---
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"
generated_at: "2026-06-27T23:14:57.946958+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# BitNile acquires ~90% of Imperalis Holding for $200k; new CEO and CFO appointed

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 5.01, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-21-013472
- JSON: https://secwatch.observer/filing/0001214659-21-013472.json
- Plain text: https://secwatch.observer/filing/0001214659-21-013472.txt

## Key facts
- Executive change
  Henry Nisser was appointed as Director at TurnOnGreen, Inc..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  Vincent Andreula resigned as other_named_officer at TurnOnGreen, Inc..
  - Action: resigned
  source text: On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  Vincent Andreula resigned as Director at TurnOnGreen, Inc..
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  Michael Andreula resigned as other_named_officer at TurnOnGreen, Inc..
  - Action: resigned
  source text: On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  Kristie Andreula resigned as other_named_officer at TurnOnGreen, Inc..
  - Action: resigned
  source text: On the Closing Date, Messrs. Vincent Andreula and Michael Andreula, and Ms. Kristie Andreula, resigned as the Company's officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  David J. Katzoff was appointed as Chief Financial Officer at TurnOnGreen, Inc..
  - Action: appointed
  - Role: Chief Financial Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm
- Executive change
  Henry Nisser was appointed as Chief Executive Officer at TurnOnGreen, Inc..
  - Action: appointed
  - Role: Chief Executive Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1349706/000121465921013472/0001214659-21-013472-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.