Hey, welcome to the conference call, guys. It's Todd over here. I got Ken Cragun, the CFO of BitNile Holdings. I got Marcus Charuvastra, the President and Chief Revenue Officer of TurnOnGreen Imperalis. Now, for purposes of this conversation, we all know that Imperalis is the company that acquired TurnOnGreen. We all agree.
Keep going. We'll get the YouTube going.
We good?
Yeah.
Sorry about that. We're gonna be simulcasting on a couple different channels, so we're having a little bit of echo. For purposes of this conversation, we are going to read the forward-looking statements, and then we're gonna have a couple of, like, guidelines to understand what we're referring to.
When we refer to Imperalis, that's the public company, and Imperalis is ultimately now today TurnOnGreen. That transaction is closed, the merger is done, and they are all one big happy company. I would encourage you to refer to today's 8-K and understand that Amos and his team are gonna be running their own show, but we are still the largest shareholder till we make the distribution. I have David Katzoff, the CFO and the interim CFO of Imperalis/TurnOnGreen. Obviously, the company will be migrating to get a CFO eventually, to help with their transition to the Nasdaq. Let me share the screen real quick.
Okay.
We'll have Marcus. Okay, so that screen should be up, right? Everyone can see that? Marcus, I'm gonna have you read the forward-looking statements. For guys, just to start off, this is a BitNile call. It's important information about the divestiture of TurnOnGreen and the anticipated dividend. The merger took place, I believe, last night. The merger is done. They are one happy company now. Marcus, why don't you start off with the forward-looking statements?
Will do. Good afternoon. I'm gonna read the forward-looking statement from BitNile Holdings, Inc. This presentation and other written or oral statements made from time to time by representatives of BitNile Holdings, Inc, the company contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E 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, estimate, 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 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 in 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 One, Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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 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 and 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 or 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 law 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 future financial performance, given our current contracts, current backlog of opportunities, and conversations with new and existing customers about our products.
I think that we're having some problems. We'll work through them a little bit with the chat and how everything sounds. I do wanna welcome Amos to the call. Amos is the Chairman and CEO of TurnOnGreen and Imperalis, which is now one company. Amos, welcome.
Thank you so much there, Todd.
We have Ken Cragun, the CFO of the parent company, BitNile. Welcome, Ken.
Thanks, Todd.
And then we have David Katzoff, who really, I don't know if people know this, but is probably like if you were to think of, like, the sixth man on the bench, and actually team manager at the same time. For all the companies we have, he is really the right-hand man of how we do everything at the holding company, 'cause we're spread out over so many countries. I wouldn't want this guy's job. I don't know how he stays calm with me at the helm, and Will, but he does. David Katzoff, say hello.
Hi, Todd. Thanks for the kind words.
They're not kind, they're truthful. Unfortunately, I don't know how you do your job. Amos, we decided to put this screen of the operating subsidiaries ahead of time. Marcus, if you could just kind of talk about these three programs real quickly. They're on the screen. Before we hang up today, we're gonna get through to the $140 million shares and the $140 million warrants, which we plan on making publicly traded.
We're gonna talk about the distribution dates, the potential distribution dates, what the next steps are for everyone to get their dividend, and how important it is to understand this information, because we don't want anyone to be misled or misunderstand in any way the process taking place as we register these shares and plan to distribute them out.
Let it be clear, subject to regulatory filings, we are gonna give the shareholders a $140 million shares of common stock of TurnOnGreen and Imperalis, a $140 million shares, and this is important, a tradable warrant. Like, understand, if you look at some of the warrants out there that trade on an exchange or on the OTC, they have this Black-Scholes value that they calculate, you know, and obviously it's subject to market conditions.
This is an actual tradable warrant that will appear in your account. We'll talk about that shortly. Marcus, could you walk us through what everyone's seeing here on the screen? Because Marcus, I had the privilege of sitting with Amos the other day, and him explained to me that you guys are live and operational with several sites that are actually charging, and Amos was explaining to me, really, you guys are like a utility now.
