TurnOnGreen Enters Material Definitive Agreement

TL;DR

TurnOnGreen just signed a big deal, expect financial moves.

AI Summary

TurnOnGreen, Inc. entered into a material definitive agreement on September 26, 2024, which involves a direct financial obligation. The company, formerly known as IMPERALIS HOLDING CORP. and COLOURED (US) INC., is incorporated in Nevada and has its principal executive offices in Milpitas, California.

Why It Matters

This filing indicates a significant new financial commitment or obligation for TurnOnGreen, Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or risks that may not be fully understood yet.

Key Players & Entities

• TurnOnGreen, Inc. (company) — Registrant
• IMPERALIS HOLDING CORP. (company) — Former company name
• COLOURED (US) INC. (company) — Former company name
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2,000,000 — an aggregate principal amount of up to $2,000,000 (the " Credit Limit ") through December
• $8,000,000 — reement to increase the Credit Limit to $8,000,000, extend the Credit Termination Date to

Filing Documents

• z1022408k.htm (8-K) — 27KB
• ex10_1.htm (EX-10.1) — 37KB
• 0001214659-24-017070.txt ( ) — 232KB
• imhc-20240926_pre.xml (EX-101.PRE) — 24KB
• imhc-20240926.xsd (EX-101.SCH) — 3KB
• imhc-20240926_lab.xml (EX-101.LAB) — 33KB
• z1022408k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 26, 2024, TurnOnGreen, Inc., a Nevada corporation (the " Company "), entered into an Amendment to the Loan and Security Agreement (the " Amendment ") with Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.), as lender (" HSD ") dated August 15, 2023 (the " Credit Agreement "). As previously disclosed, the Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount of up to $2,000,000 (the " Credit Limit ") through December 31, 2023 (the " Credit Termination Date "). All loans under the Credit Agreement (collectively, the " Advances ") were payable within five business days of a request by HSD, and HSD was not obligated to provide any further Advances after the Credit Termination Date. Pursuant to the Amendment, the Company and HSD have agreed to, among other things, amend the Credit Agreement to increase the Credit Limit to $8,000,000, extend the Credit Termination Date to December 31, 2026, and provide for additional loans made in excess of the initial Credit Limit to become Advances. HSD is an affiliate of the Company. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment which is annexed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibit.

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Form of Amendment to Loan and Security Agreement. 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: October 2, 2024 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman -3-

View Full Filing

View this 8-K filing on SEC EDGAR