OTC: TOGI
TurnOnGreen, Inc.CIK 0001349706 · SIC 3690 · Miscellaneous Electrical Equipment
TurnOnGreen, Inc., a Nevada corporation (“TOGI”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies Inc. (“TOGT,” and together with Digital Power, the “TurnOnGreen”), is an emerging provider of premium power electronic and electric vehicle (“EV”)… About this business →
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Latest financial statements
From 10-Q filed Aug 13, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations (Unaudited)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|---|---|
| Revenue | 1,754,000 | 1,692,000 | 3,490,000 | 3,284,000 |
| Cost of revenue | 933,000 | 1,011,000 | 1,856,000 | 1,873,000 |
| Gross profit | 821,000 | 681,000 | 1,634,000 | 1,411,000 |
| Operating expenses: | ||||
| General and administration | 734,000 | 936,000 | 1,860,000 | 1,831,000 |
| Selling and marketing | 241,000 | 249,000 | 549,000 | 494,000 |
| Total operating expenses | 975,000 | 1,185,000 | 2,409,000 | 2,325,000 |
| Operating loss | (154,000) | (504,000) | (775,000) | (914,000) |
| Other (income) expense: | ||||
| Interest expense, related party | 171,000 | 138,000 | 341,000 | 262,000 |
| Interest expense | 80,000 | 7,000 | 130,000 | 14,000 |
| Change in fair value of embedded derivative liabilities | (59,000) | - | (127,000) | - |
| Total other expense | 192,000 | 145,000 | 344,000 | 276,000 |
| Loss before income taxes | (346,000) | (649,000) | (1,119,000) | (1,190,000) |
| Income tax provision | 2,000 | 2,000 | 2,000 | 2,000 |
| Net loss | (348,000) | (651,000) | (1,121,000) | (1,192,000) |
| Net loss per common share basic and diluted: | (0.00) | (0.00) | (0.01) | (0.01) |
| Weighted average common shares, basic and diluted | 183,983,122 | 183,983,122 | 183,983,122 | 183,981,838 |
Condensed Consolidated Balance Sheets (Unaudited)
| Description | June 30, 2026 | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash and cash equivalents | 61,000 | 65,000 |
| Accounts receivable | 1,672,000 | 1,434,000 |
| Inventories | 1,098,000 | 984,000 |
| Prepaid expenses | 75,000 | 90,000 |
| TOTAL CURRENT ASSETS | 2,906,000 | 2,573,000 |
| Property and equipment, net | 93,000 | 159,000 |
| Right-of-use assets | 1,466,000 | 45,000 |
| Other noncurrent assets | 200,000 | 450,000 |
| TOTAL ASSETS | 4,665,000 | 3,227,000 |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||
| CURRENT LIABILITIES | ||
| Accounts payable, accrued expenses and other current liabilities | 1,126,000 | 1,312,000 |
| Convertible notes payable | 1,480,000 | 557,000 |
| Lawsuit liability | 1,166,000 | 1,157,000 |
| Operating lease liability, current | 258,000 | 51,000 |
| Related party notes and advances payable | 8,173,000 | 7,854,000 |
| TOTAL CURRENT LIABILITIES | 12,203,000 | 10,931,000 |
| LONG TERM LIABILITIES | ||
| Operating lease liability, non-current | 1,247,000 | - |
| Other long term liabilities | 178,000 | 138,000 |
| TOTAL LIABILITIES | 13,628,000 | 11,069,000 |
| 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 June 30, 2026, and December 31, 2025, 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 June 30, 2026, and December 31, 2025: 183,983,122 shares issued and outstanding on June 30, 2026, and December 31, 2025 | 184,000 | 184,000 |
| Additional paid-in capital | 16,174,000 | 16,174,000 |
| Accumulated deficit | (50,321,000) | (49,200,000) |
| TOTAL SHAREHOLDERS’ DEFICIT | (33,963,000) | (32,842,000) |
| TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT | 4,665,000 | 3,227,000 |
Condensed Consolidated Statement of Cash Flows (Unaudited)
| Description | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|
| Net (loss) | (1,121,000) | (1,192,000) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 17,000 | 39,000 |
| Amortization of right-of-use assets | 127,000 | 256,000 |
| Amortization of debt discount | 50,000 | - |
| Inventory adjustment | - | 41,000 |
| Change in fair value of embedded derivative liabilities | (127,000) | - |
| Changes in operating assets and liabilities | ||
| Accounts receivable | (238,000) | 234,000 |
| Prepaid expenses and other assets | (1,283,000) | 27,000 |
| Inventory | (114,000) | (254,000) |
| Accounts payable | 15,000 | (566,000) |
| Customer advances | (112,000) | 501,000 |
| Accrued expenses, other current liabilities, and lawsuit liability | (80,000) | 91,000 |
| Operating lease liabilities and other liabilities | 1,494,000 | (292,000) |
| Net cash used in operating activities | (1,372,000) | (1,115,000) |
| Cash flows from investing activities: | ||
| Government grant related to equipment | 49,000 | - |
| Cash provided by investing activities | 49,000 | - |
| Cash flows from financing activities: | ||
| Proceeds from related party advances | 545,000 | 1,292,000 |
| Payments for related party advances | (226,000) | |
| Proceeds from notes payable | 1,000,000 | |
| Proceeds from exercise of warrants | - | 3,000 |
| Net cash provided by financing activities | 1,319,000 | 1,295,000 |
| Net decrease in cash and cash equivalents | (4,000) | 180,000 |
| Cash at beginning of period | 65,000 | 27,000 |
| Cash at end of period | 61,000 | 207,000 |
| Supplemental disclosures of cash flow information: | ||
| Cash paid during the period for interest | 11,000 | - |
| Cash paid during the period for income taxes | 2,000 | - |
| Non-cash investing and financing activities: | ||
| Recognition of new operating lease right-of-use assets and lease liabilities | 1,593,000 | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About TurnOnGreen, Inc.