You're like a utility distribution company where people come, they pay for your charger, that you pay one price, they pay another, and the difference, the arbitrage is how you guys are making money. Can you walk through, Marcus, everything that you guys are kinda doing, maybe, and keep it under, say, 5 minutes or so?
Yeah. Absolutely. Thank you, Todd. Thank you for all of your support as well, Ken and David, Will, in this process. Amos and I and Douglas, we're all very excited to be part of this process and get this company into the public sphere. What we've been doing the past year and a half or so with our products is both development and commercialization of electric vehicle charging supply equipment.
We've been focusing primarily on Level 2 and DC fast charging units for both commercial and residential applications. Recently, we've really been targeting the commercial growth of the public EV charging networks, both restricted access and open to the public. We're looking at adding units that have the capability of charging users for energy consumed.
There's been some material changes in the way that the state of California and the federal government approaches electric vehicle subsidies and incentives over the last couple of months, as I'm sure many of the listeners are aware and viewers are aware. The industry at this point is really positioned for continued sustained growth. It's been pretty impressive considering the market conditions, how the electric vehicle market has grown over the past two years, in particular during the pandemic. Really the charging infrastructure, it has been lagging behind.
We found an opportunity both in the residential, direct-to-consumer market as well as in the public market to insert TurnOnGreen and TurnOnGreen products and services, as sort of a value offering for consumers and for people who are driving electric vehicles. What we're doing right now is we're focusing on hotels, rental car fleets, and retail centers, along with hospitals and golf courses for public EV charging. This is where we're gonna put into place either Level 2 machines, like you see on the left here, the black unit on the left, or a DC fast charging unit, which similar to the green and gray unit on the right there.
These machines are capable of dispensing power, and we're able to set rates for that power consumed. Typically, if, for example, the commercial utility rate is $0.10/kWh, we can then charge the driver anywhere between $0.35 and $0.45/kWh. We have business models designed to profit share with site hosts.
We have business models designed where the site hosts can control 95% of the revenue, and we have business models where we as TurnOnGreen can control 95% of the revenue stream. We have a lot of different business models available to our partners and site hosts so that they can adopt electric vehicle infrastructure. The unit in the middle is the EV700.
This is our direct-to-consumer model, our residential model, which is our flagship product, but we believe that the residential marketplace is going to really dominate the space over the next five years. As more and more drivers buy electric vehicles, having a stationary home charger becomes incredibly important, because unlike gasoline cars, where you can sort of go and fill up in 10 minutes at the gas station on the corner, charging at home and sort of really paying attention to when you're charging and how you're charging becomes vitally important. Having that ability to do that at home, whether you're in an apartment, multi-family unit complex or a single-family home, is critical to the growth of the electric vehicle industry.
The EV700 is sort of the perfect machine that can plug into publicly accessible multifamily, and also private single-family home. It's very feature-rich. It's adjustable amperage, and it works very well to charge any vehicle, any electric vehicle on the road today. As we grow, we're based out of San Jose, California. We have offices in Los Angeles, California, in Orange County. As we expand our offering, we're gonna bring these chargers throughout North America. This is the beginning. That's the start. Amos?
I'm just echoing what Marcus said. The chargers that we develop are not just advanced, but also richer feature chargers. We believe really that will be dominating the market.
I'm gonna go to the next screen real quickly here and talk about sort of the leadership here. We know Douglas Gintz here is the Chief Technology Officer. He's not on this call. Marcus has about a 20-year background in strategic planning and sales. Amos, why don't you give everyone a real quick outline of your background in terms of technology?
You've been at this a long time. You're really old and getting older. I'm just kidding, buddy. Could you just talk about maybe some of your experience with Digital Power, the 50 years that Digital Power's been around, and then the transition from what you've done for the last 15 years into TurnOnGreen?
Because I don't think people realize that this little company is very connected globally, and you guys have done projects and do pod projects for some of the most sophisticated companies in the world. It's really, to me, one of the most undervalued items is not only do they get TurnOnGreen here, the EV power company, but they get the power electronics company that's been around for more than 50 years. Can you kind of talk about that in less than 5 minutes?
