Item 2.01 Completion of Acquisition or Disposition of Assets

Further to the Company's Current Report on Form 8-K filed on October 27, 2021, the Company received approval from The Financial Industry Regulatory Authority (FINRA) and, effective January 20, 2022, has completed its spin-off of Edison Power Company ("EPC") the Company's wholly-owned subsidiary.

In connection with the spin-off, the Company entered into a Spin-Off Agreement dated May 25, 2021 with EPC and an Amended Spin-Off Agreement dated October 22, 2021, pursuant to which EPC agreed to issue to shareholders of the Company (upon completion of the spin-off), one-half of one unregistered and restricted share of EPC, for each share of the Company held by shareholders of record on October 22, 2021.

The shares of EPC have not been listed on any stock exchange, and EPC is now an independent private company.

The spin-off does not qualify as a tax-free qualifying spin-off under Section 355 of the Internal Revenue Code of 1986.

Item 9.01 . Financial Statements and Exhibits




(d) Exhibits

 Exhibit                         Description
  10.1*       Spin-Off Agreement dated May 25, 2021
  10.2*       Amended Spin-Off Agreement dated October 22, 2021

* Filed Herewith

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