TurnOnGreen's EV Charger Sales Surge Amidst Persistent Going Concern Doubts

TL;DR

**TOGIW is burning cash and relying on related-party debt, making it a risky bet despite EV charger sales growth.**

AI Summary

TurnOnGreen, Inc. (TOGIW) reported a net loss of $1,701,000 for the nine months ended September 30, 2025, an improvement from the $3,204,000 net loss in the prior year period. Revenue increased significantly to $5,026,000 for the nine months ended September 30, 2025, up from $3,751,000 in the same period of 2024, representing a 34% increase. This growth was primarily driven by a substantial increase in EV charger sales, which rose from $283,000 to $1,036,000, and power supply unit sales, which increased from $3,468,000 to $3,990,000. Despite revenue growth, the company continues to face liquidity challenges, with a going concern warning due to recurring operating and net losses. Related party notes and advances payable from Hyperscale Data, Inc. increased to $7,181,000 as of September 30, 2025, from $5,185,000 at December 31, 2024, highlighting reliance on related party financing. Cash and cash equivalents improved to $67,000 from $27,000 at the end of 2024, but total liabilities remain high at $10,165,000.

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 achieve profitability. However, the persistent 'going concern' warning and heavy reliance on related-party financing from Hyperscale Data, Inc. pose substantial risks, indicating a fragile financial foundation. For employees, this raises job security concerns, while customers might question the long-term viability of their EV charging infrastructure provider in a competitive landscape dominated by larger players. The broader market will watch if TOGIW can translate revenue growth into sustainable operations, or if it will remain a speculative play dependent on external lifelines.

Risk Assessment

Risk Level: high — TurnOnGreen explicitly states 'substantial doubt about the Company's ability to continue as a going concern' in Note 2, citing recurring operating and net losses. The company's total liabilities of $10,165,000 significantly outweigh its total assets of $2,735,000 as of September 30, 2025, and it relies heavily on advances from Hyperscale Data, Inc., which increased by $1,996,000 during the nine months ended September 30, 2025.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the going concern warning and reliance on related-party financing, potential investors should wait for clear evidence of sustained profitability and reduced dependence on external funding before considering a position.

Financial Highlights

debt To Equity

N/A

revenue

$5.03M

operating Margin

-25.1%

total Assets

$2.74M

total Debt

$10.17M

net Income

-$1.70M

eps

N/A

gross Margin

42.3%

cash Position

$67K

revenue Growth

+34.0%

Revenue Breakdown

Key Numbers

• $5.03M — Revenue (Increased 34% for the nine months ended September 30, 2025, from $3.75M in 2024.)
• $1.70M — Net Loss (Improved from $3.20M in the prior year period for the nine months ended September 30, 2025.)
• $1.04M — EV Charger Revenue (Increased significantly from $283K in the prior year period for the nine months ended September 30, 2025.)
• $7.18M — Related Party Debt (Increased from $5.19M at December 31, 2024, indicating growing reliance on Hyperscale Data, Inc.)
• $67K — Cash and Cash Equivalents (Increased from $27K at December 31, 2024, but remains very low for operations.)
• $10.17M — Total Liabilities (Exceeds total assets of $2.74M as of September 30, 2025, highlighting financial distress.)
• $1.15M — Lawsuit Liability (Outstanding judgment against the company as of September 30, 2025.)
• 183,983,122 — Common Shares Outstanding (As of November 4, 2025.)

Key Players & Entities

• TurnOnGreen, Inc. (company) — registrant
• Hyperscale Data, Inc. (company) — related party lender
• William Gordon (person) — plaintiff in lawsuit against Digital Power Corporation
• Digital Power Corporation (company) — wholly owned subsidiary of TurnOnGreen, Inc.
• TOG Technologies Inc. (company) — wholly owned subsidiary of TurnOnGreen, Inc.
• SEC (regulator) — Securities and Exchange Commission
• $1,701,000 (dollar_amount) — net loss for nine months ended September 30, 2025
• $5,026,000 (dollar_amount) — total revenue for nine months ended September 30, 2025
• $7,181,000 (dollar_amount) — related party notes and advances payable as of September 30, 2025
• $10,165,000 (dollar_amount) — total liabilities as of September 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has incurred recurring operating and net losses, resulting in a significant accumulated deficit of $48,788,000 as of September 30, 2025. This raises substantial doubt about its ability to continue as a going concern.
• High Related Party Debt Dependence [high — financial]: Related party notes and advances payable from Hyperscale Data, Inc. increased to $7,181,000 as of September 30, 2025, from $5,185,000 at December 31, 2024. This highlights a significant reliance on related party financing.
• Outstanding Lawsuit Liability [medium — legal]: The company has an outstanding lawsuit liability of $1,148,000 as of September 30, 2025, an increase from $1,122,000 at December 31, 2024. This represents a contingent financial obligation.
• Negative Equity Position [high — financial]: Total liabilities of $10,165,000 as of September 30, 2025, significantly exceed total assets of $2,735,000, resulting in a substantial shareholders' deficit of $32,430,000.
• Declining Operating Expenses [medium — operational]: While revenue grew, total operating expenses decreased to $3,391,000 for the nine months ended September 30, 2025, from $3,737,000 in the prior year. This could indicate cost-cutting measures that might impact future growth or operations.
• Low Cash Reserves [high — financial]: Cash and cash equivalents stand at $67,000 as of September 30, 2025, a marginal increase from $27,000 at December 31, 2024. This low liquidity poses a risk to meeting short-term obligations.

