TurnOnGreen (TOGI) trims quarterly loss but faces going-concern and control risks
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.
Positive
- Net loss improved sharply for the quarter, shrinking from $651,000 to $348,000, a 47% reduction driven by a $140,000 increase in gross profit and $210,000 lower operating expenses.
- Gross profit increased to $821,000 in Q2 2026 from $681,000 a year earlier, with cost of revenue declining by $78,000 despite slightly higher sales.
- Derivative liability decreased substantially, as the fair value of embedded conversion feature liabilities fell from $150,000 to $23,000, contributing a $127,000 non-cash benefit over six months.
Negative
- Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, limited cash, and reliance on external financing.
- The company reported a large shareholders’ deficit of $33.96 million and negative working capital of approximately $9.3 million, indicating a highly leveraged balance sheet.
- TurnOnGreen depends heavily on related-party funding, with $8.17 million in notes and advances payable to Hyperscale and the CEO, accruing interest up to 22%.
- There is a significant potential dilution overhang with 1,434,922,530 anti-dilutive securities outstanding, including warrants, convertible notes, and preferred stock.
- The company recorded a lawsuit liability of approximately $1.17 million related to an arbitration award, with interest on part of the award accruing at 10% per year.
- Management identified material weaknesses in internal control over financial reporting, including insufficient accounting resources and ineffective user access and segregation-of-duties controls.
Filing Explained
Convertible notes remain outstanding with 44,000,000 potential shares, while the filing reports no increase in common shares through June 30, 2026.
TurnOnGreen’s unaudited Form 10-Q reports the company’s quarterly financial condition and documents convertible-note financing that is partly completed, creating a potential share-issuance and collateral consequence for existing common holders.
The financing agreement allows up to
The notes bear 12% interest and may be converted at any time at
SJC holds security interests in substantially all company and subsidiary assets, specified intellectual property, and the subsidiaries’ stock. The initial note matures October 29, 2026, while later notes mature one year after issuance. The filing also reports ineffective disclosure controls because of accounting-resource, segregation-of-duties, and system-access weaknesses.
Key Figures
Key Terms
going concern financial
embedded conversion feature liabilities financial
Level 3 fair value hierarchy financial
customer advances financial
material weakness financial
anti-dilutive securities financial
Earnings Snapshot
FAQ
How did TurnOnGreen (TOGI) perform financially in Q2 2026?
What is TurnOnGreen’s (TOGI) liquidity position as of June 30, 2026?
Why does TurnOnGreen (TOGI) have a going-concern warning?
How much related-party debt does TurnOnGreen (TOGI) owe?
What are TurnOnGreen’s (TOGI) convertible notes terms with SJC Lending?
How significant is potential dilution for TurnOnGreen (TOGI) shareholders?
