10-K: TurnOnGreen Reports Revenue Growth Amidst Going Concern Doubt

TurnOnGreen, Inc. reported a 47% revenue increase to $7.2 million in 2025, driven by defense and commercial sales, while continuing to expand its EV charging solutions despite ongoing net losses and going concern doubts.

Summary

• TurnOnGreen, Inc. (TOGI) is an emerging provider of power electronic and electric vehicle (EV) charging solutions, operating through its wholly owned subsidiaries Digital Power Corporation (DPC) and TOG Technologies Inc. (TOGT).
• Revenue increased by 47% to $7.228 million in 2025 from $4.912 million in 2024.
• Gross profit rose by 56% to $3.319 million in 2025 from $2.122 million in 2024.
• Net loss decreased by 47% to $2.113 million in 2025 from $3.973 million in 2024.
• The company continues to operate with negative working capital, approximately $8.2 million as of December 31, 2025, and $8.6 million as of February 28, 2026.
• Substantial doubt exists regarding the company's ability to continue as a going concern due to recurring losses and insufficient cash flow from operations.
• EV charging products accounted for 17% of total revenues in 2025, up from 8% in 2024, indicating a strategic shift towards e-Mobility.
• The company relies on a few major customers, with three customers accounting for 24%, 15%, and 12% of total revenues in 2025.
• A material weakness in internal control over financial reporting related to insufficient accounting resources and segregation of duties was identified as of December 31, 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a high-risk investment due to persistent going concern issues, significant negative working capital, and reliance on related-party funding, despite notable revenue and gross profit growth.

Positives

• Revenue increased significantly by 47% to $7.228 million in 2025, driven by new and existing defense customers and commercial/telecom customers.
• Gross profit saw a substantial 56% increase to $3.319 million in 2025.
• Net loss decreased by 47% from $3.973 million in 2024 to $2.113 million in 2025.
• Operating loss improved by 62% from $(3.544) million in 2024 to $(1.334) million in 2025.
• The EV charging segment's revenue contribution grew from 8% in 2024 to 17% in 2025, reflecting progress in a key growth strategy.
• Backlog increased to $6.5 million in 2025 from $6.1 million in 2024.
• Previously identified material weaknesses in internal control related to inventory, revenue recognition, accounts receivable, complex financial instruments, and fair value estimates were remediated as of December 31, 2025.

Negatives

• The company has a history of annual net losses and expects to continue incurring operating and net losses.
• Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses and negative working capital of $8.2 million as of December 31, 2025, and $8.6 million as of February 28, 2026.
• Heavy dependence on a few major customers for a majority of revenues, posing a significant risk if any are lost or reduce purchases.
• A material weakness in internal control over financial reporting persists due to insufficient accounting function resources and inadequate segregation of duties.
• The company's technology is generally unpatented, making it vulnerable to competitors copying its innovations.
• The common stock trades on the Pink Open Market with an extremely limited trading market and high volatility, with a last reported sale price of $0.0280 on March 30, 2026.
• The Series A Preferred Stock, held by a related party (Hyperscale), has a stated value of $25 million and is redeemable in cash at the holder's option starting January 1, 2026, which could create a significant cash outflow.
• Related party notes and advances payable to Hyperscale increased to $7.803 million in 2025 from $5.118 million in 2024.

