{"schema_version":"secwatch.filing_event.v1","accession":"0001214659-21-013472","form_type":"8-K","ticker":"TOGI","cik":"0001349706","company_name":"TurnOnGreen, Inc.","filed_at":"2021-12-21T23:59:59+00:00","discovered_at":"2026-05-14T18:04:12.212363+00:00","generated_at":"2026-06-27T23:14:57.946958+00:00","sec_items":["1.01","3.02","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"BitNile acquires ~90% of Imperalis Holding for $200k; new CEO and CFO appointed","bullets":["BitNile purchased 129,363,756 shares (approx. 90% of common stock) from three sellers for $200,000.","Former officers Vincent Andreula, Michael Andreula, and Kristie Andreula resigned; Vincent Andreula resigned as director.","Henry Nisser appointed CEO and director; David Katzoff appointed CFO, Secretary, Treasurer; both part-time, unpaid.","Company issued convertible promissory note to Digital Power Lending for $101,528.77 (10% interest, convertible at $0.01/share, due Dec 2023).","BitNile is a subsidiary of BitNile Holdings; new officers also hold roles at BitNile Holdings and affiliates."],"urls":{"canonical":"https://secwatch.observer/filing/0001214659-21-013472","json":"https://secwatch.observer/filing/0001214659-21-013472.json","markdown":"https://secwatch.observer/filing/0001214659-21-013472.md","text":"https://secwatch.observer/filing/0001214659-21-013472.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/m12212128k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-27T23:14:57.946958+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"22f6952b20","claim":"Henry Nisser was appointed as Director at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, the Company appointed Henry Nisser as its Chief Executive Officer and a director and David J. Katzoff as its Chief Financial Officer, Secretary and Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4f32ac9195","claim":"Vincent Andreula resigned as other_named_officer at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"6b0a7f292c","claim":"Vincent Andreula resigned as Director at TurnOnGreen, Inc..","evidence_excerpt":"In addition, Mr. Vincent Andreula resigned as director on the Closing Date and his resignation is to be effective upon the 10th day after the mailing of a Schedule 14F-1, in accordance with Rule 14f-1 under the Securities Exchange Act of 1934, to the Company's stockholders.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"89d9b0771d","claim":"Michael Andreula resigned as other_named_officer at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"8bf87a08d8","claim":"Kristie Andreula resigned as other_named_officer at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"beb910b5a3","claim":"David J. Katzoff was appointed as Chief Financial Officer at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, the Company appointed Henry Nisser as its Chief Executive Officer and a director and David J. Katzoff as its Chief Financial Officer, Secretary and Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"c72470b2a4","claim":"Henry Nisser was appointed as Chief Executive Officer at TurnOnGreen, Inc..","evidence_excerpt":"On the Closing Date, the Company appointed Henry Nisser as its Chief Executive Officer and a director and David J. Katzoff as its Chief Financial Officer, Secretary and Treasurer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}