TurnOnGreen Files 8-K with Bylaw Amendments and Financials

TL;DR

TurnOnGreen filed an 8-K with bylaw changes and financials.

AI Summary

TurnOnGreen, Inc. filed an 8-K on May 21, 2024, reporting amendments to its articles of incorporation or bylaws, a Regulation FD disclosure, and financial statements. 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 provides updates on TurnOnGreen's corporate governance and financial status, which are crucial for investors to assess the company's operational and legal standing.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate negative news or significant financial distress.

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

FAQ

Filing Documents

• z5202438k.htm (8-K) — 27KB
• ex99_1.htm (EX-99.1) — 8KB
• turnongreen_logo.jpg (GRAPHIC) — 14KB
• 0001214659-24-009700.txt ( ) — 222KB
• imhc-20240521.xsd (EX-101.SCH) — 3KB
• imhc-20240521_lab.xml (EX-101.LAB) — 33KB
• imhc-20240521_pre.xml (EX-101.PRE) — 22KB
• z5202438k_htm.xml (XML) — 3KB

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

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.

01 Regulation FD Disclosure

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 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

01 Financial Statements and Exhibits

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). -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: May 21, 2024 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman -3-

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View this 8-K filing on SEC EDGAR