Sec Form 3 Filing - BitNile Holdings, Inc. @ IMPERALIS HOLDING CORP. - 2021-12-16

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BitNile Holdings, Inc.
2. Issuer Name and Ticker or Trading Symbol
IMPERALIS HOLDING CORP. [ IMHC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11411 SOUTHERN HIGHLANDS PARKWAY, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2021
(Street)
LAS VEGAS, NV89141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 129,363,756 I By BitNile, Inc( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note $ 0.01 12/15/2021 12/15/2023 Common Stock 10,152,877( 2 ) I By Digital Power Lending, LLC( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BitNile Holdings, Inc.
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS, NV89141
X
Signatures
/s/ Henry C.W. Nisser, President 12/23/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )BitNile, Inc. is a wholly owned subsidiary of BitNile Holdings, Inc. (the "Reporting Person").
( 2 )The Convertible Promissory Note (the "Note") has a principal amount of $101,528.77 and accrues interest at the rate of 10% per annum. The Holder has the right, at any time following the issuance date (December 15, 2021) of the Note to convert any outstanding principal, plus accrued but unpaid interest on such principal, into shares of the Issuer's common stock, par value $0.001, at a conversion price of $0.01 per share (subject to adjustments).
( 3 )Digital Power Lending, LLC, is a wholly owned subsidiary of the Reporting Person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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