Welcome to our dedicated page for Turnongreen SEC filings (Ticker: TOGI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The TurnOnGreen, Inc. (TOGI) SEC filings page on Stock Titan provides access to the company’s U.S. Securities and Exchange Commission disclosures, along with AI-powered summaries that help explain complex regulatory documents. As a Nevada corporation and smaller reporting company, TurnOnGreen files registration statements, current reports, and other forms that describe its business, risk factors, capital structure, and financing arrangements.
Key filings for TOGI include its registration statement on Form S‑1, which outlines the resale of common stock issuable upon conversion of convertible promissory notes issued to SJC Lending LLC. The S‑1 details TurnOnGreen’s incorporation in Nevada, its headquarters in Milpitas, California, the number of shares being registered, and the terms of the convertible notes, including the floor conversion price and discount to volume-weighted average price.
Users can also review Form 8‑K current reports that describe material events such as the execution of the Securities Purchase Agreement with SJC, the creation of direct financial obligations, and the granting of security interests in the assets and intellectual property of TurnOnGreen and its subsidiaries, Digital Power Corporation and TOG Technologies, Inc. These filings summarize covenants, tranche funding schedules, and conditions related to the convertible notes.
On this page, Stock Titan’s tools surface AI-generated highlights that point to important sections of TOGI filings, such as financing terms, restrictions on additional indebtedness or equity issuance, and information about the company’s status as a smaller reporting company. As TurnOnGreen files additional periodic and transactional documents with the SEC, they are incorporated into this feed, giving investors a structured view of the company’s regulatory history.
Use this TOGI filings page to quickly locate S‑1 registration details, 8‑K event disclosures, and other SEC documents, while relying on AI summaries to understand the implications of complex legal and financial language without reading every page in full.
TurnOnGreen, Inc. is filing a post-effective amendment to its S-1 registering up to 47,142,858 shares of common stock for resale by a single selling stockholder upon conversion of outstanding convertible notes at a floor price of $0.035 per share. These shares are issuable from up to $1.65 million in principal amount of 12% convertible notes, of which two tranches totaling $660,000 in principal have closed for $600,000 in cash proceeds.
The company will not receive proceeds from resale of the conversion shares. Common stock outstanding was 183,983,122 shares as of January 20, 2026, rising to 231,125,980 shares if all conversion shares are issued. TurnOnGreen generated $5.0 million of revenue and a net loss available to common stockholders of $3.97 million in 2024, and reported an accumulated deficit of $48.8 million and total stockholders’ deficit of $32.4 million as of September 30, 2025. Management discloses substantial doubt about its ability to continue as a going concern, given recurring losses, zero cash, negative working capital and secured obligations under the new convertible notes.
TurnOnGreen, Inc. is registering up to 47,142,858 shares of common stock for resale by a single selling stockholder, all issuable upon conversion of outstanding and future convertible promissory notes. The company will not receive any proceeds from the resale of these shares. As of December 29, 2025, it had 183,983,122 shares outstanding, which would rise to 231,125,980 shares if all conversion shares are issued at the minimum conversion price.
Under a Securities Purchase Agreement with SJC Lending LLC, SJC agreed to purchase up to
The prospectus highlights that TurnOnGreen operates power electronics and EV charging businesses but has a history of recurring net losses, negative working capital and an accumulated deficit, and explicitly warns of substantial doubt about its ability to continue as a going concern. It also flags significant dilution risk and potential downward pressure on the stock price from conversions and resales under the notes.
TurnOnGreen, Inc. is registering up to 47,142,858 shares of common stock for resale by a single selling stockholder, issuable upon conversion of recently issued convertible notes at a minimum conversion price of $0.035 per share. The company will not receive any proceeds from the resale of these shares. The notes carry up to
TurnOnGreen, Inc. is registering up to 47,142,858 shares of common stock for resale, all issuable upon conversion of convertible promissory notes at a minimum conversion price of $0.035 per share. These shares will be sold by the selling stockholder, and TurnOnGreen will not receive proceeds from their resale.
The notes have up to $1,650,000 in aggregate principal for a $1,500,000 purchase price, bear 12% annual interest (rising to 20% above $300,000 on default), mature one year from issuance and are secured by substantially all company assets. Shares outstanding were 183,983,122 as of December 16, 2025, and would be 231,125,980 if all conversion shares are issued.
