Hyperscale Data, Inc. — Director's Dealing 2022

Sep 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IMPERALIS HOLDING CORP. (IMHC)
CIK: 0001349706
Period of Report: 2022-09-06

Reporting Person: BitNile Holdings, Inc. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-06	Common Stock	P	6501	$0.2108	Acquired	16501	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-06	Series A Preferred Stock	$	P	25000	Acquired		Common Stock ()	Direct
2022-09-06	Common Stock Purchase Warrant	$	P	1	Acquired		Common Stock ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	129363756	Indirect

Footnotes

F1: Digital Power Lending, LLC ("DPL") 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 DPL.

F2: 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.

F3: Each share of Series A Preferred Stock has a stated value of $1,000 and is convertible into such number of shares of the Issuer's common stock equal to the stated value divided by eighty percent (80%) of the volume weighed average price ("VWAP") of the Issuer's common stock over the 10 trading days immediately preceding the date of conversion.

F4: The Series A Preferred Stock is convertible as long as it remains outstanding.

F5: The number of shares issuable upon conversion will fluctuate based upon the VWAP during the prior 10 trading days immediately preceding the date of conversion. As of September 8, 2022, the date of issuance of the Series A Preferred Stock, they were convertible into approximately 159,520,163 shares of the Issuer's common stock. Does not include any shares of the Issuer's common stock that are issuable, at the Issuer's option, in lieu of payment in cash of the dividend that accrues at 8% per annum.

F6: The shares of Series A Preferred Stock were issued in connection with the closing of the transaction whereby (i) the Issuer acquired 100% of the outstanding shares of TurnOnGreen, Inc. ("TOGI") from BH and (ii) BH eliminated all of the intercompany accounts between itself and TOGI evidencing historical equity investments made by BH to TOGI, in the amount of $36,643,580 (the "Acquisition").

F7: The warrant is expected to have an exercise price of 125% of the Issuer's VWAP during the 10 trading days prior to the initial date of exercise, which is the date when the Issuer's common stock begins trading on a national stock exchange or market. However, the warrant will not be exercisable by BH, but only BH's stockholders after distribution.

F8: The number of warrants will be approximately 140,000,000 and will equal the number of shares of Common Stock that BH distributes to its stockholders.

F9: The date when the Issuer's common stock begins trading on a national stock exchange or market.

F10: The warrant will expire five years after the initial date of exercise.

F11: The number of shares issuable upon exercise of the warrant will be approximately 140,000,000 and will equal the number of warrants issued.

F12: The warrant is being issued in connection with the closing of the Acquisition.