S-1: TurnOnGreen Registers Shares for Resale Amid Going Concern Doubts

TurnOnGreen, Inc. filed an S-1 registration statement for the resale of up to 47,142,858 common shares by a selling stockholder, while reporting recurring losses and a going concern qualification from its auditors.

Summary

• TurnOnGreen, Inc. (TOGI), through its subsidiaries Digital Power Corporation (DPC) and TOG Technologies, Inc. (TOGT), designs and manufactures power electronic solutions for mission-critical applications and electric vehicle (EV) charging solutions.
• The company filed an S-1 registration statement for the resale of up to 47,142,858 shares of common stock by SJC Lending LLC, which are issuable upon the conversion of convertible promissory notes.
• For the nine months ended September 30, 2025, revenue increased by 33% to $5,026,000 from $3,751,000 in the prior year period.
• Gross profit for the nine months ended September 30, 2025, increased by 18% to $2,128,000 from $1,801,000 in the prior year period.
• Net loss for the nine months ended September 30, 2025, decreased by 22% to $(1,701,000) from $(2,193,000) in the prior year period.
• As of September 30, 2025, the company had cash and cash equivalents of $67,000 and negative working capital of $7.9 million.
• The company has incurred recurring net losses and its auditors have issued a going-concern qualification, raising substantial doubt about its ability to continue operations.
• On October 29, 2025, the company entered into a Securities Purchase Agreement with SJC Lending LLC for up to $1,650,000 in convertible promissory notes, with an initial tranche of $440,000 already funded.

Sentiment

Score: 3

Explanation: While the company shows revenue growth and a reduction in net loss, it faces severe financial distress, including recurring losses, negative working capital, and a going concern qualification. Significant dilution risk from recent financing, coupled with operational challenges, supply chain vulnerabilities, and internal control weaknesses, indicates a highly speculative and risky investment.

Positives

• Revenue increased by 33% to $5,026,000 for the nine months ended September 30, 2025, compared to $3,751,000 for the same period in 2024.
• Gross profit increased by 18% to $2,128,000 for the nine months ended September 30, 2025, compared to $1,801,000 for the same period in 2024.
• Net loss decreased by 22% to $(1,701,000) for the nine months ended September 30, 2025, compared to $(2,193,000) for the same period in 2024.
• Increased sales of approximately $779,000 from significant defense industry customers and approximately $819,000 from commercial customers contributed to revenue growth for the nine months ended September 30, 2025.
• Selling and marketing expenses decreased by $282,000 for the nine months ended September 30, 2025, compared to the same period in 2024.
• The company highlights competitive strengths including custom-made products, specialized technical expertise, a diverse product and customer base, minimal non-recurring engineering expenses, and an emphasis on product design development.

Negatives

• The company has incurred recurring net losses and negative working capital of $7.9 million as of September 30, 2025.
• Auditors have issued a going-concern qualification, indicating substantial doubt about the company's ability to continue operations without obtaining additional capital.
• The company relies heavily on external financing, and future debt or equity financings may not be available on acceptable terms or at all, potentially leading to significant dilution or restrictive covenants.
• A write-off of $763,000 in EV-related assets occurred during the year ended December 31, 2024, due to the EV charging business not performing to expectations.
• Increased costs for components sourced from China and related tariffs negatively impacted gross profit for the three months ended September 30, 2025.
• Weaknesses in internal controls and financial reporting processes were identified as of December 31, 2024, including insufficient accounting resources, inadequate revenue recognition policies, and deficiencies in accounting for complex financial instruments and related party transactions.
• The company is dependent on a few major customers for a majority of its revenues, and the loss or reduction of purchases from any of these customers would significantly reduce revenues.
• The Convertible Notes accrue interest at 12% per annum, increasing to 20% upon an event of default, and are secured by substantially all of the company's assets, limiting financial flexibility.

