TurnOnGreen Registers 47.1M Shares for Resale by Lender SJC Lending LLC

TL;DR

**TOGIW's S-1 filing for SJC Lending's share resale is a massive dilution warning, signaling potential downward pressure on the stock as a lender offloads millions of shares.**

AI Summary

TurnOnGreen, Inc. (TOGIW) filed an S-1 on December 16, 2025, to register the resale of up to 47,142,858 shares of common stock by Selling Stockholder SJC Lending LLC. These shares are issuable upon the conversion of convertible promissory notes totaling up to $1,650,000 in principal amount, purchased by SJC for $1,500,000. The initial tranche of $440,000 principal amount was issued on October 29, 2025, for $400,000. The Convertible Notes accrue interest at 12% per annum, escalating to 20% on amounts over $300,000 upon default, and mature one year from issuance. The conversion price is the greater of a $0.035 floor price or a 20% discount to the lowest VWAP over the preceding ten trading days. TOGIW, through its subsidiaries Digital Power Corporation and TOG Technologies, Inc., designs and manufactures power electronic solutions for defense, medical, telecommunications, industrial, and e-Mobility sectors, with EV charging solutions launched commercially in 2021. The company will not receive any proceeds from the resale of these shares by SJC Lending LLC. As of December 15, 2025, TOGIW's common stock traded at $0.060 per share on the OTCID Market.

Why It Matters

This S-1 filing signals a significant potential dilution event for existing TurnOnGreen (TOGIW) shareholders, as up to 47,142,858 shares could enter the market from SJC Lending LLC. For investors, this means increased supply of shares, which could exert downward pressure on the stock price, especially given the current $0.060 per share trading price and the $0.035 conversion floor. The financing structure, involving convertible notes with a 12% interest rate (20% on default), highlights the company's reliance on dilutive financing to fund operations, potentially indicating ongoing capital needs. In the competitive EV charging and power electronics markets, this financing could provide necessary capital for TOGIW to expand, but the terms suggest a high cost of capital, which could impact long-term profitability and competitive positioning.

Risk Assessment

Risk Level: high — The risk level is high due to the significant potential for dilution from the resale of up to 47,142,858 shares by SJC Lending LLC. This amount is substantial compared to the company's current market capitalization, especially with the common stock trading at $0.060 per share as of December 15, 2025. The convertible notes also carry a high interest rate of 12% per annum, increasing to 20% on amounts over $300,000 upon default, indicating a high cost of capital and potential financial strain.

Analyst Insight

Investors should exercise extreme caution and consider the immediate dilutive impact of 47,142,858 shares potentially entering the market. Given the high interest rates on the convertible notes and the low current stock price of $0.060, new investors should likely avoid TOGIW until a clearer path to profitability and less dilutive financing is evident. Existing shareholders should evaluate their position, as significant selling pressure could depress the stock further.

Key Numbers

• 47,142,858 — Shares of Common Stock (Maximum shares registered for resale by SJC Lending LLC, indicating potential dilution.)
• $0.001 — Par Value per Share (Par value of TurnOnGreen's common stock.)
• $1,650,000 — Aggregate Principal Amount of Convertible Notes (Maximum principal amount of Convertible Notes SJC Lending LLC agreed to purchase.)
• $1,500,000 — Total Purchase Price for Convertible Notes (Cash received by TurnOnGreen for the Convertible Notes, representing a $150,000 discount.)
• $440,000 — Initial Tranche Principal Amount (Principal amount of Convertible Note issued on October 29, 2025.)
• $400,000 — Initial Tranche Purchase Price (Cash received for the initial tranche of Convertible Notes.)
• 12% — Annual Interest Rate (Interest rate on the Convertible Notes.)
• 20% — Default Interest Rate (Increased interest rate on Convertible Notes (over $300,000) upon an event of default.)
• $0.035 — Floor Price for Conversion (Minimum conversion price per share for the Convertible Notes.)
• $0.060 — Last Reported Sale Price (TurnOnGreen's common stock price on December 15, 2025, on the OTCID Market.)

