UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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.
| 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 statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and 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 statements when evaluating the information presented within.
| 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). |
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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 | ||
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