Risks

• The company has incurred recurring losses, expects to continue incurring losses, and its auditors have issued a going-concern qualification, raising substantial doubt about its ability to continue operations without obtaining additional capital.
• Reliance on external financing, with future debt or equity financings potentially unavailable on acceptable terms or resulting in significant dilution or restrictive covenants.
• The evolving business model, particularly the focus on EV charging, may increase operational complexity, strain internal resources, and make forecasting future results more difficult.
• Growth strategy includes acquisitions, which expose the company to risks related to identifying suitable targets, integrating acquired businesses, achieving anticipated efficiencies, retaining key personnel, and maintaining customer relationships.
• Dependence on third-party suppliers and manufacturers, many located in China, Taiwan, and Israel, exposes operations to disruptions caused by tariffs, political instability, supply chain issues, or trade policy changes.
• Climate-related events, natural disasters, energy disruptions, or geopolitical instability may delay supply chains, impair operations, or reduce customer demand.
• Weaknesses in internal controls and financial reporting processes could impair the accuracy of financial statements and reduce investor confidence.
• The company's Common Stock has a limited trading market and may experience extreme price volatility, making it difficult for investors to sell shares at desired times or prices.
• The Common Stock may be considered a penny stock, subjecting it to heightened SEC rules and broker-dealer requirements, which can limit liquidity and reduce investor interest.
• Future issuances of Common Stock, whether pursuant to financings, warrant exercises, option exercises, or other transactions, may cause substantial dilution to existing stockholders.
• A small number of stockholders (Hyperscale Data, Inc.) may control a significant portion of outstanding shares and may influence or control important corporate decisions.
• The company may issue preferred stock without stockholder approval, which could have rights superior to those of Common Stockholders and could adversely affect the value of the Common Stock.
• Changes in U.S. and international fuel-economy standards, tax incentives, or regulatory policies may reduce demand for electric vehicles and related charging products.
• Declining EV demand or slower-than-expected adoption of EV technologies may reduce the need for the company's products and services.
• The company operates in a competitive, rapidly evolving industry with larger, better-capitalized competitors who may develop superior technologies, reduce prices, or capture market share.
• The EV industry is highly dependent on global supply chains, and disruptions in battery materials, electronics, or critical components could negatively affect demand and pricing.
• The company cannot rely on Hyperscale Data, Inc. or any affiliated entity to provide future financial assistance, capital support, or operational resources.
• Any financial instability, liquidity constraints, or strategic changes at Hyperscale Data, Inc. could adversely impact the company's operations, reputation, or ability to raise capital.
• Reliance on Hyperscale Data, Inc. for certain shared resources, relationships, or strategic initiatives may expose the company to risks outside its direct control and could materially impact its ability to execute its business plan.
• Conflicts of interest may arise between the company and Hyperscale Data, Inc., which could result in decisions not aligned with the interests of other stockholders.
• There could be a depressive effect on the market price from the sales of Common Stock upon conversion of the Convertible Notes or the perception that such sales could occur.
• Conversions of the Convertible Notes may result in substantial dilution, and the timing, volume, and discounted pricing of such conversions and resales could cause the market price of Common Stock to decline.
• Failure to effectively manage growth could harm business and operating results.
• Inability to successfully expand production capacity could result in material delays, quality issues, increased costs, and loss of business opportunities.
• Failure to anticipate and adequately respond to rapid technological changes in the industry, including evolving industry-wide standards, in a timely and cost-effective manner.
• Lengthy product development and sales cycles may result in significant expenditures before revenues are generated.
• Future results depend on the ability to maintain and expand existing sales channels and to build out marketing, business development, and sales functions.
• The sale of products is dependent upon the ability to satisfy the proprietary requirements of customers.
• Dependence upon a few major customers for a majority of revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products purchased, would significantly reduce revenues.
• Dependence on the electronic equipment industry means the company will be affected by the impact on that industry of current economic conditions.
• Anticipated growing international sales are subject to the risks of international business operations.
• Backlog is subject to reduction and cancellation and unavailability of raw materials used in products.
