Ault Alliance Announces Postponement of the Record Date for the Distribution of Securities of Imperalis Holding
April 19 2023 - 6:30AM
Business Wire
Ault Alliance still intends to distribute to its stockholders
140 million shares and warrants to purchase an additional 140
million shares of Imperalis
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company (“Ault Alliance” or the “Company”), announced
today that the record date for the stock dividend for the spinoff
of Imperalis Holding Corp, d/b/a TurnOnGreen, Inc.
(“TurnOnGreen”), which was previously set for April 20,
2023, has been cancelled until further notice. On April 7, 2023,
the Company’s Board of Directors declared a pro rata dividend to
the stockholders of Ault Alliance of (i) 140 million shares of
common stock of TurnOnGreen, which represent approximately 81% of
the outstanding shares of TurnOnGreen common stock, and (ii)
warrants to purchase an additional 140 million shares of
TurnOnGreen common stock (the “Distribution Securities” and
the transaction, the “Distribution”).
Federal securities laws require that the Distribution Securities
have been registered for distribution prior to the date set
therefor. At present, the Company does not believe that the
registration statement filed in connection therewith will have been
declared effective by the Securities Exchange Commission by April
20, 2023, the previously announced record date. Further, the
Company intends to seek approval of a reverse split of its common
stock at a meeting to be held on May 15, 2023, which reverse split,
if approved by the Company’s stockholders, must be implemented
before a new record date is set.
The Company remains intent on effectuating the Distribution as
soon as it may do so in compliance with federal securities
compliance and appropriate regulatory approval. The Company will
update its stockholders with respect to the Distribution when
circumstances so permit.
The Company’s Founder and Executive Chairman, Milton "Todd"
Ault, III said, “We are committed to completing our announced
distribution of securities in TurnOnGreen. The delay is
fundamentally driven by two factors. These factors were the result
of unforeseen obstacles in having the registration statement
declared effective coupled with the challenge of a potential
reverse stock split, which would impact the Distribution ratio and
cause problems for the Depository Trust Company. Despite these
challenges, I remain optimistic that both these barriers will be
timely dealt with and the resulting dividend will achieve the
desired outcome for the Company and its stockholders.”
For more information on Ault Alliance and its subsidiaries, Ault
Alliance recommends that stockholders, investors, and any other
interested parties read Ault Alliance’s public filings and press
releases available under the Investor Relations section at
www.Ault.com or available at www.sec.gov.
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.Ault.com.
About TurnOnGreen
Imperalis Holding Corp., d/b/a 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. TurnOnGreen brings decades of experience to every
project, working with our clients to develop leading-edge products
to meet a wide range of needs. TurnOnGreen’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.Ault.com.
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