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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.
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