• Sales of legacy products, which account for a meaningful portion of revenues, are declining.
• Heavy dependence on senior management; a loss of a member of the senior management team could cause the stock price to suffer.
• Inability to identify, attract, train, and retain qualified personnel, especially design and technical personnel, would materially and adversely affect business and results of operations.
• Technology is generally unpatented, and others may seek to copy it, potentially having a material adverse effect on the competitive position.
• Failure of information technology infrastructure to operate effectively could adversely affect business.
• Insurance coverage and indemnity may be insufficient to cover potential liabilities faced due to the risks inherent in the products and services provided.
• Heavy reliance on information technology systems to operate the business; any disruptions or data breaches could have a material adverse effect.
• Dependence on a limited number of suppliers and key contract manufacturers who could disrupt business and technology development activities.
• Inability to procure necessary key components or raw materials, or purchasing excess/unusable inventory, increases the risk of reserve charges and reduces profitability.
• Dependence on international operators for a substantial portion of components and products, subject to uncertainties of international business operations.
• Significant risks and operational disruptions in transitioning to a new contract manufacturer could adversely affect business, results of operations, and customer relationships.
• Changes in U.S. and international trade policies, particularly with respect to China, and key trading countries, may adversely impact business and operating results.
• Disruption of manufacturing facilities or other operations or those of suppliers, or in the operations of customers, due to climate change, natural catastrophic events, public health crises, or terrorism could result in cancellation of orders, delays, or loss of customers.
• Changes in U.S. and international fuel economy standards, tax incentives, or regulatory policies may reduce demand for electric vehicles and related charging products.
• The EV market has historically benefited from rebates, tax credits, and other financial incentives; reduction, modification, or elimination of such benefits could cause reduced demand.
• The company is in a highly competitive EV charging services industry and may not be able to compete with many larger competitors with greater financial resources.
• Business is subject to risks associated with construction, cost overruns, and delays, and other contingencies that may arise in the course of completing installations.
• Failure to offer high-quality support to charging station owners and drivers would harm business and reputation.
• Reliance on charging station manufacturing and other partners; a loss of any such partner or interruption in production could have a material adverse effect.
• Reliance on third-party vendors and subcontractors for supply of components, assemblies, and services, leading to lack of control over availability or quality.
• Reliance on a third-party partner to provide certain manufacturing steps associated with some proprietary processes.
• Intense industry competition, price erosion, and product obsolescence could reduce profitability.
• Failure to satisfy customers' specific product quality, certification, or network requirements could disrupt business and harm financial condition.
• Historical financial information as a subsidiary of Hyperscale Data, Inc. may not be representative of results as an independent public company.
• There is a limited public market for Common Stock, and it may be thinly traded.
• Future sales, or the perception of future sales, of a substantial amount of Common Stock could depress the trading price.
• The rights of the holders of Common Stock may be impaired by the potential issuance of preferred stock.
• The company does not intend to pay dividends on Common Stock, requiring reliance on stock appreciation for any return on investment.
• Anti-takeover provisions in charter documents could discourage, delay, or prevent a change in control of the company.
• The regulation of penny stocks by the SEC and FINRA may have an effect on the tradability of securities.
• If securities analysts do not publish research or reports about the business or if they publish negative evaluations, the price of Common Stock could decline.
• Charter provides for limitations of director liability and indemnification of directors, officers, and employees.
• Operating results may vary from quarter to quarter.
• Changes in U.S. tax and other laws and regulations may adversely affect business.
• Sales and profitability may be affected by changes in economic, business, and industry conditions.
• Limited ability to protect proprietary information and technology may adversely affect the ability to compete, and products could infringe upon the intellectual property rights of others.
• If products contain defects, the market acceptance of products and reputation will be harmed and customers could seek to recover their damages.
• The elimination of monetary liability against directors, officers, and employees under law and the existence of indemnification rights may result in substantial expenditures by the company.