What internal control issues did TurnOnGreen (TOGI) identify?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended:
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| ( | ||
| (Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ¨ Large accelerated Filer | ¨ Accelerated Filer | |
| x |
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
State the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date:
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheet as of June 30, 2026, and December 31, 2025 | 3 | |
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026, and 2025 | 4 | |
| Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2026, and 2025 | 5 | |
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026, and 2025 | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 20 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 21 |
| Item 1A. | Risk Factors | 21 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Mine Safety Disclosures | 21 |
| Item 5. | Other Information | 21 |
| Item 6. | Exhibits | 22 |
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
TURNONGREEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Other noncurrent assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable, accrued expenses and other current liabilities | $ | $ | ||||||
| Convertible notes payable | ||||||||
| Lawsuit liability | ||||||||
| Operating lease liability, current | ||||||||
| Related party notes and advances payable | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| LONG TERM LIABILITIES | ||||||||
| Operating lease liability, non-current | - | |||||||
| Other long term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| REDEEMABLE CONVERTIBLE PREFERRED STOCK | ||||||||
| Preferred stock series A subject to possible redemption, | ||||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||
| Common Stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
TURNONGREEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administration | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (income) expense: | ||||||||||||||||
| Interest expense, related party | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Change in fair value of embedded derivative liabilities | ( | ) | - | ( | ) | - | ||||||||||
| Total other expense | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax provision | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share basic and diluted: | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
TURNONGREEN INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
Three Months Ended June 30,2026
| Common Stock | Additional | Total | ||||||||||||||||||
| Shares | Amount | Paid in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| Balance, April 1, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Three Months Ended June 30, 2025
| Common Stock | Additional | Total | ||||||||||||||||||
| Shares | Amount | Paid in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| Balance, April 1, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Six Months Ended June 30, 2026
| Common Stock | Additional | Total | ||||||||||||||||||
| Shares | Amount | Paid in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| Balance, January 1, 2026 | ( | ) | ( | ) | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Six Months Ended June 30, 2025
| Common Stock | Additional | Total | ||||||||||||||||||
| Shares | Amount | Paid in Capital | Accumulated Deficit | Shareholders’ Deficit | ||||||||||||||||
| Balance, January 1, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Common stock issued upon exercise of warrants | - | |||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| 5 |
TURNONGREEN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| For the Six Months ended June 30, | ||||||||
| Cash flows from operating activities: | 2026 | 2025 | ||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Amortization of debt discount | - | |||||||
| Inventory adjustment | - | |||||||
| Change in fair value of embedded derivative liabilities | ( | ) | - | |||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Customer advances | ( | ) | ||||||
| Accrued expenses, other current liabilities, and lawsuit liability | ( | ) | ||||||
| Operating lease liabilities and other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Government grant related to equipment | - | |||||||
| Cash provided by investing activities | - | |||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related party advances | ||||||||
| Payments for related party advances | ( | ) | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from exercise of warrants | - | |||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | - | |||||
| Cash paid during the period for income taxes | $ | $ | - | |||||
| Non-cash investing and financing activities: | ||||||||
| Recognition of new operating lease right-of-use assets and lease liabilities | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
1. DESCRIPTION OF BUSINESS
Overview
TurnOnGreen, Inc., a Nevada corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies Inc. (“TOGT,” and together with Digital Power, the “Company”), is an emerging provider of premium power electronic and electric vehicle (EV) charging solutions. The Company designs, develops, manufactures, and sells highly engineered, feature-rich, high-grade power conversion systems and power solutions for mission-critical, life-sustaining, and lifesaving applications across a variety of sectors, particularly those operating in demanding and harsh environments.
The Company serves a broad range of markets, including defense and aerospace, medical and healthcare, industrial applications, telecommunications, e-Mobility, and OEM solutions. Our products are highly adaptive, featuring customized firmware meticulously configured to meet the specific requirements and challenges of our customers’ applications. In addition, we provide comprehensive EV charging infrastructure and subscription-based network management services for residential, fleet, hospitality, workplace, healthcare, municipal, and educational environments including universities and schools.
2. LIQUIDITY AND GOING CONCERN
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring operating and net losses that have not provided sufficient cash flows. Management believes that the Company will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern.
The Company intends to finance its future development activities and its working capital needs through convertible debt as well as through advances from Hyperscale Data, Inc. (“Hyperscale”) (See Note 12) until such time as funds provided by operations are sufficient to fund working capital requirements. Although management believes that capital sources will be available, there can be no assurances that Hyperscale will continue providing financing to the Company when needed to allow the Company to continue its operations, or if available, on terms acceptable to the Company. The condensed consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for interim periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026.
Reclassifications
Certain prior period amounts have been reclassified for comparative purposes to conform to the current-period financial statement presentation. These reclassifications had no effect on previously reported results of operations.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026.
