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.