Sure. My background is in engineering and being involved with Digital Power Corporation, which today is a subsidiary of TurnOnGreen. History was a little bit different 20 years ago. 20 years ago, Digital Power was a company that was mainly focusing on providing power conversion solutions for several market segments.
I brought into the company to sit on the board of directors. It was a public company back then. I was independent director. That was about 20 years ago now. Time is moving fast. Five years later, the board asked me to actually take the leadership role in the company to become the CEO of the company.
It took me some time, but I accepted the offer that the board offered me. Since then I'm running the company. Digital Power, again, is a company that mainly focusing on power conversion. Over the years, we developed a very advanced power technology, digital power technology, and we expand our business to defense and medical market segment, where high reliability and advanced product is required. Moving forward, years later in 2016, yes, Milton Ault reached out to us, to me, to the shareholder of the company back then, and he acquired the company from the shareholder that has been owning most of the shares back then.
Since then, we've been working together, Todd and myself. Around three or four years ago, we decided to expand our business to another market, which is the EV business, EV infrastructure to provide EV infrastructure, infrastructural services and technology, leveraging benefits from all the infrastructures that we built during my time for the last 16 to 20 years in the company. With a very in-depth knowledge in electrification, electrical conversion, et cetera, we started the development of the product line that we are having right now at TurnOnGreen. We came fairly quick with advanced product line.
Again, just benefits from an existing infrastructure that we already had for many, many years in place. Douglas and Marcus joined the company, and we set up a new operation that will be mainly focusing in marketing, sales, and developing the EV business segment for our company. Since then, we expanded the business very significantly, I would say, having a very large range of product line as well as the services that we provide, and we establish all the businesses that Marcus just described.
Marcus, I wondered if you could talk about real quickly how big you think the, you know, I equate where you guys are to where the Internet was kind of when it first came out, maybe a couple of years into it, where you didn't know how big it was. When you talk about electrification of the United States and electrification of the world in terms of EV, about 50,000 new EVs a month hitting the road, but not enough chargers.
Then this cycle of maybe if you could touch on this, and then, Ken, I wanna come to you and talk about spin-offs you've done in the past and maybe your experience with how to think about them as a shareholder. But Marcus, there's a huge demand for EV charging, and there's gonna be home chargers.
You recently announced a contract back east with an Avis, subsidiary, or Avis, affiliate, and they're using DC fast chargers. I got to sit and look at what Amos was showing me with the network being live. At that point, I saw, like, 37 people charging their car and money kinda calculating at the same time.
It really became clear to me, I think Amos knew that I would love that, so he showed me, like, the funnest part of the business, which is, "Here's all the EV chargers we have and here's all the payments we're collecting." How big is the potential market for you guys in terms of rolling out EV chargers? By the way, those of you who are, in Zoom, and on YouTube, we are gonna be taking questions, so stay tuned for the questions. We're gonna be answering them as soon as we wrap up. Marcus, how big is the market, you think? I really, obviously we talked about forward-looking statements, but just tell us in your mind how big the market could be for EV chargers.
Well, I think, you know, most of the projections put the compounding annual growth rate of the EV charging market about 32%, between, like, 26%-32%. The monetary side, I mean, it's, you know, it's in the billions. Right now there are a handful of network charging companies that deal exactly with what you're talking about, which is basically acting as a utility where they're charging drivers for energy use. Some of them you may have heard of, ChargePoint, Blink, et cetera. There's a small conglomerate of them in North America.
There is room for us to move into that space with some strategic partners and to really grow and capitalize on the demand and capture market share over the next few years. We think the timing is really quite perfect right now for us to be entering the space, both as an EVSE company and as a green energy technology company. We're more on the plate than just EV chargers, as Amos alluded to. You know, I think on the Digital Power side there are pieces that are in development for bigger telecom industries, things like that we've discussed in the past.
You know, we have our eyes set on other types of power generation between wind and some other things that we've talked about. There are segments of the market that we're trying to address right now that have been largely overlooked on EV. Everyone's so focused on, like, just, you know, sort of the passenger car. There are electric vehicle, there are electric buses coming, and, like, there is a lot of federal funds and state funds for electric buses coming.
