SCHEDULE: Activist Investor Group Discloses 6.2% Stake in TurnOnGreen

SJC Lending, LLC and Steven J. Caspi, along with JLA Realty Associates, LLC, have disclosed a 6.2% beneficial ownership stake in TurnOnGreen, Inc., signaling potential future engagement.

Summary

• SJC Lending, LLC and Steven J. Caspi (collectively, "Reporting Persons") have filed a Schedule 13D, disclosing beneficial ownership of 11,490,976 shares of TurnOnGreen, Inc. common stock.
• This represents approximately 6.2% of the Issuer's outstanding shares, based on 183,983,122 shares outstanding as of August 11, 2025.
• The shares were acquired through open market purchases by JLA Realty Associates, LLC between September 18, 2025, and September 30, 2025, for an aggregate purchase price of $238,644.
• The Reporting Persons intend to review their investment on a continuing basis and may seek to increase or decrease their position.
• Future actions could include engaging with management and the Board, discussing potential business combinations, financings, or dispositions, and making recommendations on capitalization, ownership, or Board structure.

Sentiment

Score: 7

Explanation: The filing indicates an activist investor taking a significant stake, which can be positive for shareholders if it leads to value-enhancing changes. However, it also introduces uncertainty regarding potential future actions and management engagement.

Positives

• A significant investor group has taken a substantial stake, potentially indicating confidence in the company's underlying value.
• The investor group explicitly states intentions to engage with management and the Board, which could lead to strategic improvements or value creation initiatives.

Negatives

• The filing does not present any immediate negative financial results or operational setbacks for TurnOnGreen, Inc.

Risks

• The Reporting Persons may sell some or all of their shares, engage in short selling, or other derivative transactions, which could put downward pressure on the stock price.
• Potential for activist investor engagement could lead to management distraction or disagreements over strategic direction.
• The use of working capital, which may include margin loans, introduces leverage risk for the Reporting Persons.

Future Outlook

The Reporting Persons intend to continuously review their investment and may take various actions, including increasing or decreasing their stake, engaging with management and the Board, and proposing changes to the company's capitalization, ownership, or Board structure. They also reserve the right to pursue business combinations, financings, or dispositions involving the Issuer.

Industry Context

This filing indicates an activist investor taking a significant stake in TurnOnGreen, Inc. Such actions are common across various industries when investors identify undervalued assets or opportunities for operational/strategic improvements. It suggests that the investor group believes there is potential for value creation within TurnOnGreen, Inc., possibly through strategic changes or improved governance, which is a recurring theme in public markets.

Comparison to Industry Standards

• The acquisition of a 6.2% stake by an activist investor group is a standard threshold for triggering a Schedule 13D filing, indicating a significant, non-passive investment.
• The stated intentions to engage with management and potentially propose changes align with typical activist investor playbooks seen in companies like Starboard Value's engagement with various public companies or Carl Icahn's historical activism.
• The aggregate purchase price of $238,644 for 11.49 million shares implies an average price of approximately $0.0207 per share, which is a relatively low price point, often characteristic of investments in smaller cap or distressed companies where activist intervention is sought.

Related Party Transactions

• SJC Lending, LLC and Steven J. Caspi (as Manager of SJC) are the Reporting Persons.
• JLA Realty Associates, LLC made the purchases, and Steven J. Caspi is also listed as Manager for JLA Realty Associates, LLC in the Joint Filing Agreement. This indicates a related party relationship where Steven J. Caspi controls both SJC Lending, LLC and JLA Realty Associates, LLC, and the shares purchased by JLA are beneficially owned by SJC/Caspi.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if activist engagement leads to positive strategic changes; conversely, uncertainty and potential volatility if disagreements arise or if the investor group liquidates its position.
• Management/Board: Increased scrutiny and potential pressure to implement changes proposed by the activist investor.
• Employees, Customers, Suppliers, Creditors: No direct immediate impact, but potential long-term effects depending on any strategic shifts or business combinations that may result from the activist engagement.

Next Steps

• The Reporting Persons will continue to review their investment in TurnOnGreen, Inc.
• They may increase or decrease their position in the Issuer.
• They may engage in communications with TurnOnGreen's management and Board of Directors.
• They may discuss potential business combinations, financings, or dispositions involving the Issuer.
• They may make recommendations or proposals concerning changes to the Issuer's capitalization, ownership structure, or Board composition.
• They may suggest improvements for the Issuer's financial and/or operational performance.

Key Dates

Recommendation

The disclosure of a significant activist stake by SJC Lending, LLC and Steven J. Caspi in TurnOnGreen, Inc. introduces both potential upside and uncertainty. While the investor group's stated intentions to engage with management and potentially propose strategic changes could unlock value, the specific nature and outcome of these actions are unknown. The possibility of the investor increasing or decreasing their position, or even engaging in short selling, adds a layer of unpredictability. Therefore, a 'hold' recommendation is appropriate for seasoned investors to observe how this activist engagement unfolds before making further investment decisions.

Keywords

TurnOnGreen, SJC Lending, Steven J. Caspi, JLA Realty Associates, Schedule 13D, Beneficial Ownership, Activist Investor, Common Stock, SEC Filing, Investment