Equibles

10-Q

TurnOnGreen, Inc. (TOGI)

10-Q 2024-11-14 For: 2024-09-30
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 10-Q

x QUARTERLY REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30,2024

¨ TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:

000-52140

TURNONGREEN, INC.

(Exact name of registrant as specified in itscharter)

Nevada 20-5648820
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
1421 McCarthy Blvd, Milpitas, CA 95035 (510) 657-2635
--- --- ---
(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. Yes x No ¨

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). Yes x No ¨

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 Non-accelerated Filer x Smaller reporting company
¨ Emerging growth company

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 ¨ No x

State the number of shares outstanding of each

of the issuer’s classes of common stock, as of the latest practicable date: 183,949,923 shares of common stock as of November 13, 2024.

TABLE OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 3
Condensed Consolidated Balance Sheet as of September 30, 2024, and December 31, 2023 3
Condensed Consolidated Statements of Operations for the three and<br> nine months ended September 30, 2024, and 2023 4
Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024, and 2023 5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024, and 2023 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 17
PART II – OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 1A. Risk Factors 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Mine Safety Disclosures 19
Item 5. Other Information 19
Item 6. Exhibits 20 
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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31, <br> 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents 33,000 $ 21,000
Accounts receivable 621,000 966,000
Inventories 1,087,000 1,339,000
Prepaid expenses 698,000 630,000
TOTAL CURRENT ASSETS 2,439,000 2,956,000
Property and equipment, net 338,000 358,000
Right-of-use assets 708,000 1,133,000
Other noncurrent assets 270,000 270,000
TOTAL ASSETS 3,755,000 $ 4,717,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable 696,000 $ 1,058,000
Dividends payable - 2,667,000
Accrued legal contingencies 1,066,000 1,066,000
Accrued expenses and other current liabilities 496,000 525,000
Operating lease liability, current 585,000 619,000
Related party notes and advances payable 4,509,000 2,472,000
TOTAL CURRENT LIABILITIES 7,352,000 8,407,000
LONG TERM LIABILITIES
Operating lease liability, non-current 201,000 631,000
Other long term liabilities 154,000 105,000
TOTAL LIABILITIES 7,707,000 9,143,000
COMMITMENTS AND CONTINGENCIES (NOTE 16)
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of 1,000 per share as of September 30, 2024, and December 31, 2023, respectively 25,000,000 25,000,000
SHAREHOLDERS’ DEFICIT:
Common Stock, par value 0.001 a share; 2,000,000,000 shares authorized as of September 30, 2024, and December 31, 2023: 183,943,705 shares issued and outstanding on September 30, 2024, and 183,941,422 as of December 31, 2023, respectively 184,000 184,000
Additional paid-in capital 17,182,000 13,504,000
Accumulated deficit (46,318,000 ) (43,114,000 )
TOTAL SHAREHOLDERS’ DEFICIT (28,952,000 ) (29,426,000 )
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT 3,755,000 $ 4,717,000

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended<br> September 30, Nine Months Ended<br> September 30,
2024 2023 2024 2023
Revenue $ 1,290,000 $ 1,166,000 $ 3,751,000 $ 2,766,000
Cost of revenue 615,000 1,138,000 1,950,000 2,430,000
Gross profit 675,000 28,000 1,801,000 336,000
Operating expenses:
General and administrative 812,000 766,000 2,408,000 2,819,000
Selling and marketing 326,000 339,000 1,019,000 1,151,000
Research and development 97,000 97,000 310,000 304,000
Total operating expenses 1,235,000 1,202,000 3,737,000 4,274,000
Operating loss (560,000 ) (1,174,000 ) (1,936,000 ) (3,938,000 )
Other expense:
Interest expense, related party 100,000 25,000 257,000 114,000
Total other expense 100,000 25,000 257,000 114,000
Net loss (660,000 ) (1,199,000 ) (2,193,000 ) (4,052,000 )
Preferred Dividends - (511,000 ) (1,011,000 ) (1,517,000 )
Net (loss) available to common shareholders $ (660,000 ) $ (1,710,000 ) $ (3,204,000 ) $ (5,569,000 )
Net loss per common share basic and diluted: $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.03 )
Weighted average common shares, basic and diluted 183,943,705 180,759,511 183,943,208 175,412,602

