TurnOnGreen, Inc 10-Q for FY2025 Q1

TurnOnGreen, Inc. (TOGI)

10-Q 2025-05-16 For: 2025-03-31

Added on April 08, 2026

About this 10-Q

TurnOnGreen, Inc filed this 10-Q on May 16, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).

Headline figures

Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.59M; up 30.0% from $1.23M a year earlier
Net loss: $541K; compared with a net loss of $735K a year earlier
Diluted EPS: $0.00; compared with -$0.01 a year earlier

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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)

o Large accelerated Filer		o Accelerated Filer
x Non-accelerated Filer		x Smaller reporting company
		o Emerging growth company

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheet as of March 31, 2025, and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024	4

	Condensed Consolidated Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2025, and 2024	5

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	14

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17


	March 31, 2025			December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	-		$	27,000
Accounts receivable		935,000			730,000
Inventories		1,069,000			890,000
Prepaid expenses		27,000			107,000
TOTAL CURRENT ASSETS		2,031,000			1,754,000

Property and equipment, net		134,000			154,000
Right-of-use assets		441,000			567,000
Other noncurrent assets		250,000			270,000
TOTAL ASSETS	$	2,856,000		$	2,745,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	1,560,000		$	1,376,000
Lawsuit liability		1,129,000			1,122,000
Operating lease liability, current		494,000			581,000
Related party notes and advances payable		5,775,000			5,185,000
TOTAL CURRENT LIABILITIES		8,958,000			8,264,000

LONG TERM LIABILITIES
Operating lease liability, non-current		-			50,000
Other long term liabilities		168,000			163,000
TOTAL LIABILITIES		9,126,000			8,477,000

COMMITMENTS AND CONTINGENCIES
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 March 31, 2025, and December 31, 2024, 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 March 31, 2025, and December 31, 2024: 183,983,122 shares issued and outstanding on March 31, 2025, and 183,949,923 as of December 31, 2024, respectively		184,000			184,000
Additional paid-in capital		16,174,000			16,171,000
Accumulated deficit		(47,628,000	)		(47,087,000	)
TOTAL SHAREHOLDERS’ DEFICIT		(31,270,000	)		(30,732,000	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT	$	2,856,000		$	2,745,000


	Three Months Ended March 31,
	2025			2024
Revenue	$	1,592,000		$	1,225,000
Cost of revenue		862,000			667,000
Gross profit		730,000			558,000

Operating expenses:
General and administrative		895,000			863,000
Selling and marketing		245,000			361,000
Total operating expenses		1,140,000			1,224,000
Operating loss		(410,000	)		(666,000	)
Other expense:
Interest expense, related party		124,000			69,000
Interest expense		7,000
Total other expense		131,000			69,000
Net loss		(541,000	)		(735,000	)

Preferred Dividends		-			(500,000	)
Net loss available to common shareholders	$	(541,000	)	$	(1,235,000	)

Net loss per common share basic and diluted:	$	(0.00	)	$	(0.01	)

Weighted average common shares, basic and diluted		183,972,700			183,942,274


	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, January 1, 2025		183,949,923		184,000		16,171,000		(47,087,000	)		(30,732,000	)
Common stock issued upon exercise of warrants		33,199		-		3,000		-			3,000
Net loss		-		-		-		(541,000	)		(541,000	)
Balance, March 31, 2025		183,983,122	$	184,000	$	16,174,000	$	(47,628,000	)	$	(31,270,000	)


	For the Three Months ended March 31,
Cash flows from operating activities:	2025			2024
Net (loss)	$	(541,000	)	$	(1,235,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		20,000			24,000
Amortization of right-of-use assets		126,000			140,000
Inventory adjustment		4,000			41,000
Changes in operating assets and liabilities
Accounts receivable		(205,000	)		248,000
Prepaid expenses and other assets		100,000			(70,000	)
Inventory		(183,000	)		193,000
Accounts payable		64,000			(465,000	)
Accrued expenses, other current liabilities, and lawsuit liability		127,000			(63,000	)
Dividends payable		-			500,000
Operating lease liabilities and other liabilities		(132,000	)		(117,000	)
Net cash used in operating activities		(620,000	)		(804,000	)

Cash flows from investing activities:
Purchase of property and equipment		-			(7,000	)
Cash used in investing activities		-			(7,000	)

Cash flows from financing activities:
Proceeds from related party advances		590,000			893,000
Proceeds from exercise of warrants		3,000			-
Net cash provided by financing activities		593,000			893,000

Net decrease in cash and cash equivalents		(27,000	)		82,000
Cash at beginning of period		27,000			21,000
Cash at end of period	$	-		$	103,000

Schedule of disaggregated revenues
	For the Three Months Ended March 31,
	2025		2024
Primary Geographical Markets
North America	$	1,528,000	$	1,157,000
Other		64,000		68,000
Total Revenue	$	1,592,000	$	1,225,000

