Statement of Changes in Beneficial Ownership (4)
October 14 2022 - 4:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BitNile Holdings, Inc. |
2. Issuer Name and Ticker or Trading Symbol
IMPERALIS HOLDING CORP.
[
IMHC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/12/2022 |
(Street)
LAS VEGAS, NV 89141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/12/2022 | | C | | 10990142 | A | $0.01 (1) | 11006643 | I | By Ault Lending, LLC (2) |
Common Stock | 10/12/2022 | | P | | 3499 | A | $0.2528 (3) | 11010142 | I | By Ault Lending, LLC (2) |
Common Stock | 10/13/2022 | | P | | 5000 | A | $0.2310 | 11015142 | I | By Ault Lending, LLC (2) |
Common Stock | | | | | | | | 129363756 | I | By BitNile, Inc. (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Convertible Promissory Note | $0.01 | 10/12/2022 | 12/15/2021 | C | | | $109901.42 | 12/15/2021 | 12/15/2023 | Common Stock | 10990142 | (1) | 0 | I | By Ault Lending, LLC (2) |
Explanation of Responses: |
(1) | Ault Lending, LLC, formerly known as Digital Power Lending, LLC ("Ault Lending"), converted the entire principal and accrued interest of the Convertible Promissory Note into 10,990,142 shares of the Issuer's common stock at a conversion price of $0.01 per share. The original principal amount of the Convertible Promissory Note was $101,528.77, accrued interest at 10% per annum, and had a maturity date of December 15, 2023. |
(2) | Ault Lending 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 Ault Lending. |
(3) | The common stock was purchased by the reporting person in open market transactions on the transaction date, with a volume weighted average purchase price of $0.2528. The range of purchase prices on the transaction date was $0.252 to $0.255 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each price. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BitNile Holdings, Inc. 11411 SOUTHERN HIGHLANDS PARKWAY SUITE 240 LAS VEGAS, NV 89141 |
| X |
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Signatures
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/s/ Milton C. Ault, III, Executive Chairman | | 10/14/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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