Source: Item 1 (Business) from the 10-K filed March 31, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
Overview
TurnOnGreen, Inc., a
Nevada corporation (“TOGI”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”)
and TOG Technologies Inc. (“TOGT,” and together with Digital Power, the “TurnOnGreen”), is an emerging provider
of premium power electronic and electric vehicle (“EV”) charging solutions. TurnOnGreen designs, develops, manufactures, and
sells highly engineered, feature-rich, high-grade power conversion systems and power solutions for mission-critical, life-sustaining,
and lifesaving applications across a variety of sectors, particularly those operating in demanding and harsh environments. TurnOnGreen
serves a broad range of markets, including defense and aerospace, medical and healthcare, industrial applications, telecommunications,
e-Mobility, and OEM solutions. TurnOnGreen’s products are highly adaptive, featuring customized firmware meticulously configured
to meet the specific requirements and challenges of its customers’ applications. Approximately 17% of TurnOnGreen’s revenue
is generated leveraging its core power technologies to deliver comprehensive EV charging infrastructure and subscription-based charging
network management services for residential, fleet, hospitality, workplace, healthcare, municipal, and educational environments including
universities and schools.
Digital Power offers
a broad range of rugged power solutions for the defense and aerospace market. These solutions feature the ability to withstand harsh environments.
For more than 50 years, Digital Power has provided rugged products and custom power solutions designed end-to-end for military and aerospace
applications. Digital Power offers a wide variety of units designed to comply with the most demanding United States and international
military standards (“MIL-STDs”).
Read full description ↓
In addition, Digital
Power provides a comprehensive range of integrated power system solutions that are designed to meet the diverse and precise needs of its
customers with the highest levels of efficiency, flexibility and scalability. Digital Power designs develop and manufacture custom power
systems to meet performance and/or form-factor requirements that cannot be met with standard power products. These power system solutions
are designed to function reliably in harsh environments associated with defense and aerospace applications, while also being utilized
for applications ranging from industrial and telecommunications equipment to medical instrumentation. TurnOnGreen believes that Digital
Power’s power products are highly adaptive and feature digital power management and software configurations that allow them to achieve
higher power efficiency to meet the requirements of both its customers and its original equipment manufacturers (“OEMs”).
In addition to Digital Power’s custom power system solutions, it also provides a wide range of industry-standard power products.
These products include their alternating current (“AC”) into a stable direct current (“DC”) voltage open-frame
product series, which TurnOnGreen believes to be among the industry’s leading power switchers in terms of power efficiency. The
open-frame products are deployed in highly compact form factors and modular power series that support configurable multiple DC outputs.
Additionally, Digital Power offers high-power and high-voltage laser power supplies tailored to meet the unique requirements of medical,
dental, and industrial pulsed energy systems. Digital Power’s expertise also encompasses high-performance and high-power data-center
power supplies, semiconductor fabrication equipment power source supplies, desktop power supplies, and a comprehensive range of value-added
customized AC/DC and DC/DC ruggedized power supply and system solutions.
Digital Power’s
power products serve a wide range of applications across several critical industries. In the defense and aerospace industry, typical applications
include mobile and ground communications systems, naval power conversion, automated test and simulation equipment for weapon systems,
combat and airborne power supplies, radar array power sources, tactical gyro position and navigation systems, and active protection systems
for tactical vehicles. In the industrial and telecommunications industry, typical applications include packaging equipment, laboratory
and diagnostic equipment, industrial laser drivers, data center computing infrastructure, and turbomachinery control solutions. In the
medical and healthcare industry, typical applications include portable oxygen concentrators, patient monitoring systems, pulsed laser
drivers for dental and surgical treatments, DNA sequencers, medical beds, and ultrasound systems.
TOGT provides EV drivers and site hosts with convenient,
reliable, and high-speed charging solutions. TOGT designs, manufactures, resells, owns, operates, and supplies Level 2 AC and DC fast
charging (“DCFC”) equipment for residential, commercial, and fleet applications. Its Level 2 charging systems are deployed
at single-family homes, multi-family residences, hospitality and healthcare facilities, retail properties, municipalities, schools, workplaces,
and fleet depots. TOGT’s DCFC systems are designed for high-traffic urban, suburban, corridor, destination, and fleet locations
where rapid charging and high utilization are essential. TOGT also offers a charger-as-a-service (CaaS) model in which customers receive
charging hardware bundled with access to the TOGI network.
The Company also amended and restated its bylaws
on January 11, 2024, to reflect the change in its name. The principal executive offices of the Company are located at 2030 Ringwood
Ave., San Jose, California 95131, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.
1
Our Products and Markets
Power System Products
and Technology
Power System Solutions.
