8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported):  September 6, 2022

BITNILE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-12711	94-1721931
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

(949) 444-5464

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	NILE	NYSE American
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share	NILE PRD	NYSE American

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).

Emerging growth company o

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. o

ITEM 7.01 REGULATION FD DISCLOSURE

BitNile Holdings, Inc. (the “Company”) previously announced that it will be holding an investor conference call on September 6, 2022 to provide a summary on the completed acquisition of its wholly owned subsidiary TurnOnGreen, Inc., by another subsidiary, Imperalis Holding Corp., and the planned distribution of securities to BitNile’s stockholders. In connection with the investor conference call, the Company will use an investor presentation (the “Corporate Presentation”), which may contain nonpublic information. A copy of the Corporate Presentation, which is furnished herewith as Exhibit 99.1, is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item and Exhibit 99.1 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	Investor Presentation for use on September 6, 2022
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).

-2-

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.

	BITNILE HOLDINGS, INC.
Dated: September 6, 2022	/s/ Henry Nisser
	Henry Nisser President and General Counsel

-3-

EX-99.1

Exhibit 99.1

S EPTEMBER 2022 B IT N ILE H OLDINGS , I NC . (NYSE A MERICAN : NILE) I NFORMATION A BOUT THE D IVESTITURE OF T URN O N G REEN AND THE A NTICIPATED D IVIDEND

Forward - Looking Statements Confidential & Proprietary 1 B IT N ILE H OLDINGS , I NC . This presentation and other written or oral statements made from time to time by representatives of BitNile Holdings, Inc . (the “Company” or “BitNile”) contain “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 ; as amended . Forward - looking statements reflect the current view about future events . Statements that are not historical in nature, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - looking statements . Such statements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, products and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook . Forward - looking statements are based on management’s current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed . We caution you therefore against relying on any of these forward - looking statements . These risks and uncertainties include those risk factors discussed in Part I, “Item 1 A . Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31 , 2021 (the “ 2021 Annual Report”) and other information contained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission’s website ( www . sec . gov ) . Any forward - looking statements are qualified in their entirety by reference to the risk factors discussed in the 2021 Annual Report . Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned . Important factors that could cause actual results to differ materially from those in the forward looking statements include : a decline in general economic conditions nationally and internationally ; decreased demand for our products and services ; market acceptance of our products ; the ability to protect our intellectual property rights ; impact of any litigation or infringement actions brought against us ; competition from other providers and products ; risks in product development ; inability to raise capital to fund continuing operations ; changes in government regulation ; the ability to complete customer transactions and capital raising transactions . Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them . We cannot guarantee future results, levels of activity, performance or achievements . Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward - looking statements to conform these statements to actual results . All forecasts are provided by management in this presentation and are based on information available to us at this time and management expects that internal projections and expectations may change over time . In addition, the forecasts are based entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products .

TurnOnGreen , Inc. Overview Confidential & Proprietary 2 O PERATING S UBSIDIARY Supports business and property owners with deploying the necessary infrastructure and equipment necessary for on - location charging : • Multiple program offerings for commercial and multi - family properties . • No or low - cost infrastructure to support charging equipment . • Technical assistance on all installation and equipment . • Live usage statistics, monthly reports, and on the go price adjustments • Residential and commercial AC and DC smart charging stations . • Level 2 chargers for home, work, and recreational charging . • DC fast chargers for full charging in less than 30 minutes . • Hybrid charging units specially designed for fleet applications and variable speed charging L EVEL 2 H OME /C OMMERCIAL C HARGERS AC & DC Smart Charging Stations Mobile Functionality Commercial Programs 60kW - 350kW DC Fast Chargers Hardware Support 24/7 Monitoring and Support for Level 2 and DCFC EV chargers. Power Management Install more chargers on a limited electrical panel using load balancing features. Equipment Monitoring Reduce charger downtime with automatic, remote monitoring. Billing Set variable usage fees based on time of day and account level access. Track Usage Calculate costs based on kWh metering of EV chargers. Firmware Updates Keep the EVP700G up to date through wireless updates.

TurnOnGreen Management Amos Kohn Chief Executive Officer Milpitas, CA Confidential & Proprietary 3 Marcus Charuvastra President Milpitas, CA Douglas Gintz Chief Technology Officer Milpitas, CA For more than 30 years, Amos Kohn has provided leadership, oversight, and strategic direction for worldwide privately held and publicly traded companies in the technology sector. He has led Digital Power Corp., now part of TurnonGreen Inc., for more than 15 years, and is the chief architect of the EVSE portfolio for TurnOnGreen Inc. Amos is named as an inventor on several United States and international patents. Marcus Charuvastra is an accomplished leader with 20 years of experience in strategic planning, sales, services, marketing, business and organizational development. At TurnOnGreen , Marcus leads sales, mobility ecosystem relationships and business development functions. Prior to joining TurnOnGreen , he spent 11 years at Targeted Medical Pharma, serving as VP of Operations and Managing Director. Douglas brings broad experience delivering technology & content solutions to a wide audience for over 30 years. Specializing in emerging technologies, he’s developed DNA reporting engines, medical billing software, manufacturing compliance systems, and e - commerce applications for companies ranging from startups to multinational corporations. Douglas has hands - on experience bringing retail products to market from concept, research, planning, programming, and package design.

TurnOnGreen Divestiture • Divestiture of TurnOnGreen by way of its acquisition by Imperalis Holding Corp. • This transaction has created a separate, publicly traded EV charging and power solutions company • BitNile eliminated intercompany accounts and Imperalis issued BitNile 25,000 shares of Series A Preferred Stock, with each such share having a stated value of $ 1,000 and an aggregate liquidation preference of $25mm • BitNile will assist TurnOnGreen in pursuing an uplisting to the Nasdaq Capital Market • The company anticipates setting a record date to distribute BitNile’s shareholders approximately 140 million shares of TurnOnGreen common stock and warrants to purchase an additional 140 million shares of TurnOnGreen common stock Confidential & Proprietary 4 TurnOnGreen , Inc. (“ TurnOnGreen ”) is completing its reverse merger with Imperalis Holding Corp. (“ Imperalis ” ) creating a publicly traded EV Charging & Power Solutions Company Record Date (TBD) BitNile Shareholders to receive: 140,000,000 Shares 140,000,000 Warrants* *Warrants to become publicly traded at a later date subject to regulatory approval and compliance with US Securities laws

XML

Cover	Sep. 06, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2022
Entity File Number	001-12711
Entity Registrant Name	BITNILE HOLDINGS, INC.
Entity Central Index Key	0000896493
Entity Tax Identification Number	94-1721931
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11411 Southern Highlands Parkway
Entity Address, Address Line Two	Suite 240
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89141
City Area Code	(949)
Local Phone Number	444-5464
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NILE
Security Exchange Name	NYSE
13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Title of 12(b) Security	13.00% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
Trading Symbol	NILE PRD
Security Exchange Name	NYSE