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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TURNONGREEN INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGESIN SHAREHOLDERS’ DEFICIT

(Unaudited)

Three Months Ended September 30, 2024

Common Stock Additional<br><br>Paid in Accumulated Total<br><br>Shareholders’
Shares Amount Capital Deficit Deficit
Balance, July 1, 2024 183,943,705 184,000 13,504,000 (45,658,000 ) (31,970,000 )
Forgiveness of accrued dividends - - 3,678,000 - 3,678,000
Net loss - - - (660,000 ) (660,000 )
Balance, September 30, 2024 183,943,705 $ 184,000 $ 17,182,000 $ (46,318,000 ) $ (28,952,000 )

Three Months Ended September 30, 2023

Common Stock Additional<br><br>Paid in Accumulated Total<br><br>Shareholders’
Shares Amount Capital Deficit Deficit
Balance, July 1, 2023 172,694,837 173,000 13,460,000 (40,111,000 ) (26,478,000 )
Common stock issued upon conversion of convertible notes 11,241,370 11,000 44,000 - 55,000
Issuance of common stock upon exercise of warrants 1,625 - - - -
Preferred dividends - - - (511,000 ) (511,000 )
Net loss - - - (1,199,000 ) (1,199,000 )
Balance, September 30, 2023 183,937,832 $ 184,000 $ 13,504,000 $ (41,821,000 ) $ (28,133,000 )

Nine Months Ended September 30, 2024

Common Stock Additional<br><br>Paid in Accumulated Total<br><br>Shareholders’
Shares Amount Capital Deficit Deficit
Balance, January 1, 2024 183,941,422 184,000 13,504,000 (43,114,000 ) (29,426,000 )
Common stock issued upon exercise of warrants 2,283 - - - -
Preferred dividends - - - (1,011,000 ) (1,011,000 )
Forgiveness of accrued dividends - - 3,678,000 - 3,678,000
Net loss - - - (2,193,000 ) (2,193,000 )
Balance, September 30, 2024 183,943,705 $ 184,000 $ 17,182,000 $ (46,318,000 ) $ (28,952,000 )

Nine Months Ended September 30, 2023

Common Stock Additional<br><br>Paid in Accumulated Total<br><br>Shareholders’
Shares Amount Capital Deficit Deficit
Balance, January 1, 2023 172,694,837 $ 173,000 $ 12,691,000 $ (36,252,000 ) $ (23,388,000 )
Contribution from Parent - - 730,000 - 730,000
Fair value of warrants issued - - 39,000 - 39,000
Common stock issued upon conversion of convertible notes 11,241,370 11,000 44,000 - 55,000
Common stock issued upon exercise of warrants 1,625 - - - -
Preferred dividends - - - (1,517,000 ) (1,517,000 )
Net loss - - - (4,052,000 ) (4,052,000 )
Balance, September 30, 2023 183,937,832 $ 184,000 $ 13,504,000 $ (41,821,000 ) $ (28,133,000 ) 
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TURNONGREEN, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