Key Players & Entities

• TurnOnGreen, Inc. (company) — Registrant in S-1 filing
• TOGIW (company) — Ticker symbol for TurnOnGreen, Inc.
• SJC Lending LLC (company) — Selling Stockholder and purchaser of Convertible Notes
• Amos Kohn (person) — Chief Executive Officer and Chairman of TurnOnGreen, Inc.
• Donte Z. Bronaugh, Esq. (person) — General Counsel for TurnOnGreen, Inc.
• Kenneth A. Schlesinger, Esq. (person) — Counsel from Olshan Frome Wolosky LLP
• Spencer G. Feldman, Esq. (person) — Counsel from Olshan Frome Wolosky LLP
• Digital Power Corporation (company) — Wholly owned subsidiary of TurnOnGreen, Inc.
• TOG Technologies, Inc. (company) — Wholly owned subsidiary of TurnOnGreen, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing

FAQ

Risk Factors

• Limited Trading Market and Price Volatility [high — market]: TurnOnGreen's common stock has a limited trading market, potentially making it difficult for investors to sell shares at desired prices. The stock may also experience extreme price volatility.
• Penny Stock Classification [medium — market]: The common stock may be considered a 'penny stock,' subjecting it to heightened SEC rules and broker-dealer requirements. This can limit liquidity and reduce investor interest.
• Potential for Substantial Dilution [high — financial]: Future issuances of common stock, whether from financings, warrant exercises, or option exercises, could cause substantial dilution to existing stockholders. The current S-1 filing itself registers up to 47,142,858 shares for resale, which could increase outstanding shares by approximately 25.6% from the current 183,983,122 shares.
• Concentrated Stock Control [medium — market]: A small number of stockholders may control a significant portion of the company's outstanding shares, potentially influencing or controlling important corporate decisions.
• Preferred Stock Issuance Risk [medium — financial]: The company may issue preferred stock without stockholder approval, which could have rights superior to common stock and adversely affect its value.
• EV Industry Regulatory Changes [medium — regulatory]: Changes in U.S. and international fuel-economy standards, tax incentives, or regulatory policies could reduce demand for electric vehicles and related charging products.
• EV Industry Competition [high — market]: The company operates in a competitive, rapidly evolving EV industry with larger, better-capitalized competitors who may develop superior technologies, reduce prices, or capture market share.
• EV Industry Supply Chain Disruptions [medium — operational]: The EV industry is highly dependent on global supply chains. Disruptions in battery materials, electronics, or critical components could negatively affect demand and pricing for TurnOnGreen's products.

Industry Context

TurnOnGreen operates in the power electronics solutions sector, with a focus on the rapidly evolving e-Mobility market, specifically EV charging solutions. The industry is characterized by intense competition from larger, well-capitalized players and is heavily reliant on global supply chains for critical components like batteries and electronics. Regulatory shifts in fuel economy standards and incentives significantly influence demand for EV products.

Regulatory Implications

The company's stock may be subject to 'penny stock' regulations due to its low trading price, potentially increasing compliance burdens and limiting investor access. Furthermore, changes in government policies related to fuel economy, EV adoption incentives, and emissions standards can directly impact the demand for TurnOnGreen's EV charging products.

What Investors Should Do

1. Assess Dilution Risk
2. Monitor EV Industry Trends and Regulations
3. Evaluate Competitive Landscape
4. Understand Convertible Note Terms

Key Dates

• 2025-10-29: Initial Tranche of Convertible Notes Issued — SJC Lending LLC purchased $440,000 in principal amount of convertible notes for $400,000, indicating an initial discount and setting terms for future financing.
• 2025-12-15: Common Stock Last Reported Sale Price — TurnOnGreen's common stock traded at $0.060 per share on the OTCID Market, providing a current valuation reference point.
• 2025-12-16: S-1 Filing for Resale of Shares — TurnOnGreen filed an S-1 to register the resale of up to 47,142,858 shares by SJC Lending LLC, signaling potential significant dilution and a liquidity event for the investor.