The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements.
| 7 |
4. REVENUE DISAGGREGATION
The Company’s disaggregated revenues consisted of the following:
| Schedule of disaggregated revenues | ||||||||||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Primary Geographical Markets | ||||||||||||||||
| North America | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
| Major Goods | ||||||||||||||||
| Power supply units | $ | $ | $ | $ | ||||||||||||
| EV chargers | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||
| Goods transferred at a point in time | $ | |||||||||||||||
| Revenue recognized over time | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
Customer advances
We defer revenues when cash payments are received in advance of our performance obligation required under the guidelines of ASC 606. The revenue is recognized upon completion of our related performance obligations, typically within twelve months following receipt of the customer advances.
Customer advances consisted of the following:
| Schedule of customer advances | |||||
| Customer advances | |||||
| Balance, December 31, 2024 | $ | ||||
| Advances received | |||||
| Revenue recognized | ( | ) | |||
| Advances refunded | ( | ) | |||
| Balance, December 31, 2025 | |||||
| Advances received | |||||
| Revenue recognized | ( | ) | |||
| Advances refunded | ( | ) | |||
| Balance, June 30, 2026 | $ | ||||
The customer advances are recorded in the Accounts payable, accrued expenses and other current liabilities line of the condensed consolidated balance sheets.
The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue was derived:
| Schedule of concentration | ||||||||||||||||
| For the Three Months Ended June 30, 2026 | For the Six Months Ended June 30, 2026 | |||||||||||||||
| Total Revenue | Percentage of | Total Revenue | Percentage of | |||||||||||||
| by Major | Total Company | by Major | Total Company | |||||||||||||
| Customers | Revenue | Customers | Revenue | |||||||||||||
| Customer A | $ | - | - | % | $ | - | - | % | ||||||||
| Customer B | $ | % | $ | % | ||||||||||||
| Customer C | $ | - | % | % | ||||||||||||
| Customer F | $ | % | % | |||||||||||||
| Customer G | $ | % | % | |||||||||||||
| 8 |
| For the Three Months Ended June 30, 2025 | For the Six Months Ended June 30, 2025 | |||||||||||||||
| Total Revenue | Percentage of | Total Revenue | Percentage of | |||||||||||||
| by Major | Total Company | by Major | Total Company | |||||||||||||
| Customers | Revenue | Customers | Revenue | |||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer D | $ | % | $ | % | ||||||||||||
| Customer E | $ | % | $ | % | ||||||||||||
Related party sales
As of the three and six months ended, June 30, 2026, and 2025, the Company had
related party sales of $
| 9 |
5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy at June 30, 2026, and December 31, 2025:
| Schedule of fair value, assets measured on recurring basis | ||||||||||||||||
| Fair Value Measurement at June 30, 2026 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Embedded conversion feature liabilities | $ | $ | - | $ | - | $ | ||||||||||
| Fair Value Measurement at December 31, 2025 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Embedded conversion feature liabilities | $ | $ | - | $ | - | $ | ||||||||||
The embedded conversion feature liabilities are included in the convertible notes payable line of the consolidated balance sheets.
The Company assesses the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. For investments where little or no public market exists, management’s determination of fair value is based on the best available information which may incorporate management’s own assumptions and involves a significant degree of judgment, taking into consideration various factors including earnings history, financial condition, recent sales prices of the issuer’s securities and liquidity risks.
