Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item and included in

The Convertible Note described in this Current Report on Form 8-K was offered and issued to SJC in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

Entry into a Material Definitive Agreement. On October 29, 2025 (the “ Execution Date ”), TurnOnGreen, Inc., a Nevada corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Agreement ”) with SJC Lending LLC, a Delaware limited liability company (“ SJC ”), pursuant to which the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $1,650,000 (the “ Convertible Notes ”) for a total purchase price of up to $1.5 million (t…

Changes in Registrant’s Certifying Accountant. Based on information provided by Marcum LLP (“ Marcum ”), the independent registered public accounting firm of TurnOnGreen, Inc., a Nevada corporation (the “ Company ”), CBIZ CPAs P.C. (“ CBIZ CPAs ”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through April 30, 2025. On April 30, 2025, the Company dismissed Marcum as the Company’s ind…

Entry into a Material Definitive Agreement. On September 26, 2024, TurnOnGreen, Inc., a Nevada corporation (the “ Company ”), entered into an Amendment to the Loan and Security Agreement (the “ Amendment ”) with Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.), as lender (“ HSD ”) dated August 15, 2023 (the “ Credit Agreement ”). As previously disclosed, the Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount o…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Material Modification to Rights of Security Holders. The information contained in

Entry into a Material Definitive Agreement On July 25, 2024, TurnOnGreen, Inc., a Nevada corporation (the “ Company ,” “ we ,” “ us ” or “ our ”), entered into a purchase agreement (the “ ELOC Purchase Agreement ”) with GCEF Opportunity Fund, LLC (the “ GCEF ”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct GCEF to purchase up to an aggregate of $25,000,000 of shares of our common stock, par value $0.001 per sh…

by reference. The execution of the ELOC Purchase Agreement and the transactions contemplated thereby were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. - 2 -

Regulation FD Disclosure. On May 21, 2024, the Company issued a press release with respect to the effectiveness of the Name Change and its new trading symbol on the Pink Marketplace, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this item shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be de…

Material Modification to Rights of Security Holders. The information contained in

Material Modification to Rights of Security Holders. The information contained in

Chief Financial Officer — David J. Katzoff: Mr. Katzoff resigned as CFO for personal reasons.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information contained in

Entry into a Material Definitive Agreement On August 15, 2023, Imperalis Holding Corp., a Nevada corporation (the “ Company ”), entered into a Loan and Security Agreement (the “ Credit Agreement ”) with Ault Alliance, Inc., a Delaware corporation, as lender (“ AAI ”). The Credit Agreement provides for a secured, non-revolving credit facility in an aggregate principal amount of up to $2,000,000. All loans under the Credit Agreement (collectively, the “ Advances ”) are due within five business…

Entry into a Material Definitive Agreement On April 6, 2023 (the “Closing Date”), Imperalis Holding Corp., a Nevada corporation (the “ Company ”), entered into a Purchase Agreement (the “ Agreement ”) with FAR Holdings International, LLC (the “ Investor ”) pursuant to which the Company borrowed $250,000 and issued a promissory note to the Investor in the principal face amount of $300,000 (the “ Note ”). The Company also issued to the Investor warrants (the “ Warrants ”) to purchase an aggrega…

The Warrants and the Warrant Shares described in this Current Report on Form 8-K were offered and sold to the Investors in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information contained in

and in the Press Release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing. The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registra…

REGULATION FD DISCLOSURE Imperalis Holding Corp. (the “ Company ”) updated its corporate presentation (the “ Corporate Presentation ”) , which is used to conduct meetings with investors, stockholders and analysts and at investor conferences, and may contain nonpublic information. A copy of the Corporate Presentation, which is furnished herewith as Exhibit 99.1 , is incorporated by reference herein. The Corporate Presentation provides, among other things, an overview of the Company’s operation…

Director — Darren M. Magot: Mr. Magot voluntarily resigned from the Board of Directors.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On September 8, 2022, Imperalis Holding Corp., a Nevada corporation (the “ Company ”) entered into a parent/subsidiary short form merger with its wholly owned subsidiary, TurnOnGreen, Inc., a Nevada corporation (“ TOG ”), pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”). In accordance with the Merger Agreement, TOG merged with and into the Company, with the Company as the surviving corporation (the “ Merger ”), pursuant to Secti…

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 20, 2022, BitNile Holdings, Inc., a Delaware corporation (the “ Parent ”) and its majority owned subsidiary, Imperalis Holding Corp., a Nevada corporation (“I MHC ”) entered into a Securities Purchase Agreement (the “ Agreement ”) with TurnOnGreen, Inc., a Nevada corporation (“ TOGI ”), a wholly owned subsidiary of the Parent. Pursuant to the Agreement, Parent will (i) deliver to IMHC all of the outstanding shares of common stock of TOGI hel…

CEO and Director — Henry Nisser: Mr. Nisser resigned as CEO and sole director, leading to a significant change in leadership.

Entry into a Material Definitive Agreement On December 15, 2021 (the “ Closing Date ”), Imperalis Holding Corp (the “ Company ”) entered into an exchange agreement (the “ Exchange Agreement ”) with Digital Power Lending, LLC (“ DPL ”), pursuant to which the Company issued a convertible promissory note (the “ Convertible Note ”) to DPL, in the principal amount of $101,528.77, in exchange for those certain promissory notes dated August 18, 2021 and November 5, 2021 (the “ Promissory Notes ”) is…