At Digital Power, we provide a comprehensive range of advanced, integrated power system solutions engineered to meet the diverse and precise
requirements of our customers with the highest levels of efficiency, flexibility, and scalability. The core focus of our business is the
design, development, and manufacture of custom power systems for mission-critical defense and aerospace applications. These systems are
built to operate with exceptional reliability in harsh, high-stress environments, including extreme temperatures, electromagnetic exposure,
altitude variation, and rigorous shock and vibration conditions. Our defense-grade products are utilized in a wide variety of platforms
and subsystems, including communications, surveillance, guidance, targeting, and unmanned systems.
Beyond defense and aerospace,
our power solutions are deployed in demanding industrial, telecommunications, and medical instrumentation applications. Our products incorporate
adaptive digital power management and configurable software control, enabling high power density, improved efficiency, and precise output
performance to satisfy both end-user needs and OEM specifications.
In addition to custom-engineered
defense and industrial systems, Digital Power offers a broad range of industry-standard power products. These include our AC/DC Open Frame
series, which we believe to be among the industry’s leading high-efficiency power switchers, available in highly compact formats
and modular architectures that support configurable multiple DC outputs. We also supply high-power and high-voltage laser power solutions
tailored for medical, dental, and industrial pulsed-energy applications, as well as high-performance power products used in data-center
infrastructure, semiconductor fabrication equipment, and desktop computing. Our portfolio further includes ruggedized AC/DC and DC/DC
conversion systems and value-added engineered solutions for customers requiring highly specialized performance characteristics.
Power Technology for
High-Grade Power Products. We offer our feature rich based power rectifiers that support flexible configuration and high-grade design
implementation. This includes innovative designs and implementation of digital power management improving power efficiently and customization
of the product. It includes digital signal processor controls for the power factor corrector (“PFC”) and DC to DC conversing.
The advanced power technology used in our products includes synchronous rectifiers, two-phase PFC, power management integrated circuits
and features such as hot plug capacity and intelligent current sharing. While some of our customers have special requirements that include
a full custom design, other customers may require only certain electrical changes to standard power supply products, such as modified
output voltages, unique status and control signals and mechanical repackaging tailored to fit the specific application. We offer a wide
range of standard and modified standard products that can be easily integrated with any platform across our diversified market segments.
For example, our board
mount converters are ideal for a range of consumer electronics, medical applications and industrial control applications. These AC/DC
and DC/DC power supplies range from 10 to 9,000 watts, with operating temperatures from -40 to +85 degrees Celsius and include universal
AC input and/or wide range of DC inputs that are widely used by our defense and aerospace customers and for uninterruptible power supplies
applications.
Value-Added Services.
We also offer a range of AC/DC and DC/DC products that provide value to our customers due to the configuration we provide to fit each
customer’s specific needs, which often require multiple voltage outputs. These custom products illustrate the benefits and flexibility
of our modular approach to offer higher performance, higher power densities, lower costs and faster delivery than many competitive offerings.
Our configurable products typically are used in a wide range of distributed power architecture implementations in defense and aerospace
electronic systems, industrial and telecommunication applications, as well as medical and healthcare instrumentation and equipment. Such
configurable products include our capacitor charger supplies, which support out powers from 50 watts to 9,000 watts, with configurable
voltages from 500 volts to 3,000 volts.
Power System Markets
We sell our power systems
as integrated solutions to our diverse customers for a wide range of applications in the global markets and sectors we serve, including
medical and healthcare, defense and aerospace, and industrial and telecommunications. We also sell our products as stand-alone products
to our commercial customers and, most recently, we have started to roll out our EV charger products to consumers. Our current commercial
customer base consists of approximately 98 companies, which are served through our direct sales groups and our strategic partner channels.
During the years ended December 31, 2025, and 2024, approximately 94.05% and 98.5% of our revenues, respectively, were generated from
customers located in North America.
Medical and Healthcare.
Our power solutions are ideal for healthcare and medical applications that require a high level of reliability and performance due to
their quality, output power and high-power density. Our power supplies meet the rigorous medical safety requirements and major industrial
safety standards related to such products to major industrial safety standards, including the EN60601-1 safety standard and the 4th Edition
EMC compliance requirements, and help medical device and system manufacturers speed compliance testing of their own products. Our qualification
testing facilities are also approved by various safety agencies to test and qualify power products to be used in medical devices. We have
obtained the medical quality management systems ISO 13485 certification to support rigorous design requirements and high-quality manufacturing
of our medical power systems. Our medical power products help OEMs minimize the risk of encountering unexpected development problems outside
of their own areas of expertise. The typical applications for our power products in the medical and healthcare industry include portable
oxygen concentrators, patient monitoring systems, pulsed lasers drivers for dental and surgical treatment, DNA sequencers, medical beds
and ultrasounds. Revenues from the medical and healthcare industry accounted for approximately 3% and 11% of all revenues received from
our power supply products for the years ended December 31, 2025, and 2024, respectively.
2
Defense and Aerospace.