Risks

• History of annual net losses and anticipated continuing losses, negatively impacting business objectives and raising substantial doubt about the ability to continue as a going concern.
• Evolving business model with a focus on EV charging increases business complexity and places strain on management, operations, and financial resources.
• Inability to obtain funding on satisfactory terms, or at all; any financing obtained would dilute shareholders or impose burdensome financial restrictions.
• Acquisition growth strategy involves significant risk, including difficulty integrating acquired companies, potential disruption to ongoing business, and unknown liabilities.
• Failure to effectively manage growth could harm product quality and operating results.
• Inability to successfully expand production capacity could lead to material delays, quality issues, increased costs, and lost business opportunities.
• Failure to anticipate and adequately respond to rapid technological changes and evolving industry standards could render products obsolete.
• Lengthy product development and sales cycles, especially for new EVSE infrastructure, may result in significant expenditures before revenues are generated.
• Inability to maintain and expand existing sales channels and build out marketing, business development, and sales functions.
• Dependence on a relatively narrow range of products and proprietary customer requirements for the majority of revenue.
• High customer concentration, with a few major customers accounting for a substantial portion of revenues, making the company vulnerable to loss of these customers or reduced demand.
• Dependence on the electronic equipment industry, which is characterized by rapid technological change, product obsolescence, and significant demand fluctuations.
• Backlog is subject to reduction and cancellation, and unavailability of raw materials, which could negatively impact revenues.
• Sales of legacy products are declining, requiring successful development and sales of new products to maintain or increase revenues.
• Heavy dependence on senior management (Amos Kohn, Marcus Charuvastra) and key employees; loss of these individuals could adversely affect the business.
• Technology is generally unpatented, making it susceptible to copying by competitors and potentially limiting the ability to protect intellectual property.
• Failure of information technology infrastructure or security breaches (cyber-attacks) could adversely affect business, lead to liability, or damage reputation.
• Insurance coverage and indemnity may be insufficient to cover potential liabilities from products and services, especially for defense and medical applications.
• Dependence on contract manufacturers for timely procurement of electronic components, leading to risks of shortages, increased costs, and production delays.
• Reliance on international operations for a substantial portion of components and products, subject to uncertainties like trade barriers, tariffs, and geopolitical risks.
• Significant risks and operational disruptions in transitioning to a new contract manufacturer, including technical setbacks, quality issues, and supply chain disruptions.
• Disruption of manufacturing facilities or supply chain due to natural catastrophic events, public health crises, or terrorism.
• Changes in government incentives, emissions/fuel economy standards, and other regulatory policies may negatively impact the EV market and demand for products and services.
• Growth of the EV charging market depends on adequate charging infrastructure development, which is uncertain and requires substantial investment.
• Highly competitive EV charging services industry with larger competitors having greater financial resources.
• Risks associated with construction, cost overruns, and delays in completing installations of charging stations.
• Failure to offer high-quality support to charging station owners and drivers could harm business and reputation.
• Hyperscale's significant interest limits other shareholders' ability to influence matters and its interests may conflict with other shareholders.
• Historical financial information as a subsidiary of Hyperscale may not be representative of results as an independent public company.
• An active, liquid trading market for common stock does not exist and may not develop, limiting shareholders' ability to sell shares.
• Market price of common stock may be highly volatile and subject to wide fluctuations, with little relation to historical bid prices on the Pink Open Market.
• Future sales, or perception of future sales, of substantial amounts of common stock could depress the trading price.
• Rights of common stock holders may be impaired by potential issuance of preferred stock with superior rights.
• Regulation of penny stocks by SEC and FINRA may affect tradability of securities.
• Thinly traded common stock on the Pink Open Market, leading to minimal or non-existent trading activity.
• Failure to establish and maintain an effective system of internal control over financial reporting could lead to inaccurate financial reports or fraud.
• Reliance on third-party vendors and subcontractors for components, assemblies, and services, leading to risks in availability, quality, and potential disruptions.
• Intense industry competition, price erosion, and product obsolescence could reduce profitability.
• Inability to satisfy customer-specific product quality, certification, or network requirements could harm business.
• No intention to pay dividends on common stock; investors must rely on stock appreciation.
• Anti-takeover provisions in charter documents could discourage, delay, or prevent a change in control.
• If securities analysts do not publish research or publish negative evaluations, stock price could decline.
• Limitations of director liability and indemnification of directors, officers, and employees may result in substantial expenditures and discourage lawsuits.
• Operating results may vary from quarter to quarter due to factors like customer capital budgets and timing of large orders.
• Changes in U.S. tax and other laws and regulations may adversely affect the business.
• Sales and profitability may be affected by changes in economic, business, and industry conditions.
• Products could infringe upon intellectual property rights of others, resulting in costly claims.
• Shipping products with defects could harm market acceptance and reputation.