Major Goods
Power supply units	$	1,273,000	$	1,141,000
EV chargers		319,000		84,000
Total Revenue	$	1,592,000	$	1,225,000

Timing of Revenue Recognition
Goods transferred at a point in time	$	1,578,000	$	1,126,000
Revenue recognized over time		14,000		9,000
Total Revenue	$	1,592,000	$	1,225,000

Schedule of concentration
	For the Three Months Ended March 31, 2025					For the Three Months Ended March 31, 2024
	Total Revenue		Percentage of			Total Revenue		Percentage of
	by Major		Total Company			by Major		Total Company
	Customers		Revenue			Customers		Revenue
Customer A	$	626,000		39	%	$	410,000		35	%
Customer B	$	192,000		12	%	$	120,000		10	%
Customer C	$	210,000		13	%	$	-		-	%

Schedule percentage of total trade receivables
	As of			As of
	March 31, 2025			December 31, 2024
Customer A		41	%		35	%
Customer B		11	%		-	%

Schedule of property and equipment
	March 31, 2025			December 31, 2024
Machinery and equipment	$	648,000		$	648,000
Leasehold improvements, furniture and equipment		221,000			221,000
Gross property and equipment		869,000			869,000
Less: accumulated depreciation and amortization		(735,000	)		(715,000	)
Property and equipment, net	$	134,000		$	154,000

Schedule of inventories
	March 31, 2025		December 31, 2024
Raw materials, parts and supplies	$	589,000	$	416,000
Finished products		480,000		474,000
Total inventories	$	1,069,000	$	890,000

Schedule of lease cost
	Three Months Ended March 31, 2025
Operating lease cost	$	137,000

	Three Months Ended March 31, 2024
Operating lease cost	$	162,000
Less: Sublease income		(25,000	)
Total	$	137,000

Schedule of anti dilutive securities excluded from computation of earnings per share
	March 31,
	2025		2024
Warrants		140,922,530		116,007,860
Convertible preferred stock		1,250,000,000		1,250,000,000
Total		1,390,922,530		1,366,007,860

Schedule of related party notes payable
	Interest rate		Due date		Credit Limit		March 31, 2025		December 31, 2024
Hyperscale advance payable		10%		Demand	$	8,000,000	$	5,683,000	$	5,118,000
Chief Executive Officer		14%		Default				71,000		46,000
Non-officer advance payable		-		-				21,000		21,000
Total related party notes and advances payable							$	5,775,000	$	5,185,000

Schedule of interest expense, related party
	For the Three Months Ended
	March 31,
	2025		2024
Interest expense, related party	$	124,000	$	69,000

Schedule of segment reporting
	Three months ended March 31,
	2025			2024
Revenue	$	1,592,000		$	1,225,000
Cost of revenue
Manufacturing costs		509,000			349,000
Distribution costs		99,000			161,000
Inventory adjustment		4,000			41,000
EV chargers		211,000			47,000
Other		39,000			69,000
Cost of revenue		862,000			667,000
Gross profit		730,000			558,000
Operating expenses:
Research and development:
Payroll and benefits		61,000			58,000
Occupancy costs		25,000			24,000
Other research and development		39,000			29,000
Total research and development		125,000			111,000
Selling and marketing:
Payroll and benefits		191,000			266,000
Occupancy costs		-			41,000
Other selling and marketing		54,000			54,000
Total selling and marketing		245,000			361,000
General and administrative
Payroll and benefits		300,000			279,000
Professional fees and outside services		122,000			77,000
Occupancy costs		175,000			167,000
Other general and administrative		173,000			229,000
Total general and administrative		770,000			752,000
Total operating expenses		1,140,000			1,224,000
Operating loss	$	(410,000	)	$	(666,000	)

	2025			2024			Change ($)			Change (%)
Revenue	$	1,592,000		$	1,225,000		$	367,000			30	%
Cost of revenue		862,000			667,000			195,000			29	%
Gross profit		730,000			558,000			172,000			31	%
Operating expenses:
General and administrative		769,000			752,000			17,000			2	%
Selling and marketing		246,000			361,000			(115,000	)		-32	%
Research and development		125,000			111,000			14,000			13	%
Total operating expenses		1,140,000			1,224,000			(84,000	)		-7	%
Operating loss		(410,000	)		(666,000	)		256,000			38	%
Other expense:
Interest expense, related party		124,000			69,000			55,000			80	%
Interest expense		7,000			-			7,000			-
Total other expense		131,000			69,000			62,000			90	%
Net loss		(541,000	)		(736,000	)		195,000			26	%
Preferred dividends		-			(500,000	)		500,000			100	%
Net loss available to common shareholders	$	(541,000	)	$	(1,236,000	)

Exhibit No.		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).

	TURNONGREEEN, INC.

	By: /s/ Amos Kohn
	Amos Kohn
	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

By:	/s/ Amos Kohn
Name:	Amos Kohn
Title:	Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	May 16, 2025