TurnOnGreen designs power electronic solutions and EV charging systems. Revenue was $4,912,000 in 2024 and $5,026,000 for the nine months ended September 30, 2025, while net loss available to common stockholders was $3,973,000 in 2024 and $1,701,000 for the nine‑month 2025 period. As of September 30, 2025, the company reported cash of $0.0 million, negative working capital of $7.9 million and an accumulated deficit of $48,788,000, and it states these factors raise substantial doubt about its ability to continue as a going concern for the 12 months following issuance of the financial statements.
TurnOnGreen, Inc. (TOGI) filed its Q3 2025 10‑Q, reporting higher sales and narrower losses alongside ongoing liquidity pressure and a going‑concern warning.
Q3 revenue rose to $1,742,000 from $1,290,000, driven mainly by defense and commercial customers. Gross profit was $717,000, and operating loss improved to $349,000. Net loss was $509,000 (vs. $660,000). For the first nine months, revenue reached $5,026,000 with gross profit of $2,128,000 and a net loss of $1,701,000, improving from $2,193,000 a year ago.
Cash was $67,000 with a $7.9 million working capital deficit and $7,181,000 in related‑party notes and advances payable. The company records a $1.1 million lawsuit liability and carries $25,000,000 of redeemable Series A preferred stock. Management states there is substantial doubt about the company’s ability to continue as a going concern.
After quarter‑end, TOGI entered a financing with SJC Lending LLC: up to $1,650,000 in convertible notes (purchase price up to $1.5 million), with an initial tranche of $440,000 principal for $400,000 at 10% interest, maturing October 29, 2026, convertible at the greater of $0.035 per share or a 20% discount to the lowest 10‑day VWAP.
TurnOnGreen, Inc. (TOGI): Schedule 13D/A Amendment No. 2 filed by SJC Lending, LLC and Steven J. Caspi. The reporting persons disclose beneficial ownership of 15,847,507 shares, representing 8.6% of the class, based on 183,983,122 shares outstanding as of August 11, 2025.
The amendment also describes a financing in which the issuer agreed to sell to SJC up to $1,650,000 aggregate principal amount of secured convertible notes for a total purchase price of up to $1,500,000, in seven tranches. The initial closing occurred on October 29, 2025 with a note of $440,000 principal purchased for $400,000. Later tranches are conditioned on the filing and, after effectiveness, further funding under a registration statement for the resale of conversion shares. Notes accrue 12% interest (rising to 20% upon certain defaults over $300,000), mature in one year, and are convertible at the greater of $0.035 per share or a 20% discount to the lowest 10‑day VWAP. The notes are secured by IP, substantially all assets, and subsidiary equity, with a one‑year right of first refusal.
TurnOnGreen, Inc. entered a secured convertible note financing with SJC Lending LLC, agreeing to sell up to $1,650,000 in aggregate principal for a total purchase price of up to $1.5 million, in seven tranches. The initial closing on October 29, 2025 issued a $440,000 note for $400,000 in proceeds.
Subsequent funding is conditioned on securities registration milestones: after filing a registration statement for the conversion shares, SJC will purchase a $220,000 note for $200,000; after SEC effectiveness, additional notes totaling $990,000 in principal for $900,000 will fund in monthly increments per the schedule. The notes carry 12% annual interest (rising to 20% upon certain defaults over $300,000), mature one year from issuance, and are convertible at the greater of $0.035 per share or a 20% discount to the lowest 10-day VWAP before conversion.
The financing is secured by substantially all assets, specified IP, and pledges of subsidiary stock, and includes covenants restricting additional debt, liens, dividends, M&A, asset sales, and equity issuance, plus a prohibition on variable-rate transactions and a one-year right of first refusal for SJC.
This Amendment No. 1 to a Schedule 13D reports that SJC Lending, LLC and its manager Steven Caspi beneficially own 13,501,431 shares of TurnOnGreen, Inc. common stock, representing approximately
SJC Lending, LLC and its manager Steven J. Caspi report ownership of 11,490,976 shares of TurnOnGreen, Inc. common stock, representing approximately 6.2% of the outstanding shares. The shares were acquired in open-market purchases for an aggregate reported price of $238,644 using working capital. The reporting persons state they may increase or decrease their position, engage with the company or other shareholders, or pursue transactions affecting capitalization or board composition, but currently have no specific plans. Shared voting and dispositive power over the reported shares is disclosed.