For the Nine Months September 30,
Cash flows from operating activities: 2024 2023
Net (loss) $ (3,204,000 ) $ (5,569,000 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 68,000 68,000
Amortization of right-of-use assets 426,000 392,000
Amortization of debt and warrant discounts - 89,000
Inventory adjustment 46,000 743,000
Allocation of parent company overhead - 153,000
Changes in operating assets and liabilities
Accounts receivable 345,000 326,000
Prepaid expenses and other assets (64,000 ) (71,000 )
Inventory 206,000 (21,000 )
Accounts payable (362,000 ) 31,000
Accrued expenses and other current liabilities (29,000 ) 501,000
Dividends payable 1,011,000 1,517,000
Operating lease liabilities (415,000 ) (403,000 )
Net cash used in operating activities (1,972,000 ) (2,244,000 )
Cash flows from investing activities:
Purchase of property and equipment (53,000 ) (28,000 )
Cash used in investing activities (53,000 ) (28,000 )
Cash flows from financing activities:
Proceeds from related party advances, net of payments 2,037,000 1,385,000
Proceeds from contribution from parent - 577,000
Proceeds from issuance of warrants - 39,000
Proceeds from note payable - 211,000
Net cash provided by financing activities 2,037,000 2,212,000
Net decrease in cash and cash equivalents 12,000 (60,000 )
Cash at beginning of period 21,000 95,000
Cash at end of period $ 33,000 $ 35,000
Non-cash financing activities
Forgiveness of accrued dividends $ 3,678,000 $ -
Conversion of principal and interest on convertible<br>note $ - $ 55,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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TURNONGREEN, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

1. DESCRIPTION OF BUSINESS

Overview

TurnOnGreen, Inc. (formerly Imperalis Holding Corp.), a Nevada corporation (“TOG”), operates through its wholly owned subsidiaries, Digital Power Corporation and TOG Technologies, Inc. (“TOGT”). Together, they represent an emerging leader providing premium custom power products and electric vehicle (EV) infrastructure solutions. TOG focuses on the design, development, manufacturing, and sale of high-grade power conversion systems for mission-critical applications. Their advanced power solutions support industries such as medical, military, telecommunications, and industrial. Additionally, TOG provides EV charging equipment and services for the e-Mobility market, with applications spanning single-family homes, multifamily dwellings, hospitality, healthcare facilities, commercial properties, municipalities, schools, workplaces, and fleet operations.

TOG was incorporated in Nevada on April 5, 2005, and is a controlled subsidiary of Hyperscale Data, Inc. (formerly Ault Alliance, Inc.), a Delaware corporation (“Hyperscale”) and currently operates as a reporting segment of Hyperscale. On December 21, 2023, the Company changed its legal name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.”  pursuant to a certificate of amendment to its Articles of Incorporation filed with the Nevada Secretary of State on December 21, 2023. The Company also amended and restated its bylaws on January 11, 2024, to reflect the change in its name. The principal executive offices of the Company are located at 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

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 largely through 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. Although management believes that such capital sources will be available, there can be no assurances that financing will be available to the Company when needed in order 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 April 11, 2024.

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 April 11, 2024.

The Company does not expect that any recently issued accounting guidance will have a significant effect on its condensed consolidated financial statements.

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4. REVENUE DISAGGREGATION

The Company’s disaggregated revenues consisted of the following:

Schedule of disaggregated revenues
For the Three Months Ended <br> September 30, For the Nine Months Ended <br> September 30,
2024 2023 2024 2023
Primary Geographical Markets
North America $ 1,228,000 $ 1,076,000 $ 3,565,000 $ 2,402,000
Europe 1,000 66,000 15,000 77,000
Other 61,000 24,000 171,000 287,000
Total Revenue $ 1,290,000 $ 1,166,000 $ 3,751,000 $ 2,766,000
Major Goods
Power supply units $ 1,238,000 $ 1,075,000 $ 3,468,000 $ 2,544,000
EV chargers 52,000 91,000 283,000 222,000
Total Revenue $ 1,290,000 $ 1,166,000 $ 3,751,000 $ 2,766,000
Timing of Revenue Recognition
Revenue recognized over time $ 12,000 $ 4,000 $ 31,000 $ 10,000
Goods transferred at a point in time 1,278,000 1,162,000 3,720,000 2,756,000
Total Revenue $ 1,290,000 $ 1,166,000 $ 3,751,000 $ 2,766,000

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 <br> September 30, 2024 For the Nine Months Ended <br> September 30, 2024
Total Revenue Percentage of Total Revenue Percentage of
by Major Total Company by Major Total Company
Customers Revenue Customers Revenue
Customer A $ 549,000 45 % $ 1,373,000 37 %
For the Three Months Ended <br> September 30, 2023 For the Nine Months Ended <br> September 30, 2023
--- --- --- --- --- --- --- --- --- --- ---
Total Revenue Percentage of Total Revenue Percentage of
by Major Total Company by Major Total Company
Customers Revenue Customers Revenue
Customer A $ 386,000 33 % $ 419,000 15 %
Customer B $ 117,704 10 % $ 359,000 13 %

