TurnOnGreen Files 8-K: Agreements, Obligations, Equity Sales

TL;DR

TurnOnGreen dropped an 8-K: new deals, debt, and stock sales. Watch this space.

AI Summary

TurnOnGreen, Inc. filed an 8-K on October 29, 2025, reporting several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by TurnOnGreen, Inc., including new financial commitments and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, suggesting potential financial risks and changes in share structure.

Key Players & Entities

• TurnOnGreen, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• October 29, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1,650,000 — the aggregate principal amount of up to $1,650,000 (the " Convertible Notes ") for a total
• $1.5 million — ") for a total purchase price of up to $1.5 million (the " Loan "). The consummation of th
• $440,000 — of Four Hundred Forty Thousand Dollars ($440,000), for a purchase price of Four Hundred
• $400,000 — price of Four Hundred Thousand Dollars ($400,000). Pursuant to the Agreement, subject t
• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), issua
• $220,000 — of Two Hundred Twenty Thousand Dollars ($220,000), for a purchase price of Two Hundred T
• $200,000 — price of Two Hundred Thousand Dollars ($200,000). Following the SEC's declaration of e
• $990,000 — f Nine Hundred Ninety Thousand Dollars ($990,000) for a total purchase price of Nine Hun
• $900,000 — price of Nine Hundred Thousand Dollars ($900,000), to be funded in monthly increments co
• $300,000 — time the Convertible Notes in excess of $300,000 will accrue interest at 20% per annum.
• $0.035 — on Price ") equal to the greater of (i) $0.035 per share (the " Floor Price "), which

Filing Documents

• i10292518k.htm (8-K) — 39KB
• ex4_1.htm (EX-4.1) — 94KB
• ex10_1.htm (EX-10.1) — 278KB
• ex10_2.htm (EX-10.2) — 101KB
• ex10_3.htm (EX-10.3) — 65KB
• ex10_4.htm (EX-10.4) — 60KB
• 0001214659-25-015513.txt ( ) — 932KB
• imhc-20251029.xsd (EX-101.SCH) — 3KB
• imhc-20251029_lab.xml (EX-101.LAB) — 33KB
• imhc-20251029_pre.xml (EX-101.PRE) — 22KB
• i10292518k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 29, 2025 (the " Execution Date "), TurnOnGreen, Inc., a Nevada corporation (the " Company ") entered into a Securities Purchase Agreement (the " Agreement ") with SJC Lending LLC, a Delaware limited liability company (" SJC "), pursuant to which the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $1,650,000 (the " Convertible Notes ") for a total purchase price of up to $1.5 million (the " Loan "). The consummation of the transactions contemplated by the Agreement is subject to various customary closing conditions. In addition, SJC entered into various collateral agreements in support of the Convertible Notes, including: (i) an Intellectual Property Security Agreement (the " IP Security Agreement "), pursuant to which the Company and its subsidiaries, Digital Power Corporation, a Delaware corporation (" Digital Power "), and TOG Technologies, Inc., a Nevada corporation (" TOGT " and, together with Digital Power, collectively, the " Company's Subsidiaries "), granted SJC a continuing security interest in all of their right, title, and interest in certain trademarks, copyrights, patents, and mask works; (ii) a Security Agreement (the " Security Agreement "), pursuant to which the Company and the Company's Subsidiaries granted SJC a security interest in substantially all of their respective assets as collateral for repayment of the Convertible Notes; and (iii) a Pledge Agreement (the " Pledge Agreement "), pursuant to which the Company pledged the capital stock of the Company's Subsidiaries as additional collateral. The material terms of the Agreement and the Convertible Notes are summarized below. Description of the Agreement The Agreement provides that the Loan shall be conducted through seven (7) separate tranche closings, provided, however, that SJC has the ability, exercisable in its sole discretion, to purchase any principal face amount o

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Convertible Note described in this Current Report on Form 8-K was offered and issued to SJC in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Convertible Note, issued October 29, 2025. 10.1 Securities Purchase Agreement, dated October 29, 2025, by and between TurnOnGreen, Inc. and SJC Lending LLC. 10.2 Form of IP Security Agreement, dated October 29, 2025. 10.3 Form of Security Agreement, dated October 29, 2025. 10.4 Form of Pledge Agreement, dated October 29, 2025. 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). 4 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 29, 2025 /s/ Amos Kohn Amos Kohn Chief Executive Officer and Chairman 5

View Full Filing

View this 8-K filing on SEC EDGAR