8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported):  April 25, 2024

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

1421 McCarthy Blvd., Milpitas, CA 95035

(Address of principal executive offices) (Zip Code)

(510) 657-2635

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

On April 22, 2024, TurnOnGreen, Inc., a Nevada corporation (the “Company”) amended its articles of incorporation by the filing with the Secretary of State of the State of Nevada an amendment (the “Series A COD Amendment”) to the certificate of designation for the Company’s Series A convertible redeemable preferred stock, par value $0.001 per share (the “Series A Preferred Stock”). The Series A COD Amendment was approved on April 18, 2024, by the affirmative vote of the holder of all the Series A Preferred Stock outstanding as of such date and by the unanimous affirmative vote of the board of directors of the Company on April 18, 2024. The Series A COD Amendment became effective upon filing with the Secretary of State of the State of Nevada.

Pursuant to the Series A COD 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 (the “Voting Floor Price”). 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 (as defined therein) (the “Floor Price”). The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions while the Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

The foregoing description of Series A COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A COD Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 3.1

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0185402005-9Filing Number20244008877Filed On4/22/2024 12:56:00 PMNumber of Pages2ro: 12:56:52 p.m. 04-22-2024 I s 13022489762 Page: 5 of 6 2024-04-22 12:57:20 PDT -0~~ udding ·1 v Ir ~-------1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) -??-Certificate of Designation _ _; Certificate of Amendment to Designation -Before Issuance of Class or Series :x) Certificate of Amendment to Designation -After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT -USE DARK INK ONLY -DO NOT HIGHLIGHT 1. Entity information: Name of entity: ---------------·----. -~---···-· --··--···--·-·· -------·····?"·--·-····---· -··· ---TurnOnGreen, Inc. .. , .... ,_., _______ ,, _______ _._ -..-? -----......... ······--·-·· ····-··----··· ............... Entity or Nevada Business Identification Number (NVID): NV20051099020 2. Effective date and For Certificate of Designation or ······································-·········· l Time: ?·??·······-······ '. time: Amendment to Designation Only Date: .............. ! : (Optional): (must not be later than 90 days after the certificate is filed) 3. Class or series of The class or series of stock being designated within this filing: stock: (Certificate of Designation only) 4. Information for The original class or series of stock being amended within this filing: amendment of class or series of stock: Series A Convertible Redeemable Preferred Stock ! 5. Amendment of Certificate of Amendment to Designation-Before Issuance of Class or Series class or series of As of the date of this certificate no shares of the class or series of stock have been issued. stock: [?( Certificate of Amendment to Designation-After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. 6. Resolution: By resolution of the board of directors pursuant to a provision in the articles of incorporation this Certificate of Designation certificate establishes OR amends the following regarding the voting powers, designations, and Amendmentto preter:e.11c:e.~.--lil!.1i!~ti()ll_~_. __ tE'lst~c:ti_?.11s_an~ __ r:E'll<'l~iye. r:i9~ts_i:>.ft~E'l ___ ~()l~()'Jil1!:J __ c:li:3_~~-°.r_ser,i~s~f S!°.c:~_:" Designation only) Sections 4 and 6 of the Certificate of Designations are hereby amended as I shown on Exhibit A attached hereto. I 7. Withdrawal: Designation being:··------? ?··?···················~---······--.,,, .... ······?·?""" ............. ..... -.... .. ..... Date of ·········-···?"···--· ··········----·??···--··--···· Withdrawn: ·-·-·········-··--·····"·?--?·--··--·-·------····---------~----~·--···----------·--?---.. ····-··--····-··-· Designation: --··-········ .. ------········~ ·······-·~---·----~···--. No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: * ??????????? ......... .............. ............ ·····················?···??· ................................ \ ' : 8. Signature: (Required) X ./~~p ............... .-............. .............. .,_ ········-Date: 04/22/2024 Signafure of Officer --··--···--···-·-------·~---···--··-·-·--··-···-* Attach additional page(s) if necessary Page 1 of 1 Revised: 8/1/2023 This form must be accompanied by appropriate fees.

ro: 12:56:52 p.m. 04-22-2024 6 I 13022489762 Page: 6 of 6 2024-04-22 12:57:20 PDT CERTIFICATE OF AMENnl\fRNT TO THE 13022489762 CERTIFICATE OF UESlGNA'HONS OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE REDEEMABLE PREF.ERRED STOCK OF TUR'.'ONGREEN, INC. From: Sabra Dudding 1:-'JRST: This Certificate of Amendment (this "Certificate of Amendment") amends the provisions of the Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock of the Corporation, which was previously amended pursuant to a certificate of amendment tiled with the Secretary of State of the State of l'\evada on March 25, 2024 (the ?"Certificate"), SECOND: That a new Section 4(d) be added to Section 4 of the Certificate, \vhich shall read as follows: "(a) Quorum and Voting Power. For purposes of dctennining the presence of a quorum at any meeting of the stockholders of the Corporation at which the shares of Seri.es.-. Preferred Stock are entitled to vote and the voting power of the shares of Series A Preferred Stock, each Holder of outstandrng shares of Series A Preferred Stock shall be entitled to a number of 'Otes equal to the number of shares of Common Stock into \vhich such shares of Series A Preferred Stock are chen convertible_, Jisregarding, for such purposes, any limitations on conversion set forth herein, provided, however, that solely for purposes of this Section 4(d). the Voting Floor Price :;hall not be lower than the dosing sale price of the Common Stock on the Bus111ess Day immediately preceding tl1e execution date of the Secunties Purchase Agreement. For purposes of this Section 4(a). the term '"Voting Fl.oar Price'' shall mean the Company·s closing sale price on the Business Day immediately preceding the execution date of the Securities Purchase Agro:::emenl. The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar trrn1saclions." SECOND: Thac 6(a) of the Certificate is hereby deleted and replaced in its entirety by the following: '"(a) Optional Conversion: Conversion Price. Each share or Series A Preferred Stock shall become convertible, at the option of the Tiolder, conunem;ing on the Tssuance Date, into such 1rnmber oC fully paid and non-assessable shares of Common Scock detennined by dividing the Staled Value of the Series A Preferred Stock by the then applicable Conversion Price. The Conversion Price shall be subject to adjustment as p1·ovided in Section 6(d) below. The Serit>s A Preferred Stock shall be convertible at the Holder's option into shares of Common Stock at u wnversion price equal to U1e grearer of (i) S0.02 per share (the "Floor Price""!, which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) eighty (80~'o) percent of the Market Price as at the Conversion Date (the "Conversion Price")." THIRD: On April l 8, 2024, the Bo.:-u-d of Directors of the Corporation duly adopted this Certificate of Amendment and declared chis Certificate of Amendment advisable by written consent. FOURTII: On April 18, 2024, in ac-c-0rdance with the provisions of RS 78.320, the sole shareholder of the issued and outstanding stock of the Corporation entitled to vote consented to and authorized this Certificate of Amendment by written c-onsent in lieu of meeting. The total number of shares of the Corporation ·s Common Stock issued outstanding and entitled to vote upon this Certificate of ;\mcndmcnt was 25,000 shares. fTFTH: This Certificate ofArne11drnent was duly adopted in accordance \ith the applicable provisions of~RS 78.390. INWITKESS WHEREOF, the Corporation has caused this Certificate ofAmendmcntto be signed by its duly authorized officer as of April 22, 2024. TurnOnGrcen, Tnc_