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Imperalis Holding Corp., Completes Acquisition of TurnOnGreen and Appoints New Corporate Officers

MILPITAS, Calif.–()–Imperalis Holding Corp. (OTC: IMHC) (“Imperalis”) announced it closed the securities purchase agreement, whereby Imperalis acquired all outstanding shares of common stock of TurnOnGreen, Inc., an electric vehicle charging and custom power solutions company (“TurnOnGreen” or the “Company”) from BitNile Holdings, Inc. (the “Acquisition”). As a result of the Acquisition, TurnOnGreen became a subsidiary of Imperalis. Upon the closing of the Acquisition, Darren Magot resigned from his position as Chief Executive Officer but remains a member of Imperalis’ Board of Directors, David Katzoff remains as Imperalis’ Chief Financial Officer, Secretary and Treasurer, Marcus Charuvastra remains as Imperalis’ President, Douglas Gintz remains as Imperalis’ Chief Technology Officer, and the Board of Directors of Imperalis (the “Board”) appointed Amos Kohn as Imperalis’ Chief Executive Officer and Chairman of the Board.

“We look forward to leveraging the public markets to drive the development and distribution of TurnOnGreen’s innovative technology,” said Amos Kohn, Chairman and CEO of Imperalis. “TurnOnGreen has a team of experienced professionals. I am pleased to have Marcus and Douglas on our leadership team to help accelerate our growth and provide shareholder value. Marcus and Douglas’ leadership across the organization will help build a solid corporate foundation from which the Company can expand its e-Mobility products and services. Our team is focused on adding shareholder value and has the objective of pursuing an uplisting to the Nasdaq Capital Market, subject to seasoning rules and other criteria for listing.”

Prior to the Acquisition, Mr. Kohn served as President and Chief Executive Officer, Mr. Charuvastra as the Chief Revenue Officer, and Mr. Gintz as the Chief Technology Officer at TurnOnGreen.

“I am excited to help build a team capable of capturing a rapidly expanding electric vehicle market in North America,” said Marcus Charuvastra, President of Imperalis. “The Company is uniquely positioned to build an electric vehicle charging infrastructure that will accelerate the adoption of e-mobility solutions while reducing carbon emissions from internal combustion engine automobiles.”

Imperalis, which intends to change its name to TurnOnGreen as soon as practicable, will operate through TurnOnGreen’s two subsidiaries, TOG Technologies Inc. and Digital Power Corporation. Imperalis intends to dissolve its remaining dormant subsidiary.

For more information on TurnOnGreen please visit www.TurnOnGreen.com.

About TurnOnGreen Inc.

TurnOnGreen Inc. 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.

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