5. 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
September 30, 2024 December 31, 2023
Customer A 42 % 35 %
Customer B 14 % - %
Customer C - % 18 % 
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6. PROPERTY AND EQUIPMENT, NET

As of September 30, 2024, and December 31, 2023, property and equipment consisted of the following:

Schedule of property and equipment
September 30, 2024 December 31, 2023
Machinery and equipment $ 649,000 $ 649,000
Leasehold improvements, furniture and equipment 229,000 217,000
EV chargers 182,000 141,000
Gross property and equipment 1,060,000 1,007,000
Less: accumulated depreciation and amortization (722,000 ) (649,000 )
Property and equipment, net $ 338,000 $ 358,000

Depreciation and amortization expenses related

to property and equipment was $17,000 and $23,000 for the three months ended September 30, 2024, and 2023, respectively. Depreciation and amortization expenses related to property and equipment was $68,000 and $68,000 for the nine months ended September 30, 2024, and 2023, respectively.

7. INVENTORIES

As of September 30, 2024, and December 31, 2023, inventories consisted of:

Schedule of inventories
September 30, 2024 December 31, 2023
Raw materials, parts and supplies $ 452,000 $ 878,000
Finished products 635,000 461,000
Total inventories $ 1,087,000 $ 1,339,000

8. LEASES

Office and Warehouse Leases and Sublease

During the nine months ended September 30, 2024,

and 2023 the Company was a lessee as well as a sublessor for a certain office space lease. No residual value guarantees have been provided by the sublessee and the Company recognized $25,000 and $25,000 of income related to the sublease for the three months ended September 30, 2024, and 2023, respectively. The Company recognized $75,000 and $61,000 of income related to the sublease for the nine months ended September 30, 2024, and 2023, respectively. Fixed sublease payments received are recognized on a straight-line basis over the sublease term and netted against operating lease expenses.

The components of net operating lease expenses, recorded within operating expenses on the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2024, and 2023, were as follows:

Schedule of lease cost
Three Months Ended <br> September 30, 2024 Nine Months Ended <br> September 30, 2024
Operating lease cost $ 162,000 $ 486,000
Less: Sublease income (25,000 ) (75,000 )
Total $ 137,000 $ 411,000
Three Months Ended <br> September 30, 2023 Nine Months Ended <br> September 30, 2023
--- --- --- --- --- --- ---
Operating lease cost $ 162,000 $ 461,000
Less: Sublease income (25,000 ) (61,000 )
Total $ 137,000 $ 400,000 
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9. RELATED PARTY TRANSACTIONS

The Company is a controlled subsidiary of Hyperscale, and as a result Hyperscale is deemed a related party.

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 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 $103,000 and $123,000 for the three months ended September 30, 2024, and 2023, respectively and $298,000 and $277,000 for the nine months ended September 30, 2024, and 2023, respectively. As of September 30, 2024, and 2023, $298,000 and $346,000, respectively were recorded in Hyperscale advance payable. As of September 30, 2023, $153,000 was recorded as Contribution from Parent in the statement of changes in shareholders’ deficit.

Hyperscale has made capital contributions to

the Company of $0 and $577,000 for general corporate purposes for the nine months ended September 30, 2024, and 2023, respectively. Total Contributions from Parent are $0 and $730,000 as of September 30, 2024, and 2023, respectively.

Related Party Sales and Receivables

The Company recognized related party sales revenue

during each of the three and nine months ended September 30, 2024, of $0, and $4,000 for each of the three and nine-months ended September 30, 2023. As of September 30, 2024, and December 31, 2023, the Company had related party receivables of $0.