We offer a broad range of rugged power solutions for the defense and aerospace market. These solutions feature the ability to withstand
harsh environments. For more than 50 years, we have been providing rugged customer off-the-shelf (“COTS”) products and custom
power solutions designed end-to-end for military and aerospace applications. We offer a wide variety of units designed to comply with
the most demanding United States and international MIL-STDs. We believe that our military products meet all relevant military standards
in accordance with the Defense Standardization Program Policies and Procedures. This includes specifications related to space, weight,
output power, electromagnetic compatibility, power density and multiple output requirements, all of which we meet due to decades of experience
held by our engineering teams. Certain of our products that are specifically designed, modified, configured or adapted for military systems
are subject to the United States International Traffic in Arms Regulations (“ITAR”), which are administered by the U.S. Department
of State. We obtain the required export licenses for any exports subject to ITAR. Our defense manufacturing facilities are compliant with
the international Quality Management System standard for the AS&D AS9100.
The typical applications
for our power products in the defense and aerospace industry include mobile and ground communications, naval power conversion, automated
test and simulation equipment for weapon systems, combat and airborne power supplies, radar arrays power source, tactical gyro position
and navigation systems and active protection of tactical vehicles. Revenues from the defense and aerospace industry accounted for approximately
61% and 48% of all revenues received from our power supply products for the years ended December 31, 2025, and 2024, respectively.
Industrial and Telecommunications.
We build products for custom and standard applications used in industrial and telecommunication markets and set the standard in flexibility,
efficiency and reliability. Our compact, high-density and flexible power supplies and power converters allow optimal performance, boost
functionality and decrease costs. Due to the breadth of our experience, our products have proven to easily meet stringent design requirements.
Our industrial power solutions are designed to stand up to the extreme temperatures, input surges, vibration and shock found through uses
such as industrial automation, material handling, industrial lasers, robotics, agriculture, oil, and gas, mining and outdoor applications.
Our technology is designed for superior thermal management, reliability, electromagnetic interference (“EMI”) and electromagnetic
compatibility (“EMC”) specifications and power density, with rugged performance that is typically unavailable in standard
power supplies. The typical applications for our power products in the industrial and telecommunications industry include packaging equipment,
laboratory and diagnostic equipment, industrial laser drivers, datacenter computing and turbomachinery control solutions. Revenues
from the industrial and telecommunications industry accounted for approximately 36% and 41% of all revenues received from our power supply
products for the years ended December 31, 2025, and 2024, respectively.
EV Charging Products
At TOG Technologies we
provide EV drivers and site hosts with convenient, reliable, and high-speed charging solutions. TOGT designs, manufactures, resells, owns,
operates, and supplies Level 2 AC and DCFC equipment for residential, commercial, and fleet applications. Our Level 2 charging systems
are deployed at single-family homes, multi-family residences, hospitality and healthcare facilities, retail properties, municipalities,
schools, workplaces, and fleet depots. Our DCFC systems are designed for high-traffic urban, suburban, corridor, destination, and fleet
locations, where rapid charging and high utilization are essential.
Leveraging more than
50 years of experience in high-performance power conversion, TOGT develops charging hardware and software solutions that address the expected
global expansion of EV infrastructure, and the increasing energy demands of battery-electric vehicles. Our innovative DCFC platforms can
deliver an approximately full charge to a 250-mile range EV battery in roughly 35 minutes, depending on vehicle specifications.
We offer a comprehensive
portfolio of networked EV charging products, including Level 2 AC chargers supporting the SAE J1772 standard, and DCFC systems compatible
with the North American Combined Charging System Type 1 (“CCS1”), the SAE J3400 North America Charging Standard (“NACS”),
and the CHArge de MOve (“CHAdeMO”) standard used in certain Japanese-manufactured EVs. Our chargers are supported by a cloud-based
charging station management system (“CSMS”) that operates, monitors, and manages charging infrastructure, enabling remote
diagnostics, charging data collection, access control, and payment processing.
We expect demand for
EV charging infrastructure to grow as the demand for EV charging infrastructure increases from fleet operators and municipalities in addition
to utilities enhance grid capabilities. TOGT intends to generate revenue primarily through sales of networked charging hardware and recurring
subscription fees for TOG Network Services, which include charger connectivity, software features, authentication, energy billing, and
site-host management tools. Access to the TOG Network is available through each networked commercial charging port, and optional extended-warranty
coverage is billed annually. Based on current projections, we anticipate that recurring subscription-based revenue from TOG Network Services
and extended warranties will reach parity with one-time commercial charger hardware sales (including EV700, EVP700, EV1100, and EVP1900
models) after approximately five years. TOGT also offers a charger-as-a-service (“CaaS”) model in which customers receive
hardware bundled with TOG Network access.
3
With a shared mission
to do our part to fight climate change, our team strives to bring to established and emerging markets innovative solutions that provide
value for the company and our shareholders. We provide green energy services to homeowners, business partners, and EV drivers, leveraging
our highly efficient, flexible, and software-managed technologies to meet their needs for reliable and customized energy saving services.
We benefit from newer technologies and by learning from the experience of our competition to offer smarter and better products and services
to our markets. During the years ended December 31, 2025, and 2024, approximately 17% and 8%, respectively of our revenues, were generated
from the Company’s EV charging products, all of which were sold to customers located in North America.
Power electronics and EV charging products
and services renderings:
4
Our Growth Strategies
We sell our power systems
and EV charging solutions through custom, value-added and standard hardware sales, engineering services, recurring network subscriptions,
extended warranty offerings, and related services. Our strategy is to continue expanding our core advanced power electronics business
while supporting long-term growth through selective expansion of our EV charging products and network services. We intend to optimize
our operating model by combining high-performance technology, differentiated engineering, and competitive pricing with customer-focused
business models that support recurring revenue streams.
