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. (TOGI) is asking shareholders to vote at a fully virtual annual meeting on September 18, 2026. Shareholders will elect three incumbent directors, ratify CBIZ CPAs P.C. as independent auditor for 2026, approve a reverse stock split of common stock, approve a new 2026 Stock Incentive Plan, and authorize possible meeting adjournment.
As of the July 30, 2026 record date, there were 183,983,122 common shares outstanding plus 25,000 Series A Preferred shares, which collectively carry voting power equivalent to 33,539,181 common shares. The reverse split amendment would allow the board, any time through December 31, 2028, to implement a split from 1-for-50 up to 1-for-500, with cash paid in lieu of fractional shares.
The proposed 2026 Stock Incentive Plan would reserve 200 million common shares (including 100 million rolled over from the unused 2023 plan plus 100 million new shares). Issuing all 100 million additional new shares would represent potential dilution of 35.2% relative to shares outstanding on the record date.
TurnOnGreen, Inc. reported modest growth but remains financially stressed for the quarter ended June 30, 2026. Revenue was $1.75 million, up 4% year over year, with gross profit of $0.82 million and an operating loss narrowed to $0.15 million. Net loss improved to $0.35 million from $0.65 million.
Total assets were $4.67 million against total liabilities of $13.63 million and a shareholders’ deficit of $33.96 million. The company disclosed a going-concern uncertainty, negative working capital of $9.3 million, and dependence on related-party advances from Hyperscale and $1.48 million in convertible notes.
Current obligations include a lawsuit liability of $1.17 million and related-party notes and advances payable of $8.17 million. Cash was only $61,000. There are 1.43 billion potentially dilutive securities outstanding. Management also reported material weaknesses in internal control over financial reporting.
TurnOnGreen, Inc. plans a virtual annual shareholder meeting on September 18, 2026, with a record date of July 30, 2026. Holders of common stock and Series A preferred stock vote together on an as-converted basis.
Shareholders are asked to (1) elect three directors, all incumbents; (2) ratify CBIZ CPAs P.C. as independent auditor for 2026; (3) approve a reverse stock split of common stock at a ratio between 1‑for‑50 and 1‑for‑500, at the Board’s discretion, without reducing authorized shares; (4) approve the 2026 Stock Incentive Plan, reserving 200 million shares (including 100 million carried over from the unused 2023 plan); and (5) approve potential adjournment of the meeting to solicit more votes if needed.
The Board, which currently has no independent members and functions as the audit committee, unanimously recommends voting FOR all proposals. Audit fees to CBIZ CPAs P.C. were $221,400 for 2025 and $195,700 for 2024.
TurnOnGreen, Inc. reported higher quarterly revenue but a deeper loss and continued financial strain for the three months ended March 31, 2026. Revenue rose to $1.736M from $1.592M, with gross profit improving to $813,000 as EV charger sales increased to $549,000 from $319,000.
Net loss widened to $773,000 from $541,000, driven by higher operating expenses and interest costs. The company ended the quarter with cash of $127,000, negative working capital of about $9M, total liabilities of $13.6M, and a shareholders’ deficit of $33.6M, alongside $25M of redeemable preferred stock. Management states there is substantial doubt about TurnOnGreen’s ability to continue as a going concern and is relying heavily on related-party financing from Hyperscale and new SJC convertible notes.
TurnOnGreen, Inc. (TOGI) files its annual report describing a power electronics and EV charging business focused on defense, industrial, medical and e‑mobility markets. In 2025, about 83% of revenue came from power electronics OEM products and 17% from EV charging, with roughly 94% of revenue from North America.
The company reported a 2025 net loss of $2.1 million after a $4.0 million loss in 2024, ending 2025 with cash of $0.1 million and negative working capital of $8.2 million, creating substantial doubt about its ability to continue as a going concern. Backlog was approximately $6.5 million versus $6.1 million a year earlier.
Management highlights concentration risk in a small number of major customers, reliance on parent Hyperscale for past funding, supply‑chain and tariff exposure, and intense competition in both power solutions and EV charging. The strategy emphasizes expanding high‑grade custom power systems while growing subscription‑based EV network services from TOG Technologies.
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 $1,650,000 in principal amount of convertible notes for a total purchase price of $1,500,000, funded in seven tranches tied in part to this registration statement becoming effective. The notes bear 12% annual interest (rising to 20% on amounts above $300,000 after certain defaults), mature one year from issuance, and are convertible at the greater of a $0.035 floor price or a 20% discount to the lowest 10-day VWAP.
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 $1,650,000 in aggregate principal, bear interest at 12% per year (rising to 20% above certain thresholds on default), and mature one year after issuance. As of December 30, 2025, TurnOnGreen had 183,983,122 common shares outstanding, rising to 231,125,980 shares if all conversion shares are issued. The company reports recurring losses, negative working capital, zero cash and a substantial doubt about its ability to continue as a going concern, and its obligations under the loan are secured by substantially all of its assets.
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.