The changes in Level 3 fair value hierarchy during the three months ended June 30, 2026, were as follows:
| Schedule of fair value, liabilities measured on recurring basis | ||||||||||||||||||||
| Level 3 Balance at Beginning of Year | Fair Value Adjustments | Sales and Settlement | Grants | Level 3 Balance at End of Year | ||||||||||||||||
| Embedded conversion feature liabilities | $ | $ | ( | ) | $ | - | $ | - | $ | |||||||||||
6. TRADE RECEIVABLES
The following table provides the percentage of total trade receivables attributable to a single customer that accounted for 10% or more of the Company’s outstanding receivables:
| Schedule percentage of total trade receivables | ||||||||
| As of | As of | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Customer A | % | % | ||||||
| Customer B | - | % | % | |||||
| Customer C | % | - | % | |||||
| Customer D | % | - | % | |||||
| Customer E | % | - | % | |||||
7. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
| Schedule of Property and equipment | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Leasehold improvements, furniture and equipment | ||||||||
| Gross property and equipment | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
During the three months ended March 31, 2026,
the Company received an equipment-related government grant of $
Depreciation and amortization expenses related
to property and equipment was $
| 10 |
8. INVENTORIES
Inventories consisted of:
| Schedule of inventories | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials, parts and supplies | $ | $ | ||||||
| Finished products | ||||||||
| Total inventories | $ | $ | ||||||
9. CONVERTIBLE NOTES PAYABLE
Convertible notes payable were comprised of the following:
| Schedule of convertible notes payable | ||||||||||||||||||||||
| Conversion price per share | Interest rate | Effective rate(1) | Due date | June 30, 2026 | December 31, 2025 | |||||||||||||||||
| SJC convertible promissory note | % | % | $ | $ | ||||||||||||||||||
| SJC convertible promissory notes | $ | % | % | - | ||||||||||||||||||
| Fair value of embedded conversion options | ||||||||||||||||||||||
| Less: unamortized debt discounts | ( | ) | ( | ) | ||||||||||||||||||
| Total convertible notes payable, net of financing cost, current portion | $ | $ | ||||||||||||||||||||
| (1) |
SJC Convertible Promissory Note
On October 29, 2025, the Company entered into
a Securities Purchase Agreement (“Agreement”) with SJC Lending LLC ("SJC"), pursuant to which the Company agreed
to sell to SJC convertible promissory notes in the aggregate principal amount of up to $
Pursuant to the Agreement, the initial tranche
closing, which occurred on October 29,2025, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $
Pursuant to the Agreement, the second tranche
closed on January 9, 2026, the third tranche closed on January 30,2026, the fourth and fifth tranches on March 27, 2026, and the sixth
on June 5, 2026. These closings consisted of the issuance of Convertible Notes to SJC in the total principal face amount of $
SJC entered into various collateral agreements in support of the convertible notes including (i) an intellectual property security agreement pursuant to which the Company and its subsidiaries granted SJC a continuing security interest in certain trademarks, copyrights, patents and mask works (ii) a security agreement pursuant to which the Company and its subsidiaries granted SJC a security interest in substantially all of their respective assets as collateral for repayment of the convertible notes and (iii) a pledge agreement pursuant to which the Company pledged the capital stock of the Company’s subsidiaries as additional collateral.
| 11 |
Embedded Derivative
The Company identified embedded derivative features within certain convertible promissory notes issued on October 29, 2025, that required bifurcation and separate accounting as derivative liabilities under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Activities. Specifically, the embedded conversion options associated with the SJC convertible promissory note was determined to meet the criteria for derivative classification.
The fair value of the embedded derivative liabilities was estimated at June 30, 2026, using a binomial lattice model with a jump to default model. The model incorporates key assumptions including the Company’s stock price, risk-free interest rate, expected volatility, default intensity, and the specific terms of each conversion feature. Due to the significant use of unobservable inputs, these derivative liabilities are classified within Level 3 of the fair value hierarchy.
The fair value of the embedded derivative liabilities was estimated at December 31, 2025, and inception using a Monte Carlo simulation model. The model incorporates key assumptions including the Company’s stock price, risk-free interest rate, expected volatility, credit-risk adjusted discount rate, and the specific terms of each conversion feature (including floor price, cap, and VWAP-based pricing). Due to the significant use of unobservable inputs, these derivative liabilities are classified within Level 3 of the fair value hierarchy.
