ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As previously reported on a Current Report on Form 8-K filed by Imperalis Holding Corp. (the "Company") on December 21, 2021, the Company entered into an exchange agreement (the "Exchange Agreement") with Ault Lending, LLC, formerly known as Digital Power Lending, LLC ("Ault Lending"), pursuant to which the Company issued a convertible promissory note (the "Convertible Note") to Ault Lending, in the principal amount of $101,528.77. The Convertible Note accrues interest at 10% per annum, is due on December 15, 2023, and the principal, together with any accrued but unpaid interest on the amount of principal, is convertible into shares of the Company's common stock, $0.001 par value per share (the "Common Stock") at Ault Lending's option at a conversion price of $0.01 per share.

On October 12, 2022, Ault Lending informed the Company of its decision to convert the entire outstanding principal and accrued interest of the Convertible Note into 10,990,142 shares of Common Stock. The shares were issued without registration pursuant an exemption afforded under Section 3(a)(9) of the Securities Act of 1933, as amended.

The foregoing descriptions of the Convertible Note and Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to their respective forms, which are annexed hereto as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






 (d) Exhibits:




Exhibit No.    Description



4.1*             Convertible Promissory Note, dated December 15, 2021, made by
               Imperalis Holding Corp. in favor of Digital Power Lending, LLC.
10.1*            Exchange Agreement between Imperalis Holding Corp. and Digital Power
               Lending, LLC, dated as of December 15, 2021.
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).

* Previously filed on December 21, 2021.

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