IMHCW Imperalis Holding Corporation (PK)

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

____________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

 

Date of Report (Date of earliest event reported):  May 21, 2024

 

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada		000-52140		20-5648820
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1421 McCarthy Blvd., Milpitas, CA 95035

(Address of principal executive offices) (Zip Code)

 

(510) 657-2635

(Registrant's telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously reported on a Current Report on Form 8-K, dated January 18, 2024, on December 21, 2023, TurnOnGreen, Inc., a Nevada corporation (the “Company”), filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State, changing the Company’s name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.” (the “Name Change”).

 

On May 17, 2024, the Financial Industry Regulatory Authority, Inc. notified the Company that the Name Change, and the corresponding new trading symbol “TOGI,” would take effect on the OTC Pink marketplace of OTC Markets, Inc. (the “Pink Marketplace”) at the start of business on May 21, 2024. Additionally, the Company's outstanding warrants symbol will change from "IMCW" to "TOGIW." On May 21, 2024, the Company's common stock and warrants began trading on the Pink Marketplace under its new name and trading symbols "TOGI" and "TOGIW," respectively.

 

Item 7.01

Regulation FD Disclosure.

 

On May 21, 2024, the Company issued a press release with respect to the effectiveness of the Name Change and its new trading symbol on the Pink Marketplace, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

 

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits:

 

 

Exhibit No.		Description
99.1		Press Release, dated May 21, 2024.
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

	TURNONGREEN, INC.
Dated: May 21, 2024	/s/ Amos Kohn
	Amos Kohn Chief Executive Officer and Chairman

 

 

-3-

 

 

 

Exhibit 99.1

 

 

 

 

TurnOnGreen, Inc. Granted Approval of Public Listing Name and Ticker Symbol Change to TOGI

 

 

Milpitas, Calif., May 21, 2024 – (Business Wire) -- TurnOnGreen, Inc. (“TurnOnGreen” or the “Company”), an electric vehicle (“EV”) charging energy technology and custom power supply company that offers engineering and design solutions for e-mobility infrastructure and high-grade, scalable custom power solutions for the defense, telecommunication, medical, and industrial sectors, announced today that the Financial Industry Regulatory Authority approved the change of its public listing name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.” and the change of its stock ticker symbol from “IMHC” to “TOGI”, effective May 21, 2024. Additionally, the Company’s outstanding warrants stock ticker will be changed from “IMCW” to “TOGIW.” The changes reflect the Company's strategy to align its branding more closely with its business operations.

 

Chief Executive Officer and Chairman of TurnOnGreen, Amos Kohn, stated, “We are excited to announce the official change of our corporate name and stock ticker symbol, which marks a significant milestone in our Company’s evolution and for our shareholders. This rebranding of our public listing name aligns with our commitment to advancing e-mobility infrastructure and reinforces our dedication to providing cutting-edge power solutions across multiple critical sectors. Our new public trading identity as TurnOnGreen, Inc. better represents our vision and strategic focus as we continue to innovate and expand our footprint in the green-energy technology marketplace. We look forward to delivering long-term value to our shareholders and supporting the growing demand for sustainable energy solutions in North America and beyond.”

 

President of TurnOnGreen, Marcus Charuvastra, added, “We are committed to driving growth and creating a dependable, sustainable, and profitable EV charging network across North America that will increase the adoption of e-mobility and have a long-lasting positive impact on our industry and planet”.

 

For more information on TurnOnGreen’s product line, please visit www.TurnOnGreen.com.

 

 

About TurnOnGreen:

 

TurnOnGreen, Inc. (OTC: TOGI) 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 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.TurnOnGreen.com

 

TurnOnGreen Investor Contact:

IR@TurnOnGreen.com or (877) 634-0982

 

 

 

 

 

 

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Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-52140
Entity Registrant Name	TURNONGREEN, INC.
Entity Central Index Key	0001349706
Entity Tax Identification Number	20-5648820
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1421 McCarthy Blvd.
Entity Address, City or Town	Milpitas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95035
City Area Code	(510)
Local Phone Number	657-2635
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---