There are trucks, electric trucks for trucking that are coming, so there's depots that are gonna need to be set up. There's a whole slew of things that are going to happen over the next five years, for which we are positioning ourselves, to take advantage of and grow and help this company grow as the industry grows.
Ken, as we transition to becoming now that TurnOnGreen is public through Imperalis.
Right.
You have, and I don't know if people pay attention to this, but you were the CFO of a billion-dollar Nasdaq company, and you've been a CFO in Silicon Valley before for companies that have done spin-offs. You know, when you look at what we're doing, can you kind of in your mind think about value creation, sort of the advantages?
Yeah.
Of Imperalis/TurnOnGreen being a separate company and being dividend out to the Nile shareholders?
Yeah. I was at a company, it was C-Cube Microsystems back in the day, pioneers in digital video. Within one company we had a semiconductor business and a systems business, and it was difficult for the market to value it properly. Do you get valued as a semiconductor or a system? We split off the system business and it merged with another public company, and that added a ton of shareholder value at the time. I think we have a similar fact pattern where we have a power supply and EV business that's very attractive to a lot of investors that's been within our holding company structure as a public company.
As of today, TurnOnGreen is its own public company, and people can buy shares of TurnOnGreen, and people that wanna invest in EV but maybe don't understand investing in a cryptocurrency mining company. It's an opportunity for TurnOnGreen to get a fair valuation as a standalone public company, and gives them an opportunity to access public markets because there's a lot of growth and a lot of infrastructure that needs to be built. But it's gonna benefit.
We anticipate it'll benefit our shareholders as we own not a 100% , but almost a 100% of it right now, and we're consolidating TurnOnGreen and Imperalis. As the slide alludes to, there's an opportunity for us to dividend our common shares to our shareholders. BitNile itself doesn't own the shares of common, but our shareholders will. Todd, you probably wanna touch on that aspect of it.
Yeah, I do. I really wanna emphasize something that this is the part about when we're going to have a record date and how this process is working. This is probably the number one question I get is, "When are we gonna get the shares?" There's significant liability if we do not deliver the shares. The way that this is done, and I'm using forward-looking statements, and I wanna be clear, this is a really general idea.
The company has set a goal to have the shares distributed this year. Okay? That's our goal. I'm gonna repeat this again. Our goal is to distribute the shares this year, and we're gonna distribute 140 million shares of common shares, and you're also gonna get 140 million shares of warrants that are good for five years.
If the company does the financing at lower prices, there will be a reset on those warrants to allow you that lower price. This is an extreme value add for shareholders. I wanna emphasize this again. This is. You're gonna get a share of what you see as IMHC, which will turn into TurnOnGreen, and you're gonna get a warrant. The company makes it very clear down here that it plans to file to make that tradable. It will, the shares have their own CUSIP number, and the warrants will have their own CUSIP number, and they will trade publicly for five years.
If you're a BitNile shareholder, there will be a record date determined in the future in which you will wake up, and on that day, if you own the shares, you will then get shares of the common shares and the warrant, and it'll appear in your account. Now, Ken, I presume I got that right. I was coached on that a little bit. Any thoughts?
Yeah.
About any disclaimers we need to put in there?
No, I think that's good. It'll be over-the-counter shares initially, but or perhaps not by then. We're gonna work closely with Amos and Marcus and the team to get this company uplisted and
Yeah.
Hopefully be on a major exchange.
I think it's fair to let Amos, who has run a public company in the past, and so has Marcus, and of course, David was the CFO of a Nasdaq company. I think it's fair to let them consolidate a little bit and allow them to, you know, enjoy the idea of being independent in the sense that they're public and get all their ducks in a row before.
Right.
They uplist. Obviously, it's our job to help them do that. I wanna see, David. Do you have any comments at all, David? I assume you're not gonna have any 'cause you're really doing this on an interim basis, and really that utility guy we have, that important man that takes care of all the details. I wonder if you had any thoughts there.
Nothing that hasn't already been covered. Everybody's kinda covered everything that's relevant.
