Turnongreen, Inc. 8-K Filing

Ticker: TOGIW · Form: 8-K · Filed: Jul 31, 2024 · CIK: 1349706

Turnongreen, Inc. 8-K Filing Summary
FieldDetail
CompanyTurnongreen, Inc. (TOGIW)
Form Type8-K
Filed DateJul 31, 2024
Pages4
Reading Time5 min
Key Dollar Amounts$25,000,000, $0.001, $0.01
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Turnongreen, Inc. (ticker: TOGIW) to the SEC on Jul 31, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $25,000,000 (GCEF to purchase up to an aggregate of $25,000,000 of shares of our common stock, par valu); $0.001 (f shares of our common stock, par value $0.001 per share (the " Common Stock ") over t); $0.01 (rade price of our Common Stock is below $0.01. We will control the timing and amount).

How long is this filing?

Turnongreen, Inc.'s 8-K filing is 4 pages with approximately 1,309 words. Estimated reading time is 5 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 1,309 words · 5 min read · ~4 pages · Grade level 12.2 · Accepted 2024-07-31 16:30:50

Key Financial Figures

  • $25,000,000 — GCEF to purchase up to an aggregate of $25,000,000 of shares of our common stock, par valu
  • $0.001 — f shares of our common stock, par value $0.001 per share (the " Common Stock ") over t
  • $0.01 — rade price of our Common Stock is below $0.01. We will control the timing and amount

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 25, 2024, TurnOnGreen, Inc., a Nevada corporation (the " Company ," " we ," " us " or " our "), entered into a purchase agreement (the " ELOC Purchase Agreement ") with GCEF Opportunity Fund, LLC (the " GCEF "), which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right to direct GCEF to purchase up to an aggregate of $25,000,000 of shares of our common stock, par value $0.001 per share (the " Common Stock ") over the 36-month term of the ELOC Purchase Agreement. Under the ELOC Purchase Agreement, after the satisfaction of certain commencement conditions, including, without limitation, the effectiveness of the Registration Statement (as defined in the ELOC Purchase Agreement), we have the right to present GCEF with an advance notice (a " Draw Down Notice ") directing GCEF to purchase any amount of our Common Stock up to the Draw Down Limit (as described below). The Draw Down Limit shall not exceed four hundred percent (400%) of the average daily trading volume for the 30 trading days immediately preceding the date the Company delivers the Draw Down Notice and the Common Stock at a per-share amount equal to 90% of the average Daily Closing Price during the Draw Down Pricing Period (as defined in the ELOC Purchase Agreement), for an aggregate maximum amount of $25,000,000 (the " Aggregate Limit "). The number of shares that we can issue to GCEF from time to time under the ELOC Purchase Agreement shall not be more than 4.99% of the number of Common Stock issued and outstanding as of the date of such proposed issuance. In addition, GCEF will not be required to buy any shares of our Common Stock pursuant to a Draw Down Notice on any trading day on which the closing trade price of our Common Stock is below $0.01. We will control the timing and amount of sales of our Common Stock to GCEF. GCEF has no right to require any sales by us, and is obligated

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The execution of the ELOC Purchase Agreement and the transactions contemplated thereby were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. -2-

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 10.1* Purchase Agreement, dated July 25, 2024, by and between TurnOnGreen, Inc. and GCEF Opportunity Fund, LLC. 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). __________ * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We will furnish supplementally a copy of any omitted exhibits or schedules to the Securities and Exchange Commission upon request . -3- 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: July 31, 2024 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman -4-

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