Related Party Notes and Advances Payable

Related party notes and advances payable were used for working capital purposes and on September 30, 2024, and December 31, 2023, were comprised of the following:

Schedule of related party notes payable
Interest <br> rate Due date September 30,<br> 2024 December 31,<br> 2023
Hyperscale advance payable 10% - $ 4,453,000 $ 2,407,000
Chief Executive Officer 14% Default 46,000 51,000
Non-officer advance payable - - 10,000 14,000
Total related party notes and advances payable $ 4,509,000 $ 2,472,000

The Hyperscale advance payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

On September 26, 2024, the Company entered into

an amendment to the Loan and Security Agreement (the “Amendment”) with Hyperscale dated August 15, 2023 (the “Credit Agreement”). The Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount of up to $2,000,000 (the “Credit Limit”) through December 31, 2023 (the “Credit Termination Date”). All loans under the Credit Agreement (collectively, the “Advances”) were payable within five business days of a request by Hyperscale, and Hyperscale was not obligated to provide any further Advances after the Credit Termination Date.

Pursuant to the Amendment, the Company and Hyperscale have agreed to, among other things, amend the Credit Agreement to increase the Credit Limit to $8,000,000, extend the Credit Termination Date to December 31, 2026, and provide for additional loans made in excess of the initial Credit Limit to become Advances.

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 Nine Months Ended
September 30, September 30,
2024 2023 2024 2023
Interest expense, related party $ 100,000 $ 25,000 $ 257,000 $ 114,000

Cash paid for related party notes and

advances payable was $6,000 and $0 for the nine months ended September 30, 2024, and 2023, respectively.

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10. COMMITMENTS AND CONTINGENCIES

Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is 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, substantial or indeterminate monetary amounts. The Company records 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 the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as additional information becomes available. Significant judgment is required to determine both the likelihood of there being a loss, and the estimated amount of a loss related to such matters.

With respect to the Company’s outstanding litigation matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

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Non-cancelable Obligations

In the normal course of business, the

Company enters into non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud service arrangements. As of September 30, 2024, and December 31, 2023, the Company had outstanding non-cancellable purchase obligations with terms of one year or longer aggregating of $24,000 and $36,000, respectively.

11. LOSS PER SHARE

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company excluded the potential common stock equivalents outstanding from the calculation of diluted weighted average net loss per share for the three and nine months ended September 30, 2024, and 2023, which would be anti-dilutive due to the net loss from continuing operations in those periods.

Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following on September 30, 2024, and 2023:

Schedule of anti dilutive securities excluded from computation of earnings per share
September 30,
2024 2023
Warrants 140,961,864 116,088,045
Convertible preferred stock 1,250,000,000 312,812,813
Total 1,390,961,864 428,901,218

12. SHAREHOLDERS’ DEFICIT

Authorized Capital

The Company is authorized to issue 2 billion (2,000,000,000) shares of common stock, par value $0.001 per share and fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001 per share and the remaining authorized shares of preferred stock are “blank check” shares, which can be issued with various rights as determined by the Board. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of common stock of the Corporation, voting together as a single class.

Common Stock

The holders of the Company’s common stock have equal ratable rights to dividends from funds legally available therefore when, and if declared by the Company’s board of directors. Holders of common stock are also entitled to share ratably in all of the Company’s assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the Company’s affairs.

Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, all rights to vote and all voting power shall be vested in the holders of common stock. Each share of common stock shall entitle the holder thereof to one vote.

Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the common stock.

ELOC Purchase Agreement

On July 25, 2024, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with GCEF Opportunity Fund, LLC (“GCEF”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct GCEF to purchase up to an aggregate of $25.0 million of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) over the 36-month term of the ELOC Purchase Agreement and the Company will execute a warrant to purchase shares of Common Stock (“ELOC Warrant”), granting the GCEF the right to purchase Common Stock issuable upon the exercise of the ELOC Warrants, with an expiration date that is the third anniversary of the First Trading Day (as defined ELOC Purchase Agreement). Under the ELOC Warrant, GCEF has the right to buy up to 2% of our outstanding Common Stock within three business days after our Common Stock is publicly listed for trading on a U.S. national securities exchange or other trading platform.