Key elements of our growth
strategy include:
· Expand Power Electronics Capabilities in Core Markets. Our primary growth focus is to continue
advancing our custom and integrated power electronic solutions across defense, aerospace, medical, industrial, telecommunications, and
other mission-critical markets. We plan to invest in new product architectures, higher-density power conversion, software-managed controls,
ruggedized electronics, and advanced form-factor designs to meet the evolving requirements of these customers. Our goal is to deepen our
role as a trusted supplier of high-reliability power systems for harsh and demanding operating environments, including programs requiring
long service life, precision performance, and military-grade durability.
5
· Increase Market Penetration with Existing and New Customers. We intend to grow revenue within
our established customer base by expanding power system deployment across additional platforms, applications, and programs. We also expect
new opportunities through emerging defense, medical, and industrial projects that require customized solutions, higher efficiency, and
improved power density. Our direct sales teams and strategic partner channels will continue to pursue long-term supply relationships with
OEMs, defense contractors, and system integrators.
· Strengthen Recurring Revenue Opportunities. As we expand our installed base of custom and
integrated power systems, we plan to increase recurring revenues through replacement units, system upgrades, firmware updates, value-added
engineering support, and long-term service agreements. We believe our technology roadmap and long-standing customer relationships create
opportunities for multi-year supply and support arrangements.
· Develop and Expand Strategic Partnerships. We intend to continue providing reliable, feature-rich
power electronic solutions to our existing customers while developing and offering new advanced power products to address evolving market
needs. In parallel, we will continue forming strategic partnerships that support deployment of our EV charging infrastructure and expand
our market reach. Our agreements span a broad range of sectors, including construction and infrastructure service providers, large commercial
fleet operators, hospitality networks, national accounts integrators, regional transportation organizations, municipalities, engineering
and consulting firms, solar energy installers, universities, public school districts, car rental operators, and automotive dealerships.
These partnerships support site development, product installation, and broader adoption of our charging hardware and network services.
· Continue to Expand Our EV Charging Products and Network Services. While our core focus remains
power electronics, we intend to continue scaling our EV charging hardware and software offerings to meet growing e-Mobility demand. We
plan to expand our portfolio of Level 2 chargers and DCFC systems, supported by our cloud-based management platform, TOG Network Services.
This includes charger connectivity, authentication, billing, diagnostics, energy management, and fleet solutions. We may also deploy a
charger-as-a-service (“CaaS”) model that bundles hardware with subscription-based network access.
· Cooperative and Turnkey Site-Host Programs. For select EV charging locations, we may partner
directly with commercial property owners under a cooperative revenue-sharing model. In these cases, we fund, install, and operate the
charging systems while retaining a majority of the revenue generated from charging sessions for a contracted period. We seek to offset
capital costs through rebates, grant programs, sale of carbon credits, and energy revenue where applicable.
· Strategic Acquisitions and Investments. We may pursue acquisitions or investments that expand
our technical capabilities, customer base, geographic reach, or product offerings. Potential targets may include power electronics businesses,
technology assets, infrastructure partners, or software platforms that align with our core competencies and growth objectives.
Sales and Markets
We sell and market our
products through a variety of sales channels. Our direct sales groups are dedicated to developing commercial and fleet sales in well-defined
customer segments in specific geographic regions. Our channel partners, which include independent manufacturer representatives and distributors,
focus on e-commerce and business-to-business sales. Our sales and marketing efforts target specific verticals and territories that we
believe will have the highest demand for EV charging solutions including EV charging hardware, engineering planning, and charging management
solutions over the forthcoming five-to-ten-year period. Our segment-based sales strategy focuses on regional priorities where demand is
highest, strategic partnerships in commercial real estate development and business development projects that provide ongoing revenue to
EV owners.
We have an internal marketing
team that has built a digital and social media marketing program to increase brand awareness, product promotion and product sales. We
have a variety of digital assets that can be easily shared across multiple platforms to help us scale sales quickly. We plan to market
directly to consumers through our software applications, e-commerce platforms and digital advertising campaigns. We will also work across
channels to help our distribution partners market our products and services by utilizing their ecommerce and social platforms.
Revenues of approximately
$6.0 million and $4.5 million or 83% and 92%, of total revenues were attributable to power electronics products under various OEM agreements
for the years ended December 31, 2025, and 2024, respectively. Three customers accounted for more than 10% of our total revenues for the
year ended 2025 and one customer accounted for more than 10% for the year ended 2024.
6
Manufacturing and
Supplies
Consistent with our strategy
of focusing on custom designed, high-grade, flexible and configurable products to support our diverse applications in the markets we serve,
we aim to maintain a high degree of flexibility in our manufacturing through the use of strategically focused contract manufacturer partners.
These partnerships give us access to new markets and benefit our production processes, which are designed for high-mix and fast-line-charge
and take advantage of technologies such as electronically controlled operating instructions, automated pick and place, automatic optical
inspection and automatic testing. To achieve our high-quality and low-cost manufacturing goals with labor-intensive products, we have
entered into strategic manufacturing agreements with certain contract manufacturers in the United States and Asia.