Right. I just wanna go back to something Ken said. There are seasoning rules for the Nasdaq, and we are going to have to make sure that we follow all those rules. I can tell you, our general counsel and deputy general counsel don't let us do much without clearing it multiple ways. We're being very careful here what we say here because it is our goal to uplist them, but we are subject to the Nasdaq seasoning rules. We just filed that 8-K, so those rules start today.
They're very specific rules which I think you can all find out about if you'd like to. Effectively, it's not relevant for today's conversation because we're gonna offer to uplist them. We've done this before. We know what we're doing here. We're quite confident in the staff and the team we have. Amos, you had the luxury of running a public company before, and I remember you took it incredibly serious. You did it for multiple years. What are you thinking about rejoining being public again?
I actually missed that. Yeah, I ran the company for 10 years as a public company. I never missed a filing, one-time filing, always on time. No issue all the years. I thought that it will be good time for me to have some break, but I'm missing it, and I wanna go back to run a public company.
Amos , maybe before we start taking questions, you could talk about your new headquarters in Silicon Valley. I know you're pretty proud of it. It's a large facility. You're engineered for growth there. Having Marcus on as your Chief Revenue Officer and now the President, this is a commercial.
I'm telling you guys, this is something we've dedicated our time to. When we distribute to you shares of common shares and warrants of the company TurnOnGreen, we are still gonna be involved, not from a consolidated standpoint. They will not be on our balance sheet. We will not be consolidating the revenue. They will be independent. We're still gonna be preferred shareholders 'cause obviously we have money invested in the company on the preferred side. Amos , let's talk about your new facility up there.
Yeah, actually, I love it. We moved to this new facility about four months ago. It's really in the heart of the Silicon Valley near Cisco headquarters. All the Cisco buildings here are all in walking distance, actually from where we are. We set up this facility for engineering product development because, you know, in this industry we move very quick and we continue to develop new product every day and new technology. Very large warehouse where we can stock product. We can stock product that will be available for our customer right when they need it or when we got those deal they sign up. We have a nice office area for people to join and to work and to be happy worker in their working place.
We have a very large demo room and training. We set up a space here for U.S. manufacturing. We look in the future to bring production into the U.S., and we'll be able to do assembly, final assembly and manufacturing here in our facility. I'm very excited. It's a beautiful place, really beautiful. You know, that will be all helping us to grow the business. By the way, the way that we operate is that we share resources between the different subsidiaries. We have the Digital Power subsidiary. We have the TOG subsidiary and then when we share resources. We run the business very cost-effectively, and I think that's the way that we will be supporting our growth.
Marcus, before we get to questions here, I've seen you at a lot of the races, Indy races, TurnOnGreen. I've seen you talking to people in leadership at other companies involved in, like, busing, different auto manufacturers. If someone were to think about what TurnOnGreen will look like, what can they look forward to? I know you can't give us specifics, but, like, we saw that announcement with Avis, the Avis affiliate. What should they be paying attention to?
Well, you know, the best part about being public is that, you know, we're accountable now to our shareholders, and we wanna make sure that we're continually creating value for any new shareholders. It's a delicate balance between, you know, keeping a good-sized float and not diluting down the existing shareholders. So it's a balance. It's a dance we have to do. You know, part of that dance is really expanding new markets, entering new markets such as the rental fleet market, and becoming kind of the primary player in those markets.
What we're targeting from a strategy standpoint are medium to large fleets, although small, medium, and large fleets, 'cause we feel that the rental car industry in particular is gonna be a huge driver of EV adoption. You know, as the OEMs mandate certain sales targets for anybody that's buying a car, and you've got to remember that rental car companies are basically auto dealers, and so they have, they're bound by the same duties as other dealerships.
The OEMs are saying, "Listen, if you wanna own a minivan or you wanna buy a Suburban, you also have to purchase five or 10 EVs from us as well." You know, as California and other states adopt a zero ICE, you know, ICE car by 2035, there's gonna be huge opportunity in the industry. They're all gonna need power. They're all gonna need the ability to charge their car. We're gonna keep developing products that can do that can do it efficiently and affordably. You know, we're excited to be able to grow in these sort of new spaces that are not occupied right now by existing charging companies.