Glossary

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This filing details the terms of the convertible notes and the resale of shares by SJC Lending LLC, providing critical information for potential investors.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity (stock) in the issuing company under certain conditions. (These notes represent a significant portion of the shares being registered for resale and have specific conversion terms, including a floor price and discount to VWAP.)

Selling Stockholder

An existing shareholder who is registering their shares for resale to the public, as opposed to the company itself selling new shares. (SJC Lending LLC is the selling stockholder in this S-1, and the company will not receive proceeds from their resale.)

VWAP (Volume Weighted Average Price)

The average price of a security over a given period, weighted by the trading volume at each price level. It is often used as a benchmark for trading execution. (The conversion price of the notes is tied to the VWAP, with a 20% discount to the lowest VWAP over the preceding ten trading days, influencing the number of shares issued upon conversion.)

Dilution

The reduction in the ownership percentage of a shareholder when a company issues new shares, which increases the total number of outstanding shares. (The resale of up to 47,142,858 shares represents a potential dilution of approximately 25.6% to existing shareholders, impacting their ownership stake and earnings per share.)

Penny Stock

A stock that typically trades for less than $5 per share, often associated with small companies and subject to stricter regulatory requirements. (TurnOnGreen's stock may be classified as a penny stock, which can affect its liquidity and investor accessibility due to enhanced SEC rules.)

OTCID Market

A market for over-the-counter (OTC) securities, often for smaller companies that do not meet the listing requirements of major exchanges like the NYSE or Nasdaq. (TurnOnGreen's common stock is traded on this market, indicating its status as a smaller, potentially less liquid security.)

Year-Over-Year Comparison

This S-1 filing is primarily for the resale of shares by a specific investor (SJC Lending LLC) and does not appear to be a comprehensive update on the company's financial performance compared to a prior period. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks from a previous filing is not feasible based on the provided context.

Key Financial Figures

• $0.001 — 2,858 shares of common stock, par value $0.001 per share (" Common Stock ") (such amou
• $0.035 — ed upon the minimum conversion price of $0.035 per share (the " Floor Price "), as des
• $1,650,000 — the aggregate principal amount of up to $1,650,000 (the " Convertible Notes ") for a total
• $1,500,000 — Notes ") for a total purchase price of $1,500,000. The Securities Purchase Agreement prov
• $440,000 — Note to SJC in the principal amount of $440,000, for a purchase price of $400,000. Pur
• $400,000 — nt of $440,000, for a purchase price of $400,000. Pursuant to the Securities Purchase A
• $220,000 — rtible Notes in the principal amount of $220,000, for a purchase price of $200,000 one m
• $200,000 — nt of $220,000, for a purchase price of $200,000 one month after the initial tranche clo
• $990,000 — g an aggregate principal face amount of $990,000 for a total purchase price of $900,000,
• $900,000 — $990,000 for a total purchase price of $900,000, to be funded in monthly increments con
• $300,000 — time the Convertible Notes in excess of $300,000 would accrue interest at 20% per annum.
• $0.060 — rted sale price of our Common Stock was $0.060 per share. The Selling Stockholder may
• $250 million — maller reporting company" until we have $250 million or more in public float (based on our c
• $700 m — on our common stock) that is less than $700 million, annual revenues of $100 million
• $100 million — s than $700 million, annual revenues of $100 million or more during the most recently comple