The following tables summarize the key inputs used in the valuation of the embedded derivatives at June 30, 2026, and on December 31, 2025:
| Schedule of summary of valuation allowance | ||||
| Assumption | June 30, 2026 | |||
| Valuation technique | Binomial (lattice model) | |||
| Risk-free interest rate (cont. comp.) | % | |||
| Expected volatility | % | |||
| Default intensity | % | |||
| Stock price at valuation date | $ | |||
| Dividend yield | % | |||
| Assumption | December 31, 2025 | |||
| Valuation technique | Monte Carlo Simulation | |||
| Risk-free interest rate (cont. comp.) | % | |||
| Expected volatility | % | |||
| Credit-risk adjusted rate | % | |||
| Time to maturity (years) | ||||
| Stock price at valuation date | $ | |||
| Dividend yield | % | |||
10. LAWSUIT LIABILITY
Gordon v. Digital Power Corporation
On or about November 21, 2019, the plaintiff filed a complaint against defendant, DPC, alleging wrongful termination and disability discrimination. The arbitration was conducted during October 2022. Aside from the opening and responding trial briefs, the arbitrator requested additional briefing on two subjects, undisclosed principal liability, and disclosed principal liability, both of which were submitted. In May 2023 the arbitrator entered a final award against the Company and in favor of Mr. Gordon in the amount of $1.1 million inclusive of interest, legal fees, administrative fees and expenses. Interest on the net damages portion of the award of approximately $294,000 accrues at 10% per annum.
The Company has recorded a lawsuit liability of $
| 12 |
11. LEASES
Office and Warehouse Leases and Sublease
The components of net operating lease expenses, recorded within operating expenses on the Company's condensed consolidated statements of operations for the three and six months ended June 30, 2026, and 2025, were as follows:
| Schedule of lease cost | ||||||||
| Three Months Ended June 30, 2026 | Six Months Ended June 30, 2026 | |||||||
| Operating lease cost | $ | $ | ||||||
| Less: Sublease income | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
The Company entered a
On March 30, 2026, the Company entered a short-term sublease agreement commencing April 1, 2026 and expiring January 31, 2027 with Microsource Inc. which is a related party. The sublease is for 38% of the Company’s office and warehouse space and has been recorded as a reduction in operating lease cost.
12. RELATED PARTY TRANSACTIONS
The Company is a controlled subsidiary of Hyperscale, and as a result Hyperscale and its subsidiaries are deemed related parties.
Allocation of General Corporate Expenses
Hyperscale provides human resources,
accounting and other services to the Company, which are included as allocations of these expenses. The allocation method calculates
an appropriate share of other overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable
and consistently applied. Costs incurred in connection with the allocation of these costs are reflected in selling, general and
administrative of $
Related Party Notes and Advances Payable
Related party notes and advances payable were used for working capital purposes and were comprised of the following:
| Schedule of related party notes payable | ||||||||||||||||
| Interest rate | Due date | Credit Limit | June 30, 2026 | December 31, 2025 | ||||||||||||
| Hyperscale advances payable | Demand | $ | $ | $ | ||||||||||||
| Hyperscale advances accrued interest | ||||||||||||||||
| Chief Executive Officer | Default | |||||||||||||||
| Total related party notes and advances payable | $ | $ | ||||||||||||||
The Hyperscale advance payable provides a
credit limit on cash advanced, excluding accrued interest, of $
Summary of interest expense, related party, recorded on the condensed consolidated statement of operations:
| Schedule of interest expense, related party | For the Three Months Ended | For the Six Months Ended | ||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Interest expense, related party | $ | $ | $ | $ | ||||||||||||
| 13 |
13. LOSS PER SHARE
Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following:
| Schedule of anti dilutive securities excluded from computation of earnings per share | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Convertible notes payable | - | |||||||
| Convertible preferred stock | ||||||||
| Total | ||||||||
| 14 |
14. SEGMENT INFORMATION
Disclosures regarding the Company’s reportable segment with reconciliations to consolidated totals are presented below:
| Schedule of segment reporting | ||||||||||||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Manufacturing costs | ||||||||||||||||
| Distribution costs | ||||||||||||||||
| Inventory adjustment | ||||||||||||||||
| EV chargers | ||||||||||||||||
| Other | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development: | ||||||||||||||||
| Payroll and benefits | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Other research and development | ||||||||||||||||
| Total research and development | ||||||||||||||||
| Selling and marketing: | ||||||||||||||||
| Payroll and benefits | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Other selling and marketing | ||||||||||||||||
| Total selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Payroll and benefits | ||||||||||||||||
| Professional fees and outside services | ||||||||||||||||
| Occupancy costs | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Total general and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “approximate,” “might,” “budget,” “forecast,” “shall,” “project,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or our ability to successfully remediate the material weakness in our internal control over financial reporting in an appropriate and timely manner or at all, and the other factors described under “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K filed with the SEC on March 31, 2026. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.
