SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 12b-25
Commission File Number: 000-52140
NOTIFICATION OF LATE FILING
¨Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
ý Form 10-Q |
¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
|
For Period Ended: June 30, 2023
¨ Transition Report on Form 10-K |
¨ Transition Report on Form 11-K |
¨ Transition Report on Form 20-F |
¨ Transition Report on Form 10-Q |
For the Transition Period Ended: _______________________________________
Nothing in this form shall
be construed to imply that the Commission has verified any information contained herein.
If the notification relates
to a portion of the filing checked above, identify the item(s) to which the notification relates: _______________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant |
Imperalis Holding Corp. |
Address of principal executive office |
1421 McCarthy Blvd. |
City, state and zip code |
Milpitas, CA 95035 |
PART II
RULE 12b-25 (b) AND (c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should
be completed. (Check box if appropriate.)
x |
(a) The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The
subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form11-K, Form N-CEN or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable
detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The compilation, dissemination and review of the information required
to be presented in the Form 10-Q for the fiscal quarter ended June 30, 2023 has imposed requirements that have rendered timely filing
of the Form 10-Q impracticable without undue hardship and expense to the registrant.
Part
IV
Other
Information
(1) Name and telephone number of person to contact in regard to this
notification
David J. Katzoff |
(949) |
774-2570 |
(Name) |
(Area Code) |
(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes ¨ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x Yes ¨ No
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Revenue and Gross (Loss) Profit
During the
three month period ended June 30, 2023, we had decreased revenues of $338,000 and decreased gross profits of $441,000 compared to the
three month period ended June 30, 2022, primarily due to our decreased sales in the three month period ended June 30, 2023, related to
a large project which was discontinued in 2022, that drove increased production and deliveries in 2022. Additionally, our cost of revenue
increased for the three month period ended June 30, 2023, primarily due to a higher charge for excess and obsolete inventory.
During the
six month period ended June 30, 2023, we had decreased revenues of $591,000 and decreased gross profits of $545,000 compared to the six
month period ended June 30, 2022, primarily due to our decreased sales in the six month period ended June 30, 2023, related to a large
project which was discontinued in 2022, that drove increased production and deliveries in 2022.
Net Loss and Operating Expenses
During the
three months ended June 30, 2023, our net loss increased by $838,000 compared to the three month period ended June 30, 2022, primarily
due to decreased revenues coupled with legal fees, overhead allocations, inventory write downs and interest expense increasing by $384,000,
$153,000, $97,000 and $87,000, respectively. The increases were partially offset primarily due to decreased safety fees and travel costs
of $211,000 and $25,000, respectively.
During the six months ended June 30, 2023, our net loss increased by
$916,000 compared to the six month period ended June 30, 2022, primarily due to decreased gross profit of $545,000 coupled with increased
legal costs, overhead allocations and audit and consulting fees increasing by $384,000, $247,000, and $124,000, respectively. The increases
were partially offset primarily by decreased safety fees and payroll costs of $308,000 and $119,000, respectively.
IMPERALIS HOLDING CORP.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: August 14, 2023 |
/s/ David J. Katzoff |
|
|
By: David J. Katzoff |
|
|
Title: Chief Financial Officer |
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