UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF
1934
AND RULE 14f-1 THEREUNDER
Imperalis Holding Corp.
(Name of Registrant as Specified In Its Charter)
000-52140
(Commission File Number)
Nevada
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20-5648820
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
11411 Southern Highlands Pkwy., Suite 240, Las
Vegas, NV 89141
(Address of Principal Executive Offices)
Tel: (949) 444-5464
(Registrant’s Telephone Number)
WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR
OTHER ACTION BY THE COMPANY’S SHAREHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT.
IMPERALIS HOLDING CORP.
11411 Southern Highlands Pkwy., Suite 240, Las
Vegas, NV 89141
Information Statement Pursuant to Section 14(f)
of the
Securities Exchange Act of 1934 and
Rule 14f-1 Thereunder
Notice of Proposed Change in the
Majority of the Board of Directors
INTRODUCTION
This Information Statement
is being mailed on or about December 23, 2021 by Imperalis Holding Corp. (the "Company") to the holders of record of shares
of its common stock. This information statement (“Information Statement”) is provided to you for information purposes
only. We are not soliciting proxies in connection with the items described in this Information Statement. You are urged to
read this Information Statement carefully. You are not, however, required to take any action.
On December 16, 2021 (the
“Closing Date”), Vincent Andreula, Michael Andreula and Kristie Andreula, each a stockholder of the Company, entered into
a stock purchase agreement (the “Stock Purchase Agreement”) with BitNile, Inc. (“BitNile”). As a result of the
Stock Purchase Agreement, BitNile owns approximately 90% of the Company’s common stock. BitNile paid consideration of two hundred
thousand dollars ($200,000). The consummation of the transactions contemplated by the Stock Purchase Agreement resulted in a change in
control of the Company, with BitNile becoming the Company’s largest controlling stockholder.
On the Closing Date, Messrs.
Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula resigned as the Company’s officers. In addition, Mr. Vincent Andreula
resigned as director on the Closing Date and his resignation is to be effective upon the 10th day after the mailing of this Information
Statement to the Company’s stockholders. On the Closing Date, the Company appointed Henry C.W. Nisser as its Chief Executive Officer
and a Director and David J. Katzoff as its Chief Financial Officer, Secretary and Treasurer. There is no arrangement or understanding
among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director and officer of
the Company.
This Information Statement
is being mailed to stockholders of the Company pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14f-1 thereunder.
You are urged to read this
Information Statement carefully. You are not, however, required to take any action with respect to the appointment of the new director.
CERTAIN INFORMATION REGARDING THE COMPANY
Voting Securities
There is currently one class
of voting securities of the Company entitled to be voted at a meeting, or by written consents or authorizations if no meeting is held.
As of the date of this Information Statement, the Company’s authorized capital stock included 200,000,000 shares of common stock,
of which 143,037,383 shares are issued and outstanding.
Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth
certain information with respect to the beneficial ownership of the Company’s outstanding common stock following the consummation
of the Stock Purchase Agreement by (i) any holder of more than five (5%) percent; (ii) each of the named executive officers, directors,
and director nominees; and (iii) our directors, director nominees and named executive officers as a group. Except as otherwise indicated,
each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
Unless otherwise indicated
in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address
is c/o Imperalis Holding Corp., 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141.
NAME OF OWNER
|
TITLE OF
CLASS
|
NUMBER OF
SHARES OWNED (1)
|
PERCENTAGE OF
COMMON STOCK
|
Henry C.W. Nisser
|
Common Stock
|
0
|
*
|
David J. Katzoff
|
Common Stock
|
0
|
*
|
Officers and Directors as a Group (2 persons)
|
Common Stock
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0
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*
|
|
|
|
|
BitNile, Inc.
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Common Stock
|
129,363,756
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90.44%
|
___________________________
* Denotes less than 1%
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(1)
|
Beneficial ownership percentages are calculated based on 143,037,383 shares of common stock issued and
outstanding. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act.
|
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
On the Closing Date, Messrs.
Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula resigned as the Company’s officers. In addition, Mr. Vincent Andreula
resigned as director on the Closing Date and his resignation is to be effective upon the 10th day after the mailing of this Information
Statement to the Company’s stockholders. On the Closing Date, the Company appointed Henry C.W. Nisser as its Chief Executive Officer
and a Director and David J. Katzoff as its Chief Financial Officer, Secretary and Treasurer. There is no arrangement or understanding
among the newly appointed officers and directors or any other person pursuant to which they were appointed as a director and officer of
the Company.
Neither Messrs. Nisser or
Katzoff has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
At this time, the Company does not have any written employment agreements or other formal compensation agreements with our new officers
and directors. Compensation arrangements are the subject of ongoing development and the Company will disclose any compensatory arrangements
entered into in the future.
The biographical information
of our current officers and directors is below:
Name
|
|
Age
|
|
Position
|
Henry C.W. Nisser
|
|
53
|
|
Chief Executive Officer and Director
|
David J. Katzoff
|
|
60
|
|
Chief Financial Officer, Secretary and Treasurer
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Vincent Andreula
|
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44
|
|
Director 1
|
1 Mr.
Andreula resigned as Director on December 16, 2021, a resignation that is effective upon the 10th day after the mailing of the Company’s
information statement on Schedule 14f-1 to the Company’s stockholders.
Set forth below is certain information with respect
to the above-named officers and directors:
Henry
Nisser has served as General Counsel of BitNile Holdings, Inc. (“BitNile Holdings”) since May 2019, as a Director
since September 2020 and President since January 2021. Between May 2019 and January 2021, Mr. Nisser also served as Executive Vice President.
BitNile Holdings is the parent company of BitNile and DPL. Mr. Nisser is also the President, General Counsel and a Director of Ault Disruptive
Technologies Corporation. Mr. Nisser has served as the Executive Vice President and General Counsel of Alzamend Neuro, Inc. (“Alzamend”)
on a part-time basis since May 2019, and has been a director of that company since September 2020. Mr. Nisser has also been the Executive
Vice President and General Counsel of Avalanche International Corp. since May 2019. Prior to joining BitNile Holdings and these companies,
Mr. Nisser practiced law at the New York law firm Sichenzia Ross Ference LLP from October 2011 to April 2019, concentrating on national
and international corporate law, with a focus on U.S. federal securities law compliance, mergers and acquisitions, equity and debt financings,
and corporate governance. Mr. Nisser earned a B.A. degree in international relations and economics from Connecticut College and an LL.B.
from University of Buckingham School of Law in the United Kingdom.
David
Katzoff has served as Senior Vice President of Finance of BitNile Holdings since January 2019. Mr. Katzoff joined Alzamend
on a part-time basis in November 2019, serving as its Senior Vice President of Operations from November 2019 to December 2020,
and currently serves as its Chief Operating Officer since December 2020. From 2015 to 2018, Mr. Katzoff served as Chief Financial
Officer of Lumina Media, LLC, a privately-held media company and publisher of life-style publications. From 2003 to 2017, Mr. Katzoff
served a Vice President of Finance of Local Corporation, a publicly-held local search company. Mr. Katzoff received a B.S. degree
in Business Management from the University of California at Davis.
Vincent Andreula
has served as a director since joining the Company in December 2017. Between December 2017 and December 2021, he also served as our Chief
Executive Officer and Chief Financial Officer. Mr. Andreula is an entrepreneur who has owned multiple businesses. Previously, Mr. Andreula
was with Spencer Edwards and served as a Vice President at Capital One; a Fortune 500 company.
Terms of Office
Our directors are appointed
for one year terms in accordance with our charter documents and hold office until the earlier of: (i) the next annual meeting of our stockholders,
(ii) until they are removed from the board or (iii) until they resign.
Family Relationships
None.