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Plan of Operations
We are a premium custom power products and emerging electric vehicle (“EV”) electrification infrastructure solutions company, through our wholly owned subsidiaries Digital Power Corporation (‘DPC”) and TOG Technologies Inc. (“TOGT”), design, develop, manufacture and sell highly engineered, feature-rich, high-grade-power conversion and power system solutions to diverse industries and markets including e-Mobility, medical, military, telecommunications, and industrial as well as design and provide a line of advanced EV charging solutions. Through DPC, we provide solutions which leverage a combination of low leakage power emissions, very high-power density with power efficiency, flexible design leveraging customized firmware and short time to market. Our designed and manufactured, highly engineered, precision power conversion and control solutions serve mission-critical applications and processes. Through TOGT, we market and sell a line of scalable EV residential, commercial and ultra-fast charging products and comprehensive charging management software and network services. The business represents a natural outgrowth from our proprietary core power technologies to optimizing the design and performance of EV charging solutions.
Our strategy is to be the supplier of choice across numerous markets that require high-quality power system solutions where custom design, superior products, high quality, time to market and competitive prices are critical to business success. We believe that we provide advanced custom product design services to deliver high-grade products that reach a high level of efficiency and density and can meet rigorous environmental requirements. Our customers benefit from a direct relationship with us that supports all their needs for designing and manufacturing power solutions and products. By implementing our proprietary core technology, including process implementation in integrated circuits, we can provide cost reductions to our customers by replacing their existing power sources with our custom design cost-effective products.
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Results of Operations
For the Three Months Ended June 30, 2026, and 2025:
| 2026 | 2025 | Change ($) | Change (%) | |||||||||||||
| Revenue | $ | 1,754,000 | $ | 1,692,000 | $ | 62,000 | 4 | % | ||||||||
| Cost of revenue | 933,000 | 1,011,000 | (78,000 | ) | (8 | )% | ||||||||||
| Gross profit | 821,000 | 681,000 | 140,000 | 21 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 734,000 | 936,000 | (202,000 | ) | (22 | )% | ||||||||||
| Selling and marketing | 241,000 | 249,000 | (8,000 | ) | (3 | )% | ||||||||||
| Total operating expenses | 975,000 | 1,185,000 | (210,000 | ) | (18 | )% | ||||||||||
| Operating loss | (154,000 | ) | (504,000 | ) | 350,000 | 69 | % | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense, related party | 171,000 | 138,000 | 33,000 | (24 | )% | |||||||||||
| Interest expense | 80,000 | 7,000 | 73,000 | (182 | )% | |||||||||||
| Change in fair value of embedded derivative liabilities | (59,000 | ) | - | (59,000 | ) | (100 | )% | |||||||||
| Total other expense | 192,000 | 145,000 | 47,000 | 32 | % | |||||||||||
| Loss before income taxes | (346,000 | ) | (649,000 | ) | 303,000 | 47 | % | |||||||||
| Income tax provision | 2,000 | 2,000 | - | |||||||||||||
| Net loss | $ | (348,000 | ) | $ | (651,000 | ) | $ | 303,000 | ||||||||
Revenue and Gross (Loss) Profit
During the three-month period ended June 30, 2026, we had revenues of $1,754,000 and gross profits of $821,000 which is fairly comparable to the three-month period ended June 30, 2025.