The parties acknowledge and agree that in the first month following a listing of the shares for trading on the principal market or the consummation of a Reverse Merger Transaction (as defined in the ELOC Purchase Agreement), whichever is earlier the Company may, in its sole discretion, issue an advance notice (a “Draw Down Notice”) for a draw down amount directing GCEF to purchase any amount up to the Draw Down Limit (as described below).

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The Draw Down Limit shall not exceed four hundred percent (400%) of the average daily trading volume for the 30 trading days immediately preceding the date the Company delivers the Draw Down Notice and the Common Stock at a per-share amount equal to 90% of the average daily closing price during the draw down pricing period (as defined in the ELOC Purchase Agreement), for an aggregate maximum amount of $25,000,000 (the “Aggregate Limit”).

The number of shares that the Company can issue to GCEF from time to time under the ELOC Purchase Agreement shall not be more than 4.99% of the number of Common Shares issued and outstanding as of the date of such proposed issuance.

There have been no purchases during the nine months ended September 30,2024.

13. REDEEMABLE SERIES A PREFERRED STOCK – RELATED PARTY

There are 25,000 shares of Series A Preferred

Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $1,000, for an aggregate value of $25 million. The Series A Preferred Stock becomes redeemable in January 2026.

On August 9, 2024, the Company amended and restated its certificate

of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock (“Preferred Stock”). Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, waived all accrued and future dividends in exchange for an increase in the liquidation preference to 125%. This modification of the Preferred Stock resulted in a non-cash decrease in accrued dividends and a corresponding increase in additional paid in capital of $3,678,000.

On April 22, 2024, the Company amended its articles of incorporation. Pursuant to the Series A Amendment, the conversion price, for purposes of determining the number of votes the holder of Series A Preferred Stock is entitled to cast, shall not be lower than $0.072. Further, the price at which the Series A Preferred Stock shall become convertible into shares of common stock of the Company shall be equal to the greater of (i) $0.02 per share or (ii) eighty (80%) percent of the Market Price as at the Conversion Date.

14. WARRANTS

On April 29, 2024, the Company issued 24,954,170 warrants. Each warrant entitles the holder to purchase one share of common stock at a price of $.10 per share. Related parties received 7,082 of the warrants distributed.

Commitment Fee; Warrant

In consideration for GCEF’s execution of the ELOC Purchase Agreement, (note 12), the Company is required to issue to GCEF, as a commitment fee, a number of Common Stock equivalent to 2.0% of the Aggregate Limit or $0.5 million (“Commitment Fee Shares”), payable either in cash or freely tradeable Common Stock on the first trading day after 30 consecutive trading days commencing with the first trading day designated in each draw down notice. The draw down notice shall specify the draw down amount requested, set the threshold price for such draw down and designate the first trading day of the draw down pricing period that the Company wishes to grant to the purchaser during the draw down pricing period.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSISOF 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 April 11, 2024. 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.

Plan of Operations

We are an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products 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 product, 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.

Results of Operations

For the Three Months Ended September 30, 2024, and 2023:

2024 2023 Change () Change (%)
Revenue $ 1,290,000 $ 1,166,000 11 %
Cost of revenue 615,000 1,138,000 ) -46 %
Gross profit 675,000 28,000 2311 %
Operating expenses:
General and administrative 812,000 339,000 140 %
Selling and marketing 326,000 766,000 ) -57 %
Research and development 97,000 97,000 - %
Total operating expenses 1,235,000 1,202,000 3 %
Operating loss (560,000 ) (1,174,000 ) 52 %
Other expense:
Interest expense, related party 100,000 25,000 -300 %
Total other expense 100,000 25,000 -300 %
Net loss (660,000 ) (1,199,000 ) 45 %
Preferred dividends - (511,000 ) 100 %
Net loss available to common shareholders $ (660,000 ) $ (1,710,000 )

All values are in US Dollars.