Future Outlook

The company anticipates continued evolution of its business model with a focus on the EV charging operating segment, expecting recurring subscription-based revenue from TOG Network Services and extended warranties to reach parity with one-time commercial charger hardware sales after approximately five years. Future success is dependent on securing substantial ongoing operating capital, primarily for EV components and inventory, and the ability to generate sufficient revenues from operations to fund working capital requirements, which is currently deemed extremely unlikely in the foreseeable future.

Management Comments

• Our primary growth focus is to continue advancing our custom and integrated power electronic solutions across defense, aerospace, medical, industrial, telecommunications, and other mission-critical markets.
• We intend to optimize our operating model by combining high-performance technology, differentiated engineering, and competitive pricing with customer-focused business models that support recurring revenue streams.
• We believe that Digital Power's power products are highly adaptive and feature digital power management and software configurations that allow them to achieve higher power efficiency to meet the requirements of both its customers and its original equipment manufacturers (OEMs).
• We expect demand for EV charging infrastructure to grow as the demand for EV charging infrastructure increases from fleet operators and municipalities in addition to utilities enhance grid capabilities.
• Based on current projections, we anticipate that recurring subscription-based revenue from TOG Network Services and extended warranties will reach parity with one-time commercial charger hardware sales (including EV700, EVP700, EV1100, and EVP1900 models) after approximately five years.
• We believe that we are successfully executing our strategic account focus, as evidenced by the award of second and third generation product development contracts from some of our customers.
• We believe that we are in a competitive position with our targeted customers that need a high-quality, compact product that can be readily modified to meet specific requirements.

Industry Context

StockSavvy.ai notes that TurnOnGreen operates in two dynamic sectors: high-grade power electronics for mission-critical applications and the rapidly expanding EV charging infrastructure market. The company's strong growth in power electronics, particularly defense, aligns with ongoing global defense spending. Its increasing focus on EV charging, moving from 8% to 17% of revenue, positions it in a market characterized by intense competition from established players like Tesla, ChargePoint, and Blink Charging, as well as significant reliance on government incentives and infrastructure investment. The company's strategy to target residential and commercial closed networks, where 85% of EV drivers charge, could offer a differentiated approach compared to competitors primarily focused on public open networks. However, the industry faces challenges from supply chain disruptions, component shortages, and evolving technological standards, which could impact TurnOnGreen's ability to scale and compete effectively.

Comparison to Industry Standards

• TurnOnGreen's power system solutions are believed to be superior to competitors' offerings (e.g., Bel Fuse, Artesyn Embedded Technologies, TDK-Lambda, Delta Electronics, Murata, Mean-Well Power Supplies) due to the use of the latest power technology processing and controls, resulting in highly customized and efficient products.
• The power-to-volume ratio of TurnOnGreen's power solutions is stated to be more compact compared to competitors, making them suitable for custom infrastructures.
• The company's ability to provide samples of modified power systems to OEM customers only a few days after initial consultation, with very low non-recurring engineering (NRE) expenses, is presented as an advantage over many competitors who charge for NRE.
• In the EVSE market, TurnOnGreen competes with major players like Tesla, ChargePoint, Blink Charging, EVGO, Electrify America, and Sema Connect, which primarily focus on public open networks. TurnOnGreen aims to differentiate by focusing on residential and commercial closed networks, where an estimated 85% of EV drivers charge.
• TurnOnGreen's innovative DCFC platforms can deliver an approximately full charge to a 250-mile range EV battery in roughly 35 minutes, depending on vehicle specifications, which is competitive with industry fast-charging benchmarks.

Management Changes

Corporate Governance

Legal Proceedings

• Gordon v. Digital Power Corporation: A final arbitration award of $1.1 million (inclusive of interest and legal fees) was entered against Digital Power Corporation in May 2023 for wrongful termination and disability discrimination. Interest accrues at 10% per annum. A lawsuit liability of $1.1 million is recorded as of December 31, 2025.
• The company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings in the ordinary course of business, which could result in fines, civil penalties, or other adverse consequences.