Net Loss and Operating Expenses
During the three months ended June 30, 2026, our net loss decreased by $303,000 compared to the three-month period ended June 30, 2025, primarily due to increases of $140,000 in gross profits, reductions of approximately $139,000 in occupancy costs, a $59,000 benefit from fair value adjustments, $44,000 decrease in software expenses and a $35,000 reduction in engineering costs, somewhat offset by an increase in interest expenses of $106,000 compared to the three-month period ended June 30, 2025.
For the Six Months Ended June 30, 2026, and 2025:
| 2026 | 2025 | Change ($) | Change (%) | |||||||||||||
| Revenue | $ | 3,490,000 | $ | 3,284,000 | $ | 206,000 | 6 | % | ||||||||
| Cost of revenue | 1,856,000 | 1,873,000 | (17,000 | ) | (1 | )% | ||||||||||
| Gross profit | 1,634,000 | 1,411,000 | 223,000 | 16 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 1,860,000 | 1,831,000 | 29,000 | 2 | % | |||||||||||
| Selling and marketing | 549,000 | 232,000 | 55,000 | 11 | % | |||||||||||
| Total operating expenses | 2,409,000 | 2,325,000 | 84,000 | 4 | % | |||||||||||
| Operating loss | (775,000 | ) | (914,000 | ) | 139,000 | 15 | % | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense, related party | 341,000 | 262,000 | 79,000 | (30 | )% | |||||||||||
| Interest expense | 130,000 | 14,000 | 116,000 | (829 | )% | |||||||||||
| Change in fair value of embedded derivative liabilities | (127,000 | ) | - | (127,000 | ) | (100 | )% | |||||||||
| Total other expense | 344,000 | 276,000 | 68,000 | 25 | % | |||||||||||
| Loss before income taxes | (1,119,000 | ) | (1,190,000 | ) | 71,000 | 25 | % | |||||||||
| Income tax provision | 2,000 | 2,000 | - | |||||||||||||
| Net loss | $ | (1,121,000 | ) | $ | (1,192,000 | ) | $ | 71,000 | ||||||||
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Revenue and Gross (Loss) Profit
During the six-month period ended June 30, 2026, we had increased revenues of $206,000 and increased gross profits of $223,000 compared to the six-month period ended June 30, 2025, primarily due to increased revenues from our commercial customers of $283,000, somewhat offset by decreased revenues of $62,000 and $15,000 from our defense and medical customers, respectively than the six-month period ended June 30, 2025.
Net Loss and Operating Expenses
During the six months ended June 30, 2026, our net loss decreased by $71,000 compared to the six-month period ended June 30, 2025. In addition to the increase in gross profit described above, the decrease was primarily due to a $127,000 benefit from fair value adjustments and a $88,000 decrease in software expenses, somewhat offset by an increase of $195,000 in interest expenses primarily from the new $1,100,000 of convertible debt, increased professional fees and outside services of $108,000, and an increase in marketing expenses of $55,000 compared to the six-month period ended June 30, 2025.
Liquidity and Capital Resources
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our products. Our inability to continue as a going concern could have a negative impact on our Company, including our ability to obtain the necessary financing. In view of these matters, there is substantial doubt about our ability to continue as a going concern. We intend to finance our future development activities and its working capital needs largely through advances from Hyperscale, the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. As of June 30, 2026, we had cash and cash equivalents of $.0.1 million and negative working capital of $9.3 million.
Securities Purchase Agreement
On October 29, 2025, the Company entered into a Securities Purchase Agreement with SJC Lending LLC, pursuant to which the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $ 1,650,000 for a total purchase price of up to $ 1.5 million.