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Revenue and Gross (Loss) Profit

During the three-month period ended September 30, 2024, we had increased revenues of $124,000 and increased gross profits of $647,000 compared to the three-month period ended September 30, 2023, primarily due to increased sales of approximately $217,000 from two of our higher margin defense industry customers, somewhat offset by a decrease in sales from one of our medical customers during the three-month period ended September 30, 2024, compared to the three-month period ended September 30, 2023. The increase in gross profit during the three-month period ended September 30, 2024, was also impacted by a reduction in obsolete inventory expenses of $450,000 compared to the three months ended September 30, 2023.

Net Loss and Operating Expenses

During the three months ended September 30, 2024, our net loss decreased by $539,000 compared to the three-month period ended September 30, 2023, primarily due to the increase in gross profit as described above somewhat offset by an increase in payroll expense of $147,000 compared to the three-month period ended September 30, 2023.

Net Loss available to common shareholders

The Company amended and restated its certificate of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock. Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, waived all accrued and future dividends in exchange for an increase in the liquidation preference to 125%.

The waived dividends resulted in a decrease in accrued preferred dividends for the three months ended September 30,2024 of $511,000 compared to the three months ended September 30, 2023.

For the Nine Months Ended September 30, 2024, and 2023:

2024 2023 Change () Change (%)
Revenue $ 3,751,000 $ 2,766,000 36 %
Cost of revenue 1,950,000 2,430,000 ) -20 %
Gross (loss) profit 1,801,000 336,000 436 %
Operating expenses:
General and administrative 2,408,000 2,819,000 ) -11 %
Selling and marketing 1,019,000 1,151,000 ) -15 %
Research and development 310,000 304,000 3 %
Total operating expenses 3,737,000 4,274,000 ) -19 %
Operating loss (1,936,000 ) (3,938,000 ) 50 %
Other expense:
Interest expense, related party 257,000 114,000 76 %
Total other expense 257,000 114,000 76 %
Net loss (2,193,000 ) (4,052,000 ) 46 %
Preferred dividends (1,011,000 ) (1,517,000 ) -33 %
Net loss available to common shareholders $ (3,204,000 ) $ $(5,569,000 )

All values are in US Dollars.

Revenue and Gross (Loss) Profit

During the nine-months ended September 30, 2024, we had increased revenues of $985,000 and increased gross profits of $1,465,000 compared to the nine-month period ended September 30, 2023, primarily due to increased sales of approximately $1,085,000 from our higher margin defense industry customers, somewhat offset by decreased sales of $236,000 to one of our medical customers during the nine-month period ended September 30, 2024, compared to the nine-month period ended September 30, 2023. The increase in gross profit during the nine months ended September 30, 2024, was also impacted by a reduction in obsolete inventory expenses of $696,000 compared to the nine-month period ended September 30, 2023.

Net Loss and Operating Expenses

During the nine months ended September 30, 2024, our net loss decreased by $1,859,000 compared to the nine-month period ended September 30, 2023, primarily due to the increase in gross profit as described above as well as by decreased legal expenses of $443,000, decreased marketing expenses of $132,000, and decreased consulting and audit expenses of $97,000 somewhat offset by an increase in salaries and benefits of $266,000 compared to the nine-month period ended September 30, 2023.

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Net Loss available to common shareholders

The waived dividends resulted in a decrease in accrued preferred dividends for the nine months ended September 30,2024 of $556,000 compared to the nine months ended September 30, 2023.

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 needed 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 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 September 30, 2024, we had cash and cash equivalents of $0.0 million and negative working capital of $4.9 million.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to the valuation of inventories and accruals of certain liabilities.

