TurnOnGreen, Inc. Files 8-K on Security Holder Rights
Ticker: TOGIW · Form: 8-K · Filed: Mar 26, 2024 · CIK: 1349706
| Field | Detail |
|---|---|
| Company | Turnongreen, Inc. (TOGIW) |
| Form Type | 8-K |
| Filed Date | Mar 26, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update, legal-amendment
TL;DR
TurnOnGreen filed an 8-K today, changing security holder rights and amending bylaws. Big changes coming?
AI Summary
On March 26, 2024, TurnOnGreen, Inc. filed an 8-K report detailing material modifications to the rights of its security holders and amendments to its articles of incorporation. The filing also includes financial statements and exhibits, indicating potential corporate restructuring or changes affecting shareholder rights. The company, formerly known as IMPERALIS HOLDING CORP. and COLOURED (US) INC., is incorporated in Nevada and has its principal business address in Milpitas, California.
Why It Matters
This filing signals potential changes in the rights and structure of TurnOnGreen's securities, which could impact investor holdings and the company's governance.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to governing documents can indicate significant corporate events that may carry inherent risks.
Key Players & Entities
- TurnOnGreen, Inc. (company) — Registrant
- IMPERALIS HOLDING CORP. (company) — Former Company Name
- COLOURED (US) INC. (company) — Former Company Name
- Nevada (jurisdiction) — State of Incorporation
- Milpitas, California (location) — Business Address
- March 26, 2024 (date) — Date of Report
FAQ
What specific modifications were made to the rights of TurnOnGreen's security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text excerpt. Further review of the attached exhibits would be necessary.
What amendments were made to TurnOnGreen's articles of incorporation or bylaws?
The filing states that amendments to the articles of incorporation or bylaws were made, but the specific nature of these amendments is not detailed in the provided excerpt.
What is the significance of filing financial statements and exhibits with this 8-K?
The inclusion of financial statements and exhibits suggests that these documents are relevant to the reported events, such as corporate restructuring or changes in rights, and are being officially filed with the SEC.
When did TurnOnGreen, Inc. change its name from IMPERALIS HOLDING CORP.?
TurnOnGreen, Inc. changed its name from IMPERALIS HOLDING CORP. on March 26, 2021.
What is TurnOnGreen's Standard Industrial Classification (SIC) code?
TurnOnGreen, Inc.'s Standard Industrial Classification (SIC) code is 3620, which corresponds to ELECTRICAL INDUSTRIAL APPARATUS.
Filing Stats: 672 words · 3 min read · ~2 pages · Grade level 11 · Accepted 2024-03-26 16:30:39
Key Financial Figures
- $0.001 — e redeemable preferred stock, par value $0.001 per share (the " Series A Preferred Sto
Filing Documents
- z3252418k.htm (8-K) — 26KB
- ex3_1.htm (EX-3.1) — 4KB
- ex31-001.jpg (GRAPHIC) — 83KB
- ex31-002.jpg (GRAPHIC) — 162KB
- ex31-003.jpg (GRAPHIC) — 56KB
- 0001214659-24-005172.txt ( ) — 610KB
- imhc-20240326.xsd (EX-101.SCH) — 3KB
- imhc-20240326_lab.xml (EX-101.LAB) — 33KB
- imhc-20240326_pre.xml (EX-101.PRE) — 22KB
- z3252418k_htm.xml (XML) — 3KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
03 Amendments to Articles of Incorporation; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation; Change in Fiscal Year. On March 21, 2024, TurnOnGreen, Inc., a Nevada corporation (the " Company ") amended its articles of incorporation by the filing with the Secretary of State of the Series A convertible redeemable preferred stock, par value $0.001 per share (the " Series A Preferred Stock "). The Series A COD Amendment was approved on March 21, 2024, by an affirmative vote of the holder of the Series A Preferred Stock outstanding as of such date and by the unanimous affirmative vote of the board of directors of the Company on March 21, 2024. The Series A COD Amendment became effective upon filing with the Secretary of State of the State of Nevada. Pursuant to the Series A COD Amendment, the commencement date upon which the holder of the Company's Series A Preferred Stock may redeem the Series A Preferred Stock has been changed from commencing on the first anniversary of the issuance date of the Series A Preferred Stock to commencing anytime beginning on January 1, 2026. The foregoing description of Series A COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A COD Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on March 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). -2- 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: March 26, 2024 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman -3-