Industry Context

TurnOnGreen operates in the electric vehicle (EV) charging and power supply sectors. The EV charging market is experiencing rapid growth driven by increasing EV adoption and government incentives. However, it is also becoming increasingly competitive with established players and new entrants. The power supply unit market is more mature but essential for various electronic devices.

Regulatory Implications

As a publicly traded company, TurnOnGreen must comply with SEC reporting requirements. The 'going concern' warning is a significant disclosure that regulators expect to be clearly communicated to investors. Failure to address financial instability could lead to delisting or further regulatory scrutiny.

What Investors Should Do

1. Monitor related party financing closely.
2. Evaluate the sustainability of revenue growth.
3. Assess the company's ability to address its going concern status.
4. Consider the impact of the lawsuit liability.

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 financial results reported — Indicates revenue growth of 34% to $5.03M but continued net loss of $1.70M, with increased reliance on related party debt.
• 2025-12-31: Year-end 2024 financial position reported — Provided a baseline for comparison, showing lower revenue, higher net loss, and less related party debt compared to the 2025 period.

Glossary

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The company faces a going concern warning due to recurring losses, indicating potential financial instability.)

Accumulated Deficit

The cumulative net losses of a company since its inception, minus any cumulative net income. A negative number indicates the company has lost more money than it has earned. (TurnOnGreen has a substantial accumulated deficit of $48,788,000, highlighting its history of unprofitability.)

Related Party Notes and Advances Payable

Debt or financial obligations owed to entities or individuals that have a close relationship with the company, such as major shareholders or affiliated companies. (The significant and increasing balance of $7,181,000 owed to Hyperscale Data, Inc. shows a critical dependence on this related party for funding.)

Shareholders' Deficit

The negative equity of a company, occurring when total liabilities exceed total assets. It represents the amount by which liabilities surpass assets. (TurnOnGreen has a shareholders' deficit of $32,430,000, indicating that its liabilities far outweigh its assets.)

Year-Over-Year Comparison

Compared to the prior year period, TurnOnGreen has demonstrated significant revenue growth, increasing by 34% to $5.03M for the nine months ended September 30, 2025. This growth was primarily fueled by a substantial rise in EV charger sales. However, the company continues to operate at a net loss, albeit an improved one ($1.70M vs. $3.20M). A key concern is the increased reliance on related party financing, with notes and advances payable from Hyperscale Data, Inc. rising to $7.18M. The company's liquidity remains precarious, with cash and cash equivalents at a low $67,000, and it continues to face a going concern warning due to persistent operating losses and a significant shareholders' deficit.

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
• $0.035 — rsion price equal to the greater of (i) $0.035 per share, which shall not be adjusted

Filing Documents

• tog11325010q.htm (10-Q) — 589KB
• ex31_1.htm (EX-31.1) — 9KB
• ex31_2.htm (EX-31.2) — 10KB
• ex32_1.htm (EX-32.1) — 4KB
• 0001214659-25-015980.txt ( ) — 3349KB
• togi-20250930.xsd (EX-101.SCH) — 31KB
• togi-20250930_cal.xml (EX-101.CAL) — 40KB
• togi-20250930_def.xml (EX-101.DEF) — 83KB
• togi-20250930_lab.xml (EX-101.LAB) — 197KB
• togi-20250930_pre.xml (EX-101.PRE) — 166KB
• tog11325010q_htm.xml (XML) — 512KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION Item 1.

Financial Statements (Unaudited)

Financial Statements (Unaudited) 3 Condensed Consolidated Balance Sheet as of September 30, 2025, and December 31, 2024 3 Condensed Consolidated Statements of Operations for the three and nine ended September 30, 2025, and 2024 4 Condensed Consolidated Statement of Changes in Shareholders' Deficit for the three and nine months ended September 30, 2025, and 2024 5 Condensed Consolidated Statements of Cash Flows for the nine months ended September 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 15 Item 4.

Controls and Procedures

Controls and Procedures 16

– OTHER INFORMATION

PART II – OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 18 Item 1A.

Risk Factors

Risk Factors 18 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Mine Safety Disclosures 18 Item 5. Other Information 18 Item 6. Exhibits 19 2

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS. TURNONGREEN, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Cash and cash equivalents $ 67,000 $ 27,000 Accounts receivable 951,000 730,000 Inventories 1,091,000 890,000 Prepaid expenses 10,000 107,000 TOTAL CURRENT ASSETS 2,119,000 1,754,000 Property and equipment, net 186,000 154,000 Right-of-use assets 180,000 567,000 Other noncurrent assets 250,000 270,000 TOTAL ASSETS $ 2,735,000 $ 2,745,000 LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable, accrued expenses and other current liabilities $ 1,504,000 $ 1,376,000 Lawsuit liability 1,148,000 1,122,000 Operating lease liability, current 201,000 581,000 Related party notes and advances payable 7,181,000 5,185,000 TOTAL CURRENT LIABILITIES 10,034,000 8,264,000 LONG TERM LIABILITIES Operating lease liability, non-current - 50,000 Other long term liabilities 131,000 163,000 TOTAL LIABILITIES 10,165,000 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 September 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 September 30, 2025, and December 31, 2024: 183,983,122 shares issued and outstanding on September 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 ( 48,788,000 ) ( 47,087,000 ) TOTAL SHAREHOLDERS' DEFICIT ( 32,430,000 ) ( 30,732,000 ) TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' DEFICIT $ 2,735,000 $ 2,745,000 The a

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 D

View Full Filing

View this 10-Q filing on SEC EDGAR