Filing Documents

• p1212251s1.htm (S-1) — 1696KB
• ex5_1.htm (EX-5.1) — 13KB
• ex21_1.htm (EX-21.1) — 2KB
• ex23_1.htm (EX-23.1) — 2KB
• ex107.htm (EX-FILING FEES) — 14KB
• olshan_footer.jpg (GRAPHIC) — 5KB
• olshanaddress_header.jpg (GRAPHIC) — 10KB
• olshanlogo_header.jpg (GRAPHIC) — 7KB
• olshanwebaddy_footer.jpg (GRAPHIC) — 6KB
• p1212251s1_image1.jpg (GRAPHIC) — 161KB
• p1212251s1_image2.jpg (GRAPHIC) — 113KB
• 0001214659-25-018074.txt ( ) — 7634KB
• togi-20251213.xsd (EX-101.SCH) — 51KB
• togi-20251213_cal.xml (EX-101.CAL) — 67KB
• togi-20251213_def.xml (EX-101.DEF) — 151KB
• togi-20251213_lab.xml (EX-101.LAB) — 311KB
• togi-20251213_pre.xml (EX-101.PRE) — 267KB
• p1212251s1_htm.xml (XML) — 1147KB
• ex107_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 8 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 36

USE OF PROCEEDS

USE OF PROCEEDS 37 MARKET FOR OUR COMMON STOCK 38 DIVIDEND POLICY 39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40 DESCRIPTION OF THE BUSINESS 44 MANAGEMENT AND BOARD OF DIRECTORS 57 EXECUTIVE AND DIRECTOR COMPENSATION 59

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 64 SELLING STOCKHOLDER 69 PLAN OF DISTRIBUTION 70 DESCRIPTION OF THE CONVERTIBLE NOTE FINANCING 72 LEGAL MATTERS 73 EXPERTS 73 WHERE YOU CAN FIND MORE INFORMATION 73 INDEX TO FINANCIAL STATEMENTS F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-1 that we filed with the SEC. The Selling Stockholder may, from time to time, sell up to 47,142,858 shares of Common Stock, as described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the Common Stock described in this prospectus. You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus filed with the SEC. Neither we nor the Selling Stockholder has authorized anyone to provide you with additional information or information different from that contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses prepared by us or on our behalf and filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholder is offering to sell our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If

financial statements and reduce investor confidence

financial statements and reduce investor confidence. Risks Related to This Offering Our Comon Stock has a limited trading market and may experience extreme price volatility, making it difficult for investors to sell their shares at desired times or prices. Our Comon Stock may be considered a "penny stock," subjecting it to heightened SEC rules and broker-dealer requirements, which can limit liquidity and reduce investor interest. 3 Future issuances of Comon Stock—whether pursuant to financings, warrant exercises, option exercises, or other transactions—may cause substantial dilution to existing stockholders. A small number of stockholders may control a significant portion of our outstanding shares and may influence or control important corporate decisions. We may issue preferred stock without stockholder approval, which could have rights superior to those of Comon Stockholders and could adversely affect the value of our Comon Stock. Risks Related to the EV Industry Changes in U.S. and international fuel-economy standards, tax incentives, or regulatory policies may reduce demand for electric vehicles and related charging products. Declining EV demand or slower-than-expected adoption of EV technologies may reduce the need for our products and services. We operate in a competitive, rapidly evolving industry with larger, better-capitalized competitors who may develop superior technologies, reduce prices, or capture market share. The EV industry is highly dependent on global supply chains, and disruptions in battery materials, electronics, or critical components could negatively affect demand and pricing. Risks Related to Our Relationship With Hyperscale We cannot rely on Hyperscale or any affiliated entity to provide future financial assistance, capital support, or operational resources, and any assumption that such support will continue could be incorrect. Any financial instability, liquidity constraints, or strategic changes at Hyperscale

Use of proceeds

Use of proceeds We will not receive any proceeds from the resale of the Conversion Shares. See the section titled " Use of Proceeds ."

Risk factors

Risk factors See the section titled " Risk Factors " and the other information included in this prospectus for a discussion of factor

View Full Filing

View this S-1 filing on SEC EDGAR