Ken, one second. Ken, I'm gonna ask the question, the first question that's important is the impact of the transaction on BitNile's financials. Before you answer that, let's think that through. I don't know. I know that David and Will is listening on the call.
Mm-hmm.
Ken, when I think about the impact on the financials, the first thing I think of is that, one, TurnOnGreen will have its own capital and not be relying on the parent company, so that's important.
Right. Right.
Two, as we all know, in the charging business, like the early days of the internet, there's gonna be a lot of installation costs and a long build-out of a charging network. We won't be consolidating their financial results. Three, I know that in consolidation, we cancel things out, so we have a preferred. Can you, to the best you're comfortable with, talk about the financial impact on BitNile of what happens when TurnOnGreen is spun out?
Yeah. Yeah. We continue to consolidate until we dividend out our common ownership. When you merge together two companies under common control, you bring it over at the historical cost. Basically, we've been doing. We've been reporting Imperalis as on their own 10-Qs and 10-Ks, and then we've been reporting TurnOnGreen as a segment historically.
We're just merging those together. Going forward, we'll consolidate. You're right, any investment we have, it shows up as an investment on our books, but it's also equity on TurnOnGreen's books. When we roll it up together, that preferred and then their equity will eliminate while they're a majority-owned subsidiary and consolidated.
Yeah. I think that the long-term ramifications of this will be an increase. Ken, am I right to say that our asset value would go up because we'd be marking that preferred, or what would that look like?
Well, after once it's spun out, then and we're no longer consolidating, then we will mark to market our investment in TurnOnGreen. As they, you know, as we have Amos and Marcus, the team have great plans for growth and creating shareholder value. Our preferred will go up as a result of that. Even though long term, we won't be consolidating, we will get the benefit of that preferred holding, and our assets will ultimately go up. You know, or that's what we expect.
Yeah. You as a shareholder, so I keep getting the same question about, like, when the shares are gonna be distributed. Our goal is to do that before the end of the year.
Right.
Our goal is to set a record date as soon as possible. Now, here's what you need to pay attention. If I'm a shareholder, what do I need to pay attention to? I need to look for the date that the S-1 is filed. Let's think about this. Our legal team is gonna file an S-1, and it's gonna be to register the shares, common shares, and the warrants for you guys, right? I'm a shareholder too. We're gonna get dividends, right? We're not gonna get them till the shares are registered. Once we get the comments from the SEC, if any. They're ready to clear the financials. We will clear the S-1. We will then declare a record date.
I have to say that this is something that David, who handles all the functionality with the transfer agent, stuff like this, will be intimately involved with, and we will update you on that. I would just say to you, I wanna use the right word. I would say imminent, but imminent means look for the S-1 to be filed shortly.
Once the S-1 is filed, that means Imperalis / TurnOnGreen is filed to register the $140 million common shares and the $140 million warrants. You'll know that it's coming soon, because once that registration statement's declared effective, we plan on declaring a record date and then a distribution date.
After that record date, obviously, the shares will trade ex without it, and then BitNile will no longer be a shareholder, and those shares will be held to give to the shareholders of BitNile. There'll be a snapshot of a date that we take. Obviously days are ticking by very quickly. We're gonna work diligently to make that happen.
Don't know how else to answer that question other than, we have to follow securities rules, and that requires us to register the shares and register the warrants. But I wanna tell you why I think it's worth the wait. Imagine you're gonna get a warrant. You as a shareholder are gonna get a share and a warrant that has some features in it that allow the price to be set up.
They raise additional capital, but it's gonna allow you five years to own the company and look at how well or not, or how they're doing or not doing, and have a right to buy more of it in the future. Those warrants can be valuable. Those warrants can trade for zero, depending on how well the company is.
We're gonna give you a shot on goal. You're gonna get a share and a warrant. I can't stress to you enough how important that is. I'm in the same boat. I'm eating the same cookie you guys are. I'm a shareholder. A lot of people on this screen are shareholders, and we wanna see that happen and be successful. Let's go on to the other questions. I answered the question about when the Nasdaq.