We strive to bring low
cost and fast delivery production to our customers in a way that limits the impact on the natural environment. Our Asia manufacturing
capabilities have provided the opportunity to not only sell but also manufacture high quality, energy efficient power systems for our
global customers, with recognized standards, that we control and audit. We demonstrate through our manufacturing partners our attitude
to the environment by holding our partners accountable for certain environmental-friendly standards for their manufacturing facilities.
We are also continually improving our internal processes and monitoring the processes of our contract manufacturers to ensure the highest
quality and consistent manufacturing of our power product solutions so that our customers can use our products right out of the box. Customer
specific testing services are offered with custom designed test standards to simulate operation within our customer applications.
We believe that we are
in compliance with international safety standards, which is critical for every application. By obtaining the ISO 9001 quality management
system, we seek to offer total quality at every stage, from in-house design to manufacturing facilities around the world. Our contract
manufacturing partners are also in compliance with such international safety standards and maintain the same ISO 9001 quality management
system, as well as the ISO 14001 environmental management system, the ISO 13485 medical management system and the AS&D AS9100 quality
management system. Such standards are the cornerstones of our integrated management system to drive continuous improvement of our product
quality.
Product Design
and Development
Our product design and
development efforts are primarily directed toward developing new products in conjunction with our strategy of continuing to introduce
advanced product solutions for the markets we serve and to expand our business into emerging markets based on our disruptive power technology.
Our engineering groups
are strategically located around the world to facilitate communication with, and access to, our worldwide customer base and manufacturing
facilities. This collaborative approach facilitates partnerships with customers for technical development efforts and enables us to develop
technological products that support complex and evolving markets such as eMobility, cloud computing, military and aerospace. On occasion,
we execute non-disclosure agreements with customers to help develop proprietary, next generation products designed for rapid deployment.
We also sponsor memberships in technical organizations that allow our engineers to participate in developing standards for emerging technologies.
We believe that this participation is critical in establishing credibility and a reputable level of expertise in the marketplace, as well
as to position us among industry leaders in new product development.
Our internal product
design and development programs have also been augmented by third party development programs with engineering partners to achieve the
best technological and product design results for specific customer product applications. In June 2021, we entered into a partnership
agreement with ChargeLab, Inc. to design, build and publish cross-platform mobile experiences for residential and commercial end-users
of our EV chargers. Under this agreement, ChargeLab will support us in the pre-production stage of our EV charging products by performing
testing sessions to ensure and validate solid firmware compliance with the Open Charge Point Protocol.
When required, we modify
standard products to meet specific customer requirements. Such modifications include, but are not limited to, redesigning commercial products
to meet MIL-STD requirements for military applications based on COTS products and to meet other customized product requirements. We continually
seek to improve our product power density, adaptability and efficiency, while attempting to anticipate changing market demands for increased
functionality, such as PFC controlled digital signal processors, customized firmware and improved Electromagnetic Interference filtering(“EMI”)
. We also continue to attempt to differentiate all of our products from commodity-type products by enhancing, modifying and customizing
our existing product portfolio through our engineering integrating laboratory located in California.
The development of our
new custom and emerging product solutions is driven by our ability to provide our customers with advanced technologies that meet their
product needs within a short turnaround time at a competitive price point. We believe that we are successfully executing our strategic
account focus, as evidenced by the award of second and third generation product development contracts from some of our customers. In addition,
our standard contract for custom power solutions includes a multi-year high-volume production forecast that could allow us to secure long-term
production guarantees while providing an environment that promotes the development of our IP portfolio.
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Product design and development
expenditures were approximately $0.4 million for the years ended December 31, 2025, and 2024.
Key Design Consideration
for Safety Compliance
TOG’s EVSE product
line (product) complies with several safety requirements and regulations to ensure electric safety and prevent hazardous accidents, in
which safety requirements for the EV supply equipment and the EV battery. To facilitate the safety requirements in our EVSE product line,
key requirements of electrical safety are presented. These crucial design rules implemented in our products including functional requirements,
constructional requirements, personal protection against electric shock, insulation coordination, electromagnetic compatibility and charging
control were implemented to fulfil the electrical safety completely.
To meet national and
international safety standards requirements, we use step design methodology including product design review, product testing, approval,
certificate, and listing. To obtain the safety certification for our EVSE product, we designed the product to be compliant with the safety
requirements and standards for North America.
Electric shock fire,
and personal injury hazards are key safety considerations for all EV charging systems and are addressed by applicable industry standards.
TOG designs its EVSE products in accordance with these standards to mitigate such risks. To assure the safety of our charging equipment,
we comply with applicable regulatory and industry standards and have implemented crucial design requirements across our EVSE products.
These requirements address, among other things, the construction of exterior and interior components, protection against electric shock,
insulation coordination, electromagnetic compatibility, charging control systems.
To ensure the safety
of our charging equipment, we comply with applicable regulatory and industry standards and have implemented critical design requirements
across our EVSE products. These requirements address, among other things, the construction of exterior and interior components, protection
against electric shock, insulation coordination, electromagnetic compatibility, and charging control systems.
Competitive Strengths
and Competition
We offer highly engineered,
feature-rich, high-grade power conversion and power system solutions on a global scale. We believe that we differentiate ourselves from
our competition and have been able to grow our business as a result of the following key competitive strengths:
·
Custom-Made Products. We have designed our base model power system platform so that it can be quickly and economically adapted to the specific power needs of any hosting platform or OEM, which minimizes the time between customer consultation and delivery of the products.
