TurnOnGreen's EV Charger Sales Surge Amidst Persistent Liquidity Concerns

TL;DR

**TOGIW is burning cash and relying on related-party lifelines, despite EV charger sales showing a pulse; avoid until they prove self-sufficiency.**

AI Summary

TurnOnGreen, Inc. reported a net loss of $1,192,000 for the six months ended June 30, 2025, an improvement from a net loss of $2,544,000 in the prior year period. Revenue increased significantly to $3,284,000 for the six months ended June 30, 2025, up from $2,461,000 in the same period of 2024, representing a 33.4% increase. This growth was primarily driven by a substantial increase in EV charger sales, which rose from $231,000 to $798,000, a 245% increase. Despite revenue growth, the company continues to face liquidity challenges, with a total shareholders' deficit of $31,921,000 as of June 30, 2025, and a reliance on related party advances from Hyperscale Data, Inc. for working capital. Related party notes and advances payable increased to $6,477,000 from $5,185,000 at December 31, 2024. The company also carries a lawsuit liability of $1,137,000 from a judgment against Digital Power Corporation. Management acknowledges substantial doubt about the company's ability to continue as a going concern without continued financing from Hyperscale.

Why It Matters

TurnOnGreen's significant revenue growth, particularly in EV chargers, signals potential in a rapidly expanding market, which could attract new investors if the company can stabilize its financial foundation. However, the heavy reliance on Hyperscale Data, Inc. for financing and the substantial accumulated deficit pose a critical risk, indicating that employees and customers face uncertainty regarding long-term stability. Competitors in the EV charging and power electronics sectors might see this as an opportunity to gain market share if TurnOnGreen's funding becomes precarious, while the broader market watches for signs of sustainable growth or further financial distress from this smaller player.

Risk Assessment

Risk Level: high — TurnOnGreen, Inc. faces a 'substantial doubt about the Company's ability to continue as a going concern' due to recurring operating and net losses, including a net loss of $1,192,000 for the six months ended June 30, 2025. The company's total liabilities of $9,503,000 significantly outweigh its total assets of $2,582,000, and it is heavily dependent on advances from Hyperscale Data, Inc., which totaled $6,477,000 as of June 30, 2025.

Analyst Insight

Investors should exercise extreme caution and consider avoiding TOGIW given the explicit 'going concern' warning and heavy reliance on related-party financing. Monitor future filings for concrete evidence of diversified funding sources or sustained profitability before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$3.28M

operating Margin

-27.8%

total Assets

$2.58M

total Debt

$9.50M

net Income

-$1.19M

eps

N/A

gross Margin

43.0%

cash Position

$207K

revenue Growth

+33.4%

Revenue Breakdown

Key Numbers

• $3.28M — Revenue (Increased by 33.4% for the six months ended June 30, 2025, compared to $2.46M in 2024.)
• $1.19M — Net Loss (Reduced from $2.54M in the prior year period for the six months ended June 30, 2025.)
• $798K — EV Charger Revenue (Increased by 245% for the six months ended June 30, 2025, from $231K in 2024.)
• $6.48M — Related Party Debt (Increased from $5.18M at December 31, 2024, highlighting reliance on Hyperscale Data, Inc.)
• $31.92M — Shareholders' Deficit (Indicates significant accumulated losses as of June 30, 2025.)
• $1.14M — Lawsuit Liability (Outstanding judgment against the company's subsidiary, Digital Power Corporation.)
• $207K — Cash and Cash Equivalents (Increased from $27K at December 31, 2024, but remains low relative to liabilities.)
• 183.98M — Common Shares Outstanding (As of August 11, 2025, indicating potential for dilution.)

Key Players & Entities

• TurnOnGreen, Inc. (company) — registrant
• Hyperscale Data, Inc. (company) — related party and primary financier
• Digital Power Corporation (company) — wholly owned subsidiary facing lawsuit liability
• William Gordon (person) — plaintiff in lawsuit against Digital Power Corporation
• SEC (regulator) — Securities and Exchange Commission
• $1,192,000 (dollar_amount) — net loss for six months ended June 30, 2025
• $3,284,000 (dollar_amount) — total revenue for six months ended June 30, 2025
• $798,000 (dollar_amount) — EV charger revenue for six months ended June 30, 2025
• $6,477,000 (dollar_amount) — related party notes and advances payable as of June 30, 2025
• $1,137,000 (dollar_amount) — lawsuit liability as of June 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: Management acknowledges substantial doubt about the company's ability to continue as a going concern without continued financing from Hyperscale Data, Inc. The company has a significant shareholders' deficit of $31,921,000 as of June 30, 2025.
• Reliance on Related Party Financing [high — financial]: The company relies on related party advances from Hyperscale Data, Inc. for working capital. These advances increased to $6,477,000 as of June 30, 2025, from $5,185,000 at December 31, 2024, indicating a continued dependence.
• Outstanding Lawsuit Liability [medium — legal]: The company carries a lawsuit liability of $1,137,000 from a judgment against its subsidiary, Digital Power Corporation. This represents a significant contingent obligation.
• Low Cash Position [medium — financial]: Despite an increase to $207,000 as of June 30, 2025, from $27,000 at December 31, 2024, the cash position remains low relative to current liabilities of $9,350,000.
• Shareholder Dilution Risk [medium — financial]: With 183,983,122 common shares outstanding as of August 11, 2025, and a substantial shareholders' deficit, future financing could lead to significant dilution for existing shareholders.
• Declining Accounts Receivable and Inventory Management [low — operational]: Accounts receivable decreased from $730,000 to $496,000, while inventories increased from $890,000 to $1,103,000. This shift may indicate challenges in collecting receivables or potential overstocking.