Related Party Transactions

• Hyperscale Data, Inc. (parent company) provides human resources, accounting, and other services, with allocated expenses of $196,000 in 2025 and $401,000 in 2024.
• Related party notes and advances payable to Hyperscale increased to $7,803,000 as of December 31, 2025, from $5,118,000 as of December 31, 2024, with a 10% interest rate.
• The Loan and Security Agreement with Hyperscale was amended on September 26, 2024, increasing the credit limit to $8,000,000 and extending the termination date to December 31, 2026.
• Advances payable to the Chief Executive Officer (Amos Kohn) totaled $51,000 as of December 31, 2025, with interest rates of 14% and 22% (default).
• Hyperscale beneficially owns approximately 18.6% of the common stock and 33.5 million shares underlying the Series A Preferred Stock, representing approximately 17% of the combined voting power.
• The Series A Preferred Stock, held by Hyperscale, has an aggregate stated value of $25 million and is redeemable in cash at the holder's option starting January 1, 2026.
• Related party sales to subsidiaries of Hyperscale were $0 in 2025 and $28,000 in 2024.
• Related party receivables from subsidiaries of Hyperscale were $0 in 2025 and $17,000 in 2024.

Stakeholder Impact

• Shareholders: Face significant dilution risk from potential future equity raises and convertible notes. Voting power is limited by Hyperscale's significant ownership and control over board elections. The stock trades on a highly illiquid market, making it difficult to sell shares. No dividends are expected.
• Employees: The company is committed to attracting and retaining talent, offering competitive total rewards programs. However, the material weakness in accounting resources could indicate operational strain.
• Customers: Benefit from custom-designed, high-grade power solutions and expanding EV charging infrastructure. However, supply chain disruptions and potential quality issues could impact customer satisfaction and delivery times.
• Creditors: Exposed to risk due to the company's recurring losses, negative working capital, and going concern doubt. Hyperscale is a major creditor through advances and convertible preferred stock.
• Management: Faces significant challenges in managing growth, addressing financial weaknesses, and navigating complex industry and regulatory environments.

Next Steps

• Continue advancing custom and integrated power electronic solutions across defense, aerospace, medical, industrial, and telecommunications markets.
• Invest in new product architectures, higher-density power conversion, software-managed controls, ruggedized electronics, and advanced form-factor designs.
• Increase market penetration with existing and new customers, expanding power system deployment across additional platforms and programs.
• Strengthen recurring revenue opportunities through replacement units, system upgrades, firmware updates, value-added engineering support, and long-term service agreements.
• Develop and expand strategic partnerships to support EV charging infrastructure deployment and market reach.
• Continue to scale EV charging hardware and software offerings, expanding the portfolio of Level 2 chargers and DCFC systems.
• Potentially deploy a charger-as-a-service (CaaS) model bundling hardware with subscription-based network access.
• For select EV charging locations, partner directly with commercial property owners under a cooperative revenue-sharing model.
• Pursue strategic acquisitions or investments that expand technical capabilities, customer base, geographic reach, or product offerings.
• Recruit and retain business development and sales personnel to execute on outreach and capture new business.
• Contract for marketing services to improve websites, manage public relations, and optimize social media presence.
• Market directly to consumers through software applications, e-commerce platforms, and digital advertising campaigns.
• Implement a new internal system to combine and streamline financial, accounting, human resources, and other functions.
• Address the material weakness in internal control over financial reporting related to insufficient accounting resources and segregation of duties.
• Establish in-house high-volume manufacturing capabilities for proprietary processes to reduce reliance on third-party partners for primary production.

Key Dates

Recommendation

Despite strong revenue and gross profit growth, TurnOnGreen faces severe financial distress, evidenced by recurring net losses, substantial negative working capital, and an explicit 'going concern' warning from its auditors and management. The company's heavy reliance on related-party funding, the potential for significant cash outflow from the Series A Preferred Stock redemption, and persistent internal control weaknesses create an exceptionally high-risk profile. The illiquid trading market for its penny stock further exacerbates investment risk. A seasoned investor would likely view these fundamental issues as outweighing any operational improvements, suggesting a 'sell' recommendation to avoid potential capital loss.

Keywords

power electronics, EV charging, electric vehicles, e-Mobility, power conversion, defense aerospace, medical healthcare, industrial telecommunications, SEC filing, 10-K, financial results, corporate governance, risk factors, supply chain, semiconductor shortage, going concern, capital raise, convertible notes, Hyperscale, Pink Open Market