Future Outlook

The company expects to continue incurring operating and net losses each quarter until significant deliveries of its products begin. Future development activities and working capital needs are intended to be financed primarily through the sale of equity securities and additional funding from other sources, including term notes. The growth strategy focuses on advancing custom and integrated power electronic solutions, increasing market penetration, strengthening recurring revenue opportunities, developing strategic partnerships, and expanding EV charging products and network services.

Management Comments

• "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 strategy is to be the supplier of choice across numerous markets that require high-quality power system solutions where custom design, superior product, high quality, time to market and competitive prices are critical to business success."
• "Our mission is to maintain and expand our core power electronics business while leveraging the expertise gained in advanced power system development to support the growth of our EV charging solutions."
• "We believe this strategy positions us for sustainable long-term growth and allow us to continue serving as a recognized and trusted provider of advanced power technology."
• "Management has identified the following material weaknesses which have caused management to conclude that as of December 31, 2024, our internal control over financial reporting (ICFR) was not effective at the reasonable assurance level."

Industry Context

TurnOnGreen operates in two dynamic sectors: high-performance power electronics for mission-critical applications and the rapidly evolving electric vehicle (EV) charging market. In power electronics, the company faces intense competition and rapid technological change, requiring continuous investment in R&D. The EV charging industry is characterized by strong competition from larger, better-capitalized players, dependence on government incentives, and susceptibility to global supply chain disruptions for critical components like semiconductors and battery materials. The company's growth is highly contingent on broader EV adoption and the development of robust charging infrastructure, which itself is impacted by energy generation and grid capabilities.

Comparison to Industry Standards

• The company believes its AC/DC Open Frame series are among the industry's leading high-efficiency power switchers, available in compact formats and modular architectures.
• Its innovative DCFC platforms are capable of delivering an approximately full charge to a 250-mile range EV battery in roughly 35 minutes, depending on vehicle specifications.
• The company believes its power system solutions and advanced technology are superior to competitors' power supplies due to the use of the latest power technology processing and controls, making them highly customized and efficient.
• The power-to-volume ratio of its power solutions is highlighted as more compact compared to offerings from competitors.
• Competitors in the power solutions industry include Bel Fuse, Artesyn Embedded Technologies, TDK-Lambda, Delta Electronics, Murata, and Mean-Well Power Supplies, many of whom have greater fiscal and marketing resources and a more expansive geographic presence.
• Key competitors in the EV charging market include Tesla, ChargePoint, Blink Charging, EVGO, Electrify America, and Sema Connect, primarily focused on public open network charging solutions but diversifying into commercial and residential closed network sales.

Management Changes

Corporate Governance

Legal Proceedings

• Gordon v. Digital Power Corporation: An arbitrator entered a final award against Digital Power Corporation in May 2023 for $1.1 million, inclusive of interest, legal fees, administrative fees, and expenses, for wrongful termination and disability discrimination. Interest accrues at 10% per annum, and a lawsuit liability of $1.1 million is recorded as of September 30, 2025.
• The company is regularly subject to other claims, suits, regulatory and government investigations, and proceedings involving labor and employment, commercial disputes, and other matters. Management believes the amount or range of reasonably possible loss from these matters will not have a material adverse effect on the business, consolidated financial position, results of operations, or cash flows.

Related Party Transactions

• Hyperscale Data, Inc. (parent company) provides human resources, accounting, and other services, with allocated costs of $146,000 for the nine months ended September 30, 2025, and $401,000 for the fiscal year ended December 31, 2024.
• Related party receivables from sales to another Hyperscale subsidiary were $0 as of September 30, 2025, and $17,000 as of December 31, 2024.
• Related party notes and advances payable to Hyperscale Data, Inc. totaled $7,104,000 as of September 30, 2025, and $5,118,000 as of December 31, 2024, accruing interest at 10%.
• The Loan and Security Agreement with Hyperscale was amended on September 26, 2024, increasing the credit limit to $8.0 million and extending the maturity date to December 31, 2026.
• Related party interest expense was $414,000 for the nine months ended September 30, 2025, and $368,000 for the year ended December 31, 2024.
• Advances payable to the Chief Executive Officer totaled $26,000 (14% interest) and $25,000 (22% interest) as of September 30, 2025.
• A non-officer advance payable totaled $26,000 as of September 30, 2025.
• The Series A Convertible Redeemable Preferred Stock, with an aggregate stated value of $25 million, is held by a related party (Hyperscale). On August 9, 2024, the holder waived all accrued and future dividends in exchange for an increase in the liquidation preference to 125%.