Industry Context

The electric vehicle (EV) charging market is experiencing rapid growth, driven by increasing EV adoption and government incentives. TurnOnGreen's significant revenue increase in EV charger sales reflects this trend. However, the competitive landscape is intensifying with established players and new entrants, requiring continuous innovation and efficient scaling to capture market share.

Regulatory Implications

The company's financial condition, particularly its going concern status and reliance on related party financing, could attract scrutiny from regulatory bodies. Compliance with financial reporting standards and disclosure requirements is paramount, especially given the outstanding lawsuit liability.

What Investors Should Do

1. Monitor related party financing closely.
2. Assess the sustainability of EV charger sales growth.
3. Evaluate the resolution of the lawsuit liability.
4. Consider the potential for future dilution.

Key Dates

• 2025-06-30: Six Months Ended — Reporting period for the 10-Q, showing revenue growth and reduced net loss, but continued liquidity concerns.
• 2025-06-30: Balance Sheet Date — Reflects a shareholders' deficit of $31,921,000 and increased related party debt of $6,477,000.
• 2024-12-31: Prior Year End Balance Sheet — Provides a comparison point for the increase in related party debt ($5,185,000) and shareholders' deficit.

Glossary

Shareholders' Deficit

A situation where a company's total liabilities exceed its total assets, resulting in a negative net worth for shareholders. (TurnOnGreen has a significant shareholders' deficit of $31,921,000, indicating substantial accumulated losses and financial distress.)

Going Concern

An assumption that a business entity will continue to operate for the foreseeable future, typically at least 12 months. (Management has expressed substantial doubt about TurnOnGreen's ability to continue as a going concern, highlighting severe financial instability.)

Related Party Advances

Loans or financial support provided by entities that have a close relationship with the company, such as a parent company or major shareholder. (TurnOnGreen's reliance on $6,477,000 in related party advances from Hyperscale Data, Inc. is a critical factor in its liquidity and operational continuity.)

Redeemable Convertible Preferred Stock

A class of preferred stock that can be converted into common stock under certain conditions and may also be redeemed (bought back) by the issuer or holder at a future date. (The company has $25,000,000 in redeemable convertible preferred stock, which represents a significant financial obligation that could impact future capital structure.)

Year-Over-Year Comparison

For the six months ended June 30, 2025, TurnOnGreen reported a 33.4% increase in revenue to $3.28M, primarily driven by a 245% surge in EV charger sales. This revenue growth has helped reduce the net loss by over 50% compared to the prior year. However, the company's financial position remains precarious, with a growing shareholders' deficit of $31.92M and an increased reliance on related party advances, now at $6.48M. The cash position has improved but remains critically low relative to liabilities.

Key Financial Figures

• $0.001 — Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark wheth
• $1.1 million — in favor of Mr. Gordon in the amount of $1.1 million inclusive of interest, legal fees, admi

Filing Documents

• x8125110q.htm (10-Q) — 558KB
• ex31_1.htm (EX-31.1) — 10KB
• ex31_2.htm (EX-31.2) — 10KB
• ex32_1.htm (EX-32.1) — 4KB
• 0001214659-25-011987.txt ( ) — 3094KB
• togi-20250630.xsd (EX-101.SCH) — 29KB
• togi-20250630_cal.xml (EX-101.CAL) — 41KB
• togi-20250630_def.xml (EX-101.DEF) — 70KB
• togi-20250630_lab.xml (EX-101.LAB) — 185KB
• togi-20250630_pre.xml (EX-101.PRE) — 154KB
• x8125110q_htm.xml (XML) — 484KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheet as of June 30, 2025, and December 31, 2024 3 Condensed Consolidated Statements of Operations for the three and six ended June 30, 2025, and 2024 4 Condensed Consolidated Statement of Changes in Shareholders' Deficit for the three and six months ended June 30, 2025, and 2024 5 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 14 Item 4.

Controls and Procedures

Controls and Procedures 15

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 17 Item 1A.

Risk Factors

Risk Factors 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Mine Safety Disclosures 17 Item 5. Other Information 17 Item 6. Exhibits 18 2

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS. TURNONGREEN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 207,000 $ 27,000 Accounts receivable 496,000 730,000 Inventories 1,103,000 890,000 Prepaid expenses 99,000 107,000 TOTAL CURRENT ASSETS 1,905,000 1,754,000 Property and equipment, net 115,000 154,000 Right-of-use assets 312,000 567,000 Other noncurrent assets 250,000 270,000 TOTAL ASSETS $ 2,582,000 $ 2,745,000 LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities $ 761,000 $ 1,251,000 Lawsuit liability 1,137,000 1,122,000 Customer advance payments 626,000 125,000 Operating lease liability, current 349,000 581,000 Related party notes and advances payable 6,477,000 5,185,000 TOTAL CURRENT LIABILITIES 9,350,000 8,264,000 LONG TERM LIABILITIES Operating lease liability, non-current - 50,000 Other long term liabilities 153,000 163,000 TOTAL LIABILITIES 9,503,000 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 June 30, 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 June 30, 2025, and December 31, 2024: 183,983,122 shares issued and outstanding on June 30, 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 ( 48,279,000 ) ( 47,087,000 ) TOTAL SHAREHOLDERS' DEFICIT ( 31,921,000 ) ( 30,732,000 ) TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' DEFICIT $ 2,582,

MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

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 23, 2025. 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 a premium custom power products and emerging electric vehicle ("EV") electrification infrastructure solutions company, through our wholly owned subsidiaries Digital Power Corporation (DPC") an

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