Item 1.01 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 aggregate of 1,000,000 shares of common stock, par value $0.001 per share (the "Common Stock") of the Company (the "Warrant Shares").





Description of the Note

The Note has a principal face amount of $300,000, was issued with an original issuance discount of $50,000, and bears no interest. The Company is required to pay the Investor $100,000 on May 6, 2023, June 6, 2023, and the maturity date of July 6, 2023. The Note also allows prepayment without any penalty. The Note contains a single event of default if the Company fails to make payments within five business days when due under the Note, then the Company must pay the Investor a default fee of three percent (3%) of the amount due.





Description of the Warrants

The Warrants entitle the holder to purchase shares of Common Stock for a period of five years at an exercise price of $0.044 per share, subject to adjustment. The exercise price of each Warrant, is subject to adjustment for customary stock splits, stock dividends, combinations or similar events.

The foregoing descriptions of the Warrant, the Agreement and the Note 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, 10.1 and 10.2 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. 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.

Item 9.01 Financial Statements and Exhibits






 (d) Exhibits:




Exhibit No.  Description

4.1            Form of Warrant
10.1           Form of Purchase Agreement
10.2           Form of Note
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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