Stakeholder Impact

• Shareholders face significant potential dilution from the conversion of up to 47,142,858 shares from the Convertible Notes, as well as future equity raises. The limited trading market and 'penny stock' status may hinder liquidity and price stability. Hyperscale Data, Inc.'s substantial control over voting matters limits the influence of other stockholders.
• Employees may be impacted by intense competition for talent, particularly in Silicon Valley, and challenges related to workplace practices, which could lead to attrition and difficulty in attracting qualified personnel.
• Customers could experience delays, quality issues, and dissatisfaction due to supply chain disruptions, limitations in production capacity, and the company's ability to meet specific product requirements.
• Creditors, particularly unsecured ones, face increased risk due to the company's recurring losses, negative working capital, and the going-concern qualification. The Convertible Notes are secured by substantially all company assets, potentially limiting recovery for other creditors in a default scenario.

Next Steps

• SJC Lending LLC is required to purchase the second tranche of Convertible Notes ($220,000 principal for $200,000) one month after the filing of this registration statement.
• SJC Lending LLC will purchase additional Convertible Notes ($990,000 principal for $900,000) in monthly increments after the SEC declares this registration statement effective, subject to certain conditions.
• The company plans to continue advancing its custom and integrated power electronic solutions across defense, aerospace, medical, industrial, telecommunications, and other mission-critical markets.
• It intends to grow revenue within its established customer base by expanding power system deployment and pursuing new opportunities through emerging projects.
• The company plans to increase recurring revenues through replacement units, system upgrades, firmware updates, value-added engineering support, and long-term service agreements.
• It will continue forming strategic partnerships to support the deployment of EV charging infrastructure and expand market reach.
• The company intends to continue scaling its EV charging hardware and software offerings to meet growing e-Mobility demand, including expanding its portfolio of Level 2 chargers and DCFC systems.
• The company may deploy a charger-as-a-service (CaaS) model that bundles hardware with subscription-based network access.
• The company may pursue acquisitions or investments that expand its technical capabilities, customer base, geographic reach, or product offerings.
• Management is implementing actions to strengthen internal control over financial reporting, including enhancing controls over inventory, revenue recognition, accounts receivable, and complex financial instruments.

Key Dates

Recommendation

TurnOnGreen, Inc. presents a highly speculative investment with significant downside risk. The company has a history of recurring net losses, negative working capital, and its auditors have issued a going-concern qualification, indicating fundamental financial instability. While revenue has grown, profitability remains elusive, and a substantial write-off of EV-related assets highlights challenges in a key growth segment. The recent convertible note financing, while providing capital, comes with high interest rates (up to 20% upon default) and significant dilution potential (up to 47,142,858 shares), further eroding shareholder value. The notes are secured by substantially all company assets, increasing risk for other creditors. Identified material weaknesses in internal controls and heavy reliance on a controlling related party (Hyperscale) introduce additional governance and operational risks. The stock's 'penny stock' status and limited trading market further compound liquidity and price volatility concerns. Given these severe financial, operational, and governance challenges, a seasoned investor would likely recommend a strong sell.

Keywords

Power Electronics, EV Charging, Electric Vehicles, SEC Filing, S-1 Registration, Convertible Notes, Going Concern, Supply Chain, Defense & Aerospace, Medical Devices, Telecommunications, Industrial, TOGI, Digital Power, TOG Technologies, Financial Results, Dilution, Risk Factors, Corporate Governance, Capital Raise