As soon as practicable, subject to the seasoning rules, that's important. It's also important when I go back to those warrants to understand when we publish the warrants to read the terms of those warrants. Understand what those warrants will be, because they will possibly be callable in the future depending on the success of the company. It could be less than five years if Amos, Marcus, Douglas deliver and the company's doing well, you have a chance to invest even sooner than that five years. Just make sure you read the details. I can't stress enough to you, this is something I wanna say to all shareholders.
When we took over in September 2016, when I became the largest shareholder through my holding company, I set a goal internally at the company that we would ultimately incubate, build, harvest, and distribute some companies. I point out to you the vote for Gresham is this week. We finally completed the merger with TurnOnGreen into a public company, and now you got Gresham vote with the merger with Giga-tronics. We have certain goals in terms of distributing companies to the shareholders.
Better late than never, a lot harder with COVID and all the things that took place. Amos would probably say that the shipping market and the disruption in China and Taiwan and Vietnam and what they experienced and Marcus experienced with delays in getting things done during COVID. You know, I hate that as an excuse. It's not an excuse when it's the reality.
The reality of the situation was TurnOnGreen and Digital Power had to deal with a ton of disruption. Everything from containers costing way more money to ship, air freight costing more money, ship sets not being ready, etc. I'll point out something to you, too, that Amos and his team have been right about, and that is, talk about the 32-amp charger.
Most houses are not capable of 48-50 amps, and it costs a lot to install them. All of a sudden now, Amos and the team are looking a lot smarter having those 32-amp chargers. By the way, you can go buy one for your house if you'd like to. Go to TurnOnGreen.com. That's a commercial. I'm punching that for you. If you're a commercial business, Marcus has several reps.
I'm sure you can just email Marcus, and he'll put you in touch with them. The question here is, will the warrants transfer potentially to Nasdaq? Now, obviously, the goal is to list the common shares and the warrants. Regardless of that, the warrants can trade on the OTC or the Nasdaq. Commonly done.
If you look at a recent IPO, HSCS and HSCSW trade on the Nasdaq. It's very common. We're not committing to any exchange for the warrants, but it would be our goal to have everything on one exchange. There is some cost involved with the warrants trading there, but I have to leave that up to the management team of TurnOnGreen as to where they want the warrants to trade. Regardless, the goal is to get them tradable as soon as practicable.
As we start to wrap up here, let's see here if we have any additional questions here. Will there be any business update on commercial and consumer sales? I'll leave this question to you, Marcus. Now that you're a public company, what will the communication be like between you and Amos and the public on how TurnOnGreen is going? What are your expected challenges, and what do you wanna put out there?
Well, I think, you know, one of the biggest challenges in this game is revenue projections. You know, we are building infrastructure in a lot of cases, and that takes time. There's always, you know, forget about the pandemic infrastructure. We're subject to the whims of utilities, and their delays, and business owners and their delays. That's gonna be our biggest challenge going forward. We plan to communicate quarterly, through our Qs and Ks and just, you know, we wanna be as transparent as possible, on all of our revenue projections and estimates and actualities.
There's a question here about will the shareholders of the common stock and preferred get the special dividend? The preferred, indeed, BitNile has a preferred, indeed, that trades publicly. I don't know the answer to that, but I will get the question, and I will post it on Twitter and post it on YouTube the next time I'm on. I will answer that question. I don't know. My presumption. I don't wanna talk about that, but I'm assuming there are certain rules regarding all shareholders being treated equally. We plan on distributing all $140 million shares and $140 million warrants in their entirety. I will definitely get back to you to let you know about that. The 8-K was filed today, so I encourage you to go to the 8-K.
For Imperalis, IMHC is the symbol. By the way, IMHC owns TurnOnGreen now, and the largest shareholder of TurnOnGreen IMHC is BitNile. Those shares are being held for dividend. We will not be selling those shares. We don't plan on doing anything with them other than distributing to shareholders when the regulators clear the S-1 and all regulatory approvals are done.
Our goal is to get that done by year-end. I keep getting the same question over and over again. Whatever. I don't know what to say. I'm reading some questions here. When warrants trade publicly, they do have a valuation 'cause of the length of time and whether they're in the money and the intrinsic value. I can't really help you there. How can the average investor get involved in TurnOnGreen?
