Ault Alliance will Distribute 40 Shares of Common Stock and
Warrants to Purchase 40 Shares of Common Stock of Imperalis Holding
Corp., with a Record Date of June 26, 2023
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company, (“Ault Alliance” or the “Company”), hereby announces an
update on its distribution (the “Initial Distribution”)
related to securities of Imperalis Holding Corp. (OTC: IMHC), d/b/a
TurnOnGreen, Inc. (“TurnOnGreen”). In the Initial
Distribution, stockholders of the Company will receive forty (40)
shares of TurnOnGreen common stock and warrants to purchase forty
(40) shares of TurnOnGreen common stock (the “TOG
Securities”) for each share of common stock of the Company that
they own on the record date. Based on yesterday’s closing price,
the market value of only the forty (40) shares of TurnOnGreen
common stock would result in a dividend of $2.12 per share.
The record date for the Initial Distribution has been set for
June 26, 2023. Stockholders who own the Company’s stock on that
date will be eligible to receive the TOG Securities. Further, the
Company has set a payment date of no later than July 10, 2023,
subject to adjustment. The Company is committed to providing this
Initial Distribution, as well as the Subsequent Distribution
discussed below, to its stockholders as a way to show its
appreciation for their continued support. Certain terms of the
Initial Distribution, including the timing of the issuance of the
warrants, and the exercise price of the warrants, are not provided
within this press release. Stockholders should refer to the
Company’s official announcements or consult with their financial
advisors for more information about the specifics of the
Distribution.
Once the Initial Distribution has been made, the Company will
set a record date and payment date for the subsequent distribution
(the “Subsequent Distribution” and with the Initial
Distribution, the “Distribution”) that the Company presently
expects will, with the Initial Distribution, constitute an
aggregate of 140 million shares of TurnOnGreen common stock and
warrants to purchase 140 million shares of TurnOnGreen common
stock.
The registration statement related to the Distribution has been
declared effective by the Securities and Exchange Commission.
“We are thrilled to be able to offer this special dividend to
our loyal shareholders,” said Milton “Todd” Ault, III, the
Executive Chairman of Ault Alliance. “Completion of this special
dividend has proven difficult, in part given the relatively similar
market capitalizations of the Company and TurnOnGreen, which caused
a delay in the Distribution and led to our decision to complete the
Distribution in tranches. However, the effectiveness of the
registration statement is a confirmation of our commitment to
delivering value to our stockholders, and we hope that they will
find this dividend to be a valuable addition to their investment
portfolio.”
This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation of
an offer to buy shares of the Company’s common stock or any other
securities of the Company. The Initial Distribution is not being
made to any person in any jurisdiction in which the offer,
solicitation or sale is unlawful. Any distribution of the shares of
TurnOnGreen common stock and warrants will be made only by means of
the applicable registration statement and the prospectus included
therein.
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
https://www.ault.com/ or available at https://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;
https://www.ault.com/.
About Imperalis Holding Corp.
TurnOnGreen 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 that TurnOnGreen
serve include defense and aerospace, medical and healthcare,
industrial, telecommunications, and e-Mobility. TurnOnGreen brings
decades of experience to every project, working with its clients to
develop leading-edge products to meet a wide range of needs.
TurnOnGreen’s headquarters are located in 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 https://www.sec.gov/ and on the
Company’s website at https://www.ault.com/.
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