·
Specialized Technical Expertise. We benefit from more than 50 years of expertise in power technologies and energy management. This has given us a wealth of experience in designing and manufacturing AC/DC power conversion solutions and positions us to benefit from the ongoing transformation towards eMobility with smarter and greener EV charging infrastructure solutions.
·
Diverse Product and Customer Base and Revenue Streams. We have a diverse power supply product and customer base. With our growing EV charging solution segment, we will receive additional revenue streams through a range of different sources such as energy sales, hardware sales, network management services, advertising sales and energy services. We will also offer customers a variety of business model options, particularly with respect to our EV charging solution installation and maintenance services.
·
Minimal Non-Recurring Engineering Expenses. Our ability to efficiently adapt our base-model power system platforms to develop customized products for specific customer requirements generally results in limited non-recurring engineering (“NRE”) costs. We typically charge customers a modest NRE fee to partially offset development costs; however, our business model is primarily focused on generating revenue from the ongoing manufacture and sale of the products we develop, rather than from NRE activities.
·
Emphasis on Product Design Development Efforts. We have strategically deployed engineering groups around the world to facilitate communication with and access to our global customer base and manufacturing facilities. This enables us to develop cutting-edge products to support highly complex and evolving markets such as eMobility, cloud computing, military and aerospace.
We compete in two operating
segments, power solutions and EV charging solutions.
Power Electronic Segment. Our
competition in the power solutions industry includes many companies located throughout the world. Many of our competitors, including Bel
Fuse, Artesyn Embedded Technologies, TDK-Lambda, Delta Electronics, Murata and Mean-Well Power Supplies, have greater fiscal and marketing
resources and a more expansive geographic presence than we do. We also face competition from current and prospective customers who may
decide to internally design, and manufacture power supplies needed for their products. Further, certain larger OEMs tend to contract
only with larger power supply manufacturers. We believe that our power system solutions and advanced technology are superior to our competitors’
power supplies based in part on our use of the latest power technology processing and controls, which make our power supplies highly customized
and efficient. In addition, we believe the power-to-volume ratio makes our power solutions more compact compared to what is offered by
our competitors and is suitable for custom infrastructures to meet our customers’ requirements.
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Notably, the flexibility
of our power system products provides us with another advantage by employing an adjustable power range and a selectable number of output
product design platforms. We believe that we are in a competitive position with our targeted customers that need a high-quality, compact
product that can be readily modified to meet specific requirements. We have also designed the base model power system platform so
that it can be quickly and economically modified and adapted to the specific power needs of any hosting platform or OEM. This emphasis
on flexibility has allowed us to provide samples of modified power systems to OEM customers only a few days after initial consultation.
This is an important capability given the emphasis placed by OEMs on “time to market.” It also results in very low NRE expenses,
which allow us generally not to charge our OEM customers for NRE expenses related to tailoring a power system to a customer’s specific
requirements. We believe that this approach gives us an additional advantage over our competitors, many of which charge their customers
for NRE expenses.
Electrical Vehicle
Supply Equipment and Network Segment. Our EVSE business segment competes directly with several companies in the North American
market. We expect to face competition across multiple verticals in the future as demand for EVSE increases. The EV charging market has
grown significantly over the past five years and can be divided into the three following macro segments:
·
Public open network Level 2 and DCFC charging;
·
Commercial fleet closed network charging; and
·
Residential single and multi-family home charging.
Growth in the North American
market has primarily been driven by a subset of companies including Tesla, ChargePoint, Blink Charging, EVGO, Electrify America, and Sema
Connect. These companies primarily focus on the growth of public open network charging solutions but are increasingly diversifying into
commercial and residential closed network sales. The EVSE competitive market is fragmented and not necessarily aligned with the EV needs
of tomorrow. As EVSE charging standards are established and the market is consolidated, we expect that the competitive landscape will
favor our approach to market segmentation, strategic partnerships and product development. EV driver charging behavior indicates that
residential and commercial closed network charging are the areas with the most potential for growth, as an estimated of 85% of EV drivers
charge at home or at work.
The competitive landscape
for closed network residential EVSE sales can be found in the ecommerce segment, where there are several product and class competitors
that vary in size and market reach. This segment is primarily driven by purchasing decisions that are dictated by price, consumer reviews
and product features. Competitors will likely consolidate in the future to establish larger open charging networks, cooperative relationships
with OEMs, and other EVSE product-based companies. As new alliances emerge in the market, EVSE manufactures that have greater market share,
access to more dynamic and user-friendly software and hardware will put us at a competitive disadvantage. If we are slow to adapt to changing
market conditions and EV innovations our growth will be limited or curtailed, which would negatively affect our ability to scale business
and operations.
Intellectual Property
and Proprietary Technology
We rely on a combination
of trade secrets, industry expertise, confidential procedures and contractual provisions to protect our intellectual property. Given the
continuous updates and revisions that we are making to our products, we believe that the cost of obtaining patents would outweigh the
benefits of doing so. However, we may seek to obtain patents in the future as we continue to develop unique core technologies.
We do not patent technology
developed by us and we cannot be sure that others will not independently develop the same or similar technology or otherwise obtain access
to our technology. To protect our rights in these areas, we require all employees, consultants and others who work for or with us to enter
into confidentiality agreements. We cannot be sure, however, that these agreements will provide meaningful protection for our trade secrets,
know-how or other information in the event of any unauthorized use, misappropriation or disclosure.
