Exhibit 3.1
Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20233445451Filed On8/29/2023 9:05:00 AMNumber of Pages8
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): August 31, 2023
IMPERALIS HOLDING CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 000-52140 | 20-5648820 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1421 McCarthy Blvd., Milpitas, CA 95035
(Address of principal executive offices) (Zip Code)
(510) 657-2635
(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: None.
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
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
As previously disclosed in the definitive proxy statement on Schedule 14A filed by Imperalis Holding Corp., a Nevada corporation (the “Company”) with the U.S. Securities and Exchange Commission on June 16, 2023, the Board of Directors of the Company and shareholders holding a majority of the voting equity of the Company approved and ratified certain corporate actions, including the adoption of Amended and Restated Articles of Incorporation (the “Restated Articles”), to, among other things, increase the number of authorized shares of common stock to 2 billion. Effective August 30, 2023, the Company filed the Restated Articles with the Secretary of State of the State of Nevada.
The foregoing description is only a summary of the Restated Articles, and is qualified in its entirety by reference to the full text of the Restated Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation. | |
| 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.
| IMPERALIS HOLDING CORP. | ||
| Dated: August 31, 2023 | /s/ Amos Kohn | |
|
Amos Kohn Chief Executive Officer | ||
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Exhibit 3.1
Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20233445451Filed On8/29/2023 9:05:00 AMNumber of Pages8