TurnOnGreen's gonna have its own capital structure. Marcus and Amos will, I'm sure, include the shareholder base there. I would go register at TurnOnGreen.com to let them know you're a shareholder. They do have a place where you can get on an email list and pay attention here. Any more important questions you guys want me to answer before we hang it up? Amos, I'm gonna give you the last word, but before we do that, Marcus, any thoughts before we hang up?
We are very excited for this day, and we're really excited to be working with BitNile and all of our shareholders to help expand electrification across the country.
You know, I will tell people that you should pay attention. I hear people criticizing Ault Alpha for buying stock. I don't know where that criticism comes from. It makes no sense. It absolutely really makes no sense that people criticize that. Let's say then they criticize me for buying stock, but I buy it. I can only tell you through my actions what I believe. I believe in the team. I've been a supporter of Amos now for about 4.5 years, and I believe ultimately he's gonna build something with Marcus and Douglas that's gonna have value. Ken, any last words before we part company?
No, this is a big step, and it's. We're happy to start executing on Todd's announced strategy of getting some of these assets public. This is a big step. We'll have another big step later this week with respect to Gresham and Giga-tronics. We're glad to see the progress and congratulate Amos and Marcus and the team on getting to this point.
Yeah. I've tried hard to explain this to people that this was a ten-year process. This is the first dividend of what is a multi-year strategy in terms of what we're doing after we built the company. With almost $600 million in assets, and really not a lot of that asset value intrinsic in TurnOnGreen, the best way to unlock value is to give it to the shareholders.
We feel the same way with Gresham. We're not committing on what's gonna happen with Gresham yet because that's subject to the SEC and the board approving things. But we have said publicly for many years that we want the defense business, which has been around a long time, in some cases 63 years for Microphase. You got Enertec over in Israel. You got Gresham Worldwide. You got a very big,
We actually have a big footprint in a small defense company doing great stuff in terms of single source supplier for things like the F-35 and other military contracts. What they're doing over in Israel is fascinating. We plan on doing something with that. We'll be updating you soon on that when we have that shareholder vote come through. Amos, I'm gonna leave the last word to you. Any thoughts on your future as a public company in TurnOnGreen? I got pretty excited with what you were showing me on how the network works and how the app, and how you can. What are your thoughts on the future?
Yeah. Well, first I want to say that we are very excited to be part of a large community that focus on providing technology and services to reduce the carbon emission. I mean, this is great. You know, we're part of the main objective of the world today. In the future, you'll see a company that provide not only power conversion and EV chargers technology, but a company that provide also other energy storage and green technology and services, such as a wind turbine, a generator, advanced battery technologies, energy storage systems, all those together, and we'll be providing those in a comprehensive turnkey solution. One will be actually touch the other, and we'll provide a complete comprehensive services.
TurnOnGreen's got distribution in Canada, it's got distribution in the Midwest, it's got Marcus out there with sales reps. We're excited to be part of the future. If I were a shareholder, which I am, I'd be paying attention to one thing, and that is what's next? The S-1. After that, then you'll be looking for the record date.
Then after that, it'll be the day the shares show up in your account. I'd pay attention to this. I think TurnOnGreen has a bright future, everybody. Thank you for being here. Special thanks to Ken, David, Marcus, Amos. Will, I know you were there, everybody. We appreciate all you guys as being patient. I, like you, I'm frustrated with where we stand at BitNile, but we continue to push forward.
With nearly $600 million in assets and very well-financed, we're super excited to conclude the merger between TurnOnGreen and a public company, and now the next step is to register those shares, distribute them, and help them move to the Nasdaq in the future. Obviously, subject to seasoning rules and all those idioms you have to say out there for legal purposes. Pay attention. It's gonna be happening, we hope, this year. Really, this is something imminent and pending. We're working really diligent with it. Special thanks to everybody on the call. We'll see you again, everybody. Thank you for being here. Take care.
Thank you.
Thanks. Bye-bye.
Thank you.