Sep 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IMHC Common Stock Purchase $1.37K +6.5K +65.01% $0.21* 16.5K Sep 6, 2022 By Digital Power Lending, LLC F1
holding IMHC Common Stock 129M Sep 6, 2022 By BitNile, Inc. F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IMHC Series A Preferred Stock Purchase +25K 25K Sep 6, 2022 Common Stock Direct F3, F4, F5, F6
transaction IMHC Common Stock Purchase Warrant Purchase +1 1 Sep 6, 2022 Common Stock Direct F7, F8, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ault Alliance, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 The Series A Preferred Stock is convertible as long as it remains outstanding.
F5 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.
F6 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").
F7 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.
F8 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.
F9 The date when the Issuer's common stock begins trading on a national stock exchange or market.
F10 The warrant will expire five years after the initial date of exercise.
F11 The number of shares issuable upon exercise of the warrant will be approximately 140,000,000 and will equal the number of warrants issued.
F12 The warrant is being issued in connection with the closing of the Acquisition.