TurnOnGreen Files 8-K on Security Holder Rights & Bylaws

TL;DR

TurnOnGreen filed an 8-K today detailing changes to security holder rights and company bylaws.

AI Summary

On April 25, 2024, TurnOnGreen, Inc. filed an 8-K report detailing material modifications to security holder rights and amendments to its articles of incorporation. The filing also includes financial statements and exhibits. The company, incorporated in Nevada, is involved in the electrical industrial apparatus sector.

Why It Matters

This filing indicates potential changes affecting the rights of TurnOnGreen's security holders and updates to the company's foundational documents, which could impact governance and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce uncertainty and potential shifts in the company's structure or shareholder influence.

Key Players & Entities

• TurnOnGreen, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• April 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — e redeemable preferred stock, par value $0.001 per share (the " Series A Preferred Sto
• $0.072 — titled to cast, shall not be lower than $0.072 (the " Voting Floor Price "). Further,
• $0.02 — ny shall be equal to the greater of (i) $0.02 per share or (ii) eighty (80%) percent

Filing Documents

• g4252418k.htm (8-K) — 26KB
• ex3_1.htm (EX-3.1) — 11KB
• ex31-001.jpg (GRAPHIC) — 161KB
• ex31-002.jpg (GRAPHIC) — 137KB
• 0001214659-24-007567.txt ( ) — 616KB
• imhc-20240425.xsd (EX-101.SCH) — 3KB
• imhc-20240425_lab.xml (EX-101.LAB) — 33KB
• imhc-20240425_pre.xml (EX-101.PRE) — 22KB
• g4252418k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendments to Articles of Incorporation; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation; Change in Fiscal Year. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 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 April 22, 2024. 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). -2- 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: April 25, 2024 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman -3-

View Full Filing

View this 8-K filing on SEC EDGAR