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 September 30, 2024, 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-15I 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 weaknesses, which have caused management to conclude that as of September 30, 2023, our internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level:

· We<br>do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information<br>related to financial reporting, including fair value estimates, in a timely manner. Due to our size and nature, segregation of all conflicting<br>duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions,<br>the custody of assets and the recording of transactions should be performed by separate individuals. The company’s primary user<br>access controls to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access<br>to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively;
· The<br>insufficient resources in our accounting function also resulted in a deficiency over design and implementation of effective revenue recognition<br>policies, procedures and controls with respect to the identification, timing and treatment of various new contracts with customers;
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· Management<br>also concluded that there was a deficiency in internal controls over financial reporting relating to the accounting treatment for complex<br>financial instruments which resulted in the failure to properly account for such instruments, specifically with respect to the classification<br>and proper accounting treatment of preferred shares; and
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· Lastly,<br>we did not design and maintain effective controls associated with related party transactions and disclosures. The controls in place were<br>not designed at a sufficient level of precision or rigor to effectively prepare and review the complete financial records in such manner<br>as to identify and properly disclose the nature and financial data of all our related party relationships.
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Management evaluated the impact of our failure to have segregation of duties and proper reviews, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and provide adequate disclosures of complex financial instruments, fair value estimate procedures and reviews, and deficiency in identification and a disclosure of related party transactions and concluded that the multiple control deficiencies that resulted represented material weaknesses.

We have begun to implement the actions below (including appropriate staffing to execute such actions) in the following areas to strengthen our internal control over financial reporting in an effort to remediate the material weaknesses.

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Remediation

Inventory. We have enhanced the design of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials (“BOM”) in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain inventory records.

Revenue Recognition. We intend on enhancing the design of existing controls and implementing new controls over the review of the application and recording of revenue for customer contracts under the guidance outlined in ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating contractual terms and determining whether certain contracts should be consolidated, involve related parties and the proper timing of revenue recognition. These reviews will include more comprehensive contractual analysis from our legal team while ensuring qualified resources are involved and adequate oversight is performed during the internal technical accounting review process.

Accounts Receivable. We intend on enhancing the design of existing controls and implementing new controls over the processing and review of accounts receivable billings. We plan to supplement our accounting staff with more experienced personnel. We will also evaluate information system capabilities in order to reduce the manual calculations within this business process.

Complex Financial Instruments. We will design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

Fair Value Estimates. We will design and implement additional control activities to ensure controls related to fair value estimates (including controls that validate the reasonableness, completeness and accuracy of information, data and assumptions), are properly designed, implemented and documented.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting. We will continue to diligently review our internal control over financial reporting.

Changes in Internal Control over FinancialReporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024, 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.

None.

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ITEM 6. EXHIBITS.

ExhibitNo. 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 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 April 25, 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.
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.
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: November 14, 2024

TURNONGREEEN, INC.
By: /s/ Amos Kohn
Amos Kohn
Chief Executive Officer<br><br> <br>(Principal Executive Officer) and<br><br> <br>Chief Financial Officer (Principal Financial and Accounting Officer)

21

Exhibit 31.1

CERTIFICATIONS

I, Amos Kohn, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of TurnOnGreen,<br>Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting<br>(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the<br>preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
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d. Disclosed in this report any change in the registrant’s internal control over financial reporting<br>that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual<br>report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br>reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board<br>of directors (or persons performing the equivalent functions):
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report<br>financial information; and
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b. Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the registrant’s internal control over financial reporting.
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Date: November 14, 2024

/s/ Amos Kohn

By: Amos Kohn

Title: Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Amos Kohn, certify that;

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 of TurnOnGreen,<br>Inc.. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to<br>state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not<br>misleading with respect to the period covered by this report;
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3. Based on my knowledge, the financial statements, and other financial information included in this report,<br>fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,<br>the periods presented in this report;
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4. The registrant’s other certifying officer and I are responsible for establishing and maintaining<br>disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting<br>(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b. Designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the<br>preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
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d. Disclosed in this report any change in the registrant’s internal control over financial reporting<br>that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual<br>report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial<br>reporting; and
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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation<br>of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board<br>of directors (or persons performing the equivalent functions):
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a. All significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report<br>financial information; and
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b. Any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the registrant’s internal control over financial reporting.
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Date: November 14, 2024

/s/ Amos Kohn

By: Amos Kohn

Title: Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANTTO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TurnOnGreen, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the consolidated financial<br>condition and the consolidated result of operations of the Company.
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By: /s/ Amos Kohn
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Name: Amos Kohn
Title: Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)
Date: November 14, 2024

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