TOGI 8-K
TurnOnGreen, Inc. (TOGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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:
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
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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. o
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 26, 2024, TurnOnGreen, Inc., a Nevada corporation (the “Company”), entered into an Amendment to the Loan and Security Agreement (the “Amendment”) with Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.), as lender (“HSD”) dated August 15, 2023 (the “Credit Agreement”).
As previously disclosed, 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 HSD, and HSD was not obligated to provide any further Advances after the Credit Termination Date.
Pursuant to the Amendment, the Company and HSD 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.
HSD is an affiliate of the Company.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the form of Amendment which is annexed hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibit.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Form of Amendment to Loan and Security Agreement. | |
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
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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.
| TURNONGREEN, INC. | ||
Dated: October 2, 2024 |
/s/ Amos Kohn |
|
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Amos Kohn Chief Executive Officer and Chairman |
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Exhibit 10.1
AMENDMENT #1 TO
THE LOAN AND SECURITY AGREEMENT
This amendment (the “Amendment”) to the Loan Agreement dated August 15, 2023 (the “Agreement”), entered into by and between Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.) (“AAI”) and TurnOnGreen, Inc., a Nevada corporation (formerly, Imperalis Holding Corp.) (the “Borrower”), is dated September 26, 2024. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, AAI and the Borrower previously entered into the Agreement to provide a non-revolving line of credit by AAI to Borrower of up to $2 million (the “Credit Limit”) through December 31, 2023 (the “Credit Termination Date”);
WHEREAS, AAI has extended credit through Advances to the Borrower above the Credit Limit and beyond the Credit Termination Date, inclusive of amounts previously loaned pursuant to the Agreement, amounts related to the allocation of corporate overhead, and accrued interest as set forth on Schedule A attached hereto (the “Additional Advances”); and
WHEREAS, AAI and the Borrower desire to amend the Agreement, to, among other things, (i) increase the Credit Limit, (ii) extend the Credit Termination Date and (iii) amend the Agreement to include the Additional Advances as loans.
NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | The definition of “Advances” in Section 1.1 of the Agreement is hereby amended to include all Additional Advances. |
| 2. | The definition of “Non-Revolving Line” in Section 1.1 of the Agreement is hereby deleted and replaced in its entirety by the following: |
“Non-Revolving Line” means Credit Extension of up to Eight Million Dollars ($8,000,000) granted by AAI to Borrower.
| 3. | Section 2.6 of the Agreement is hereby deleted and replaced in its entirety by the following: |
“2.6 Term. This Agreement shall become effective on the Closing Date and, subject to Section 12.7, shall continue in full force and effect for so long as any Obligations remain outstanding or AAI has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, AAI shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. After December 31, 2026, AAI will not be obligated to make any further Advances.”
| 4. | Notwithstanding the date of execution hereunder, this Amendment shall be deemed effective as of December 31, 2023, and AAI confirms and acknowledges that no Event of Default occurred under the Agreement as a result of any lapse of time between December 31, 2023 and the date of execution of this Amendment. |
| 5. | This Amendment shall be binding on AAI and the Borrower and all of their respective successors, heirs, personal representatives and assigns and permitted transferees. |
| 6. | Except as amended hereby, the Agreement shall remain unmodified and is hereby ratified in all respects. |
| 7. | This Amendment may be executed and delivered (including by electronic or facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
Agreed this 26th day of September, 2024.
| HYPERSCALE DATA, INC. | TURNONGREEN, INC. | ||||
| By: | By: | ||||
| William B. Horne | Amos Kohn | ||||
| Chief Executive Officer | Chief Executive Officer | ||||
SCHEDULE A
| Short Term Advances, Hyperscale Data, Inc. | ||
| From November 2023 to Sept 26, 2024 | ||
| Date | Memo | Total Amount |
| 11/30/2023 | Advances | $25,296.83 |
| 12/5/2023 | Advances | $71,697.34 |
| 12/8/2023 | Advances | $26,000.00 |
| 12/21/2023 | Advances | $26,000.00 |
| 12/31/2023 | Interest Expense | $11,000.00 |
| 12/31/2023 | Overhead allocation | $20,000.00 |
| 12/31/2023 | Interest Expense | $35,909.00 |
| 12/31/2023 | Advances | $50,000.00 |
| 12/31/2023 | Overhead allocation | $142,000.00 |
| 1/2/2024 | Advances | $71,697.34 |
| 1/4/2024 | Advances | $26,000.00 |
| 1/19/2024 | Advances | $50,000.00 |
| 2/1/2024 | Advances | $71,697.34 |
| 2/2/2024 | Advances | $50,000.00 |
| 2/12/2024 | Advances | $65,000.00 |
| 2/16/2024 | Advances | $50,000.00 |
| 3/1/2024 | Advances | $50,000.00 |
| 3/1/2024 | Advances | $71,697.34 |
| 3/1/2024 | Advances | $113,300.00 |
| 3/15/2024 | Advances | $50,000.00 |
| 3/27/2024 | Advances | $50,000.00 |
| 3/31/2024 | Interest Expense | $68,302.00 |
| 3/31/2024 | Overhead allocation | $103,000.00 |
| 4/1/2024 | Advances | $71,697.34 |
| 4/12/2024 | Advances | $50,000.00 |
| 4/26/2024 | Advances | $50,000.00 |
| 5/1/2024 | Advances | $71,697.34 |
| 5/14/2024 | Advances | $25,750.00 |
| 6/4/2024 | Advances | $71,697.34 |
| 6/10/2024 | Advances | $50,000.00 |
| 6/28/2024 | Advances | $50,000.00 |
| 6/30/2024 | Interest Expense | $85,041.00 |
| 6/30/2024 | Overhead allocation | $103,000.00 |
| 7/17/2024 | Advances | $507.45 |
| 7/17/2024 | Advances | $16,914.85 |
| 7/18/2024 | Advances | $71,697.34 |
| 7/30/2024 | Advances | $51,500.00 |
| 8/5/2024 | Advances | $71,697.34 |
| 8/9/2024 | Advances | $25,000.00 |
| 8/12/2024 | Advances | $25,750.00 |
| 9/3/2024 | Advances | $71,697.34 |
| $2,262,244.53 | ||