Legal Proceedings
Our directors and executive
officers have not been involved in any of the following events during the past ten years:
|
1.
|
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time;
|
|
2.
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
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3.
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being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities
or to be associated with any person practicing in banking or securities activities;
|
|
4.
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being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
or vacated;
|
|
5.
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being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation,
any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity; or
|
|
6.
|
being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,
any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
or persons associated with a member.
|
Change of Control Arrangements
We have no pension or compensatory
plans or other arrangements which provide for compensation to our directors or officers in the event of a change in our control. There
are no arrangements known to us the operation of which may at a later date result in a change in control of our company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described above,
there have been no material transactions, series of similar transactions, currently proposed transactions, or series of similar transactions,
to which the Company is to be a party, in which any promoter or founder, or any member of the immediate family of any of the foregoing
persons, had a material interest.
Review, Approval and Ratification of Related
Party Transactions
We have not adopted formal
policies and procedures for the review, approval or ratification of related party transactions with our executive officers, directors
and principal stockholders.
CORPORATE GOVERNANCE
Director Independence
We do not have any independent
directors.
Board Committees
Our Board does not have any
committees, as companies whose securities are not traded on a national exchange are not required to have Board committees. However, at
such time in the future that we appoint independent directors on our Board, we expect to form the appropriate Board committees and identity
an audit committee financial expert. All functions of an audit committee, nominating committee and compensation committee are and have
been performed by our Board.
Board Oversight
Our management is responsible
for managing risk and bringing the most material risks facing the Company to the Board’s attention. Because we do not yet have separately
designated committees, the entire Board has oversight responsibility for the processes established to report and monitor material risks
applicable to the Company relating to (1) the integrity of the Company’s financial statements and review and approve the performance
of the Company’s internal audit function and independent accountants, (2) succession planning and risk related to the attraction
and retention of talent and to the design of compensation programs and arrangements, and (3) monitoring the design and administration
of the Company’s compensation programs to ensure that they incentivize strong individual and group performance and include appropriate
safeguards to avoid unintended or excessive risk taking by Company employees.
Director Nominations
There has not been any defined
policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The Board of Directors does not
believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because,
given the early stages of the Company’s development, a specific nominating policy would be premature and of little assistance until
the Company’s business operations are at a more advanced level.
Shareholder Communication with the Board
The Board of Directors does
not currently provide a process for shareholders to send communications to the Board of Directors because management of the Company believes
that until this point it has been premature to develop such processes given the limited liquidity of the common stock of the Company.
However, the new management of the Company may establish a process for shareholder communications in the future.
COMPENSATION OF DIRECTORS AND OFFICERS
Officer Compensation
The Company did not pay
any compensation to its named executive officers in the 2020 or 2019 fiscal years.
Outstanding Equity Awards at Fiscal Year-End Table
None.
Employment Agreements with Executive Officers
None.
Director Compensation
The Company did not pay any
compensation to its director in the 2020 fiscal year.
Stock Option Plans
Currently, there is no equity
compensation plan in place.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file reports with the SEC.
These reports, including annual reports, quarterly reports as well as other information we are required to file pursuant to securities
laws. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at http://www.sec.gov.
NO STOCKHOLDER ACTION REQUIRED
This Information Statement
is being provided for informational purposes only, and does not relate to any meeting of stockholders. Neither applicable securities laws,
nor the corporate laws of the State of Nevada require approval of the any transaction referred to herein. No vote or other action is being
requested of the Company’s stockholders and no dissenters’ rights are available. This Information Statement is provided for
informational purposes only. This Information Statement has been filed with the Securities and Exchange Commission and is available electronically
on EDGAR at www.sec.gov.
SIGNATURES
In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IMPERALIS HOLDING CORP.
|
|
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December 22, 2021
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/s/ HENRY C.W. NISSER
|
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Henry C.W. Nisser
|
|
Chief Executive Officer
|
6
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