The Agreement provides that the Loan shall be conducted through seven (7) separate tranche closings, provided, that SJC has the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement.
Pursuant to the Agreement, the second tranche closed on January 9, 2026, the third tranche closed on January 30,2026, the fourth and fifth tranches on March 27, 2026, and the sixth on June 5, 2026. These closings consisted of the issuance of Convertible Notes to SJC in the total principal face amount of $1,100,000, for a total purchase price of $1,000,000. The convertible notes accrue interest at 12% per annum and will mature one year from issuance of the notes. The convertible notes are convertible into shares of the Company’s common stock at any time at a conversion price of $0.035 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.
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Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported revenues and expenses recognized during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to our financial statements.
Recently Issued Accounting Pronouncements
Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a significant effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Because we are a smaller reporting company, this section is not applicable.
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ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As of June 30, 2026, our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based upon their evaluation, our principal executive officer and our principal financial officer concluded that, solely as a result of the material weaknesses identified by management and described below, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Management has identified the following material weakness which caused management to conclude that as of June 30, 2026, our internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level.
We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The company’s primary user access controls to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively.
Management evaluated the impact of our failure to have segregation of duties and concluded that the control deficiency represented a material weakness.
While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure in human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. In the event our Chief Executive Officer or Chief Financial Officer, our certifying officers under the Sarbanes-Oxley Act of 2002 (the “SOX”), or our independent registered public accounting firm determines our internal controls over financial reporting are not effective as defined under Section 404 of SOX, we may be unable to produce reliable financial reports or prevent fraud, which could materially harm our business. In addition, we may be subject to sanctions or investigation by government authorities or self-regulatory organizations, such as the SEC or the Financial Industry Regulatory Authority (“FINRA”). Any such actions could affect investor perceptions of our company and result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is currently involved in litigation arising from matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.
Certain of these outstanding matters include speculative or indeterminate monetary amounts. We record an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of loss related to such matters.
With respect to our outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
ITEM 1A. RISK FACTORS.
Because we are a smaller reporting company, this section is not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES OR USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
| 21 |
ITEM 6. EXHIBITS.
| Exhibit No. |
Exhibit Description | |
| 3.1 | Amended and Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 31, 2023. | |
| 3.2 | Certificate of Amendment filed with the Nevada Secretary of State on December 21, 2023. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 18, 2024. | |
| 3.3 | By-Laws. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed April 13, 2021. | |
| 3.4 | Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 18, 2024. | |
| 3.5 | Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022. | |
| 3.6 | Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on March 21, 2024. | |
| 3.7 | Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on April 22, 2024. | |
| 3.8 | Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock, filed with the Nevada Secretary of State on August 9, 2024. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed August 15, 2024. | |
| 4.1 | Form of Convertible Note. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed October 29, 2025. | |
| 10.1 | Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 21, 2023. | |
| 10.2 | Purchase Agreement dated July 25, 2024, by and between TurnOnGreen, Inc. and GCEF Opportunity Fund, LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2024. | |
| 10.3 | Form of Amendment to Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 2, 2024. | |
| 10.4 | Securities Purchase Agreement dated October 29, 2025, by and between TurnOnGreen, Inc. and SJC Lending LLC. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 29, 2025. | |
| 10.5 | Form of IP Security Agreement. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed October 29, 2025. | |
| 10.6 | Form of Security Agreement. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed October 29, 2025. | |
| 10.7 | Form of Pledge Agreement. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed October 29, 2025. | |
| 31.1* | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
| 31.2* | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
| 32.1** | Certification of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Filed herewith.
** This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: August 13, 2026
| TURNONGREEN, INC. | |
| By: /s/ Amos Kohn | |
| Amos Kohn | |
| Chief Executive Officer | |
| (Principal Executive Officer) and | |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
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