We have a registered
our trademarks with the United States Patent and Trademark Office for our brand name “TURNONGREEN” and for our brand names
“DP Digital Power” “DP Digital Power Flexible Power Solutions” among some other trademarks names which we also
registered with the World Intellectual Property Organization (WIPO) – Madrid System.
Currently we are not
planning to apply for a protected patent for some of the products we have developed for EV charging supply equipment. However, we will
maintain the IP of the proprietary products and solutions we developed for the power electronic and eMobility market and some other adjacent
markets. We periodically monitor for infringements on our intellectual property and have never encountered such an infringement. We do
not believe that our lack of patents is material to our ongoing business.
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Compliance with Material Government
(Including Environmental) Regulations
Our businesses are heavily
regulated in many of the markets in which it operates. TurnOnGreen develop and supplies power electronics products primarily used for
power conversion. As a result, TurnOnGreen must comply with numerous standards governing electronic safety designed to protect the health
of humans and animals. TurnOnGreen serves diverse markets including automotive, defense and aerospace, medical and healthcare, industrial
and telecommunications, each of which is subject to its own set safety regulations and standards.
Environmental Matters. We
are subject to various federal, state, local, and non-U.S. laws and regulations relating to environmental protection, including those
governing the discharge, treatment, storage, disposal, and remediation of hazardous substances and wastes. TurnOnGreen continually assesses
its compliance status and environmental management practices to ensure its operations comply with applicable environmental laws and regulations.
Investigation, remediation, and operation and maintenance costs associated with environmental compliance and site management are a normal
and recurring part of our operations.
Government Contracts. The
U.S. Government, and other governments, may terminate any of our government contracts at their convenience, or for default based on a
failure to meet specified performance requirements. If any of our U.S. Government or foreign government contracts were terminated for
convenience, we would generally be entitled to receive payment for work completed and allowable termination or cancellation costs. If
a government contract were terminated for breach or default, the U.S. Government or foreign government would generally pay only for work
that has been accepted and may require us to pay the difference between the original contract price and the cost to re-procure the contract
items, net of the work accepted from the original contract. The U.S. Government or foreign government may also hold us liable for damages
resulting from the default.
Medical Device Power
Supplies. Our medical power supplies must incorporate one or more means of protection (“MOP”) to prevent electrical
shock. A MOP may include safety insulation, protective earth, defined creepage distance, air gaps (clearance), or other protective impedances.
These protections may be used in various combinations such that if one protection fails, another remains in place. Our medical power supplies
must comply with standards that distinguish between operators and patients, resulting in classifications known as “means of operator
protection” and “means of patient protection.” Patient protection requirements are more stringent because patients may
be physically connected to equipment through an applied part and may be unconscious when a fault occurs.
Non-U.S. Sales. Our
non-U.S. sales are subject to both U.S. and non-U.S. governmental regulations and procurement policies, including regulations relating
to import and export controls, tariffs, foreign investment, exchange controls, anti-corruption laws, and the repatriation of earnings.
Non-U.S. sales are also subject to currency, political, and economic risks.
Other Compliance Matters. In
addition, we are subject to the local, state, national, and international laws and regulations of the jurisdictions in which we operate
that affect companies generally, including those governing commerce, intellectual property, trade, health and safety, contracts, privacy
and communications, consumer protection, web services, taxation, corporate governance, and securities laws. These laws and regulations
may change over time. Unfavorable changes in existing or new laws and regulations could increase our cost of doing business and impede
our growth.
Human Capital Resources
We are committed to attracting
and retaining the brightest and best talent, so investing in human capital is critical to our success. The employee traits we value include
industriousness, intellectual curiosity, growth mindset and deeply caring about the quality of work. The human capital measures and objectives
that we focus on in managing our business include employee safety, talent acquisition and retention, employee engagement, development
and training, diversity and inclusion, and compensation and pay equity. None of our employees is represented by a collective bargaining
unit or is a party to a collective bargaining agreement. We believe that our relationship with our employees is good.
The following description
provides an overall view of our Company.
Employee Profile
As of December 31, 2025,
we have approximately eighteen full-time employees and one part-time employee, of whom two were in engineering, five in production, six
in customer support, sales and marketing and six in general and administrative. Our employees are not covered by any
collective bargaining agreements. We consider relations with our employees to be good.
As of December 31, 2025,
approximately 22% of our current workforce is female, 78% male, and our average tenure is 9.7 years, an increase of 5% from an average
tenure of 9.2 years as of December 31, 2024.
We believe we materially
comply with all applicable state, local and international laws governing nondiscrimination in employment in every location in which we
operate. All applicants and employees are treated with the same high level of respect regardless of their gender, ethnicity, religion,
national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status.
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Pay Equity
Our employee compensation
strategy supports three primary objectives: attract and retain the best team members; reflect and reinforce our most important values;
and align team member interests with stockholder interests in building enduring value. We believe people should be paid for what they
do and how they do it, regardless of their gender, race or other personal characteristics. To deliver on that commitment, we benchmark
and set pay ranges based on market data and consider factors such as an employee’s role and experience, the location of their job,
and their performance. We also regularly review our compensation practices, both in terms of our overall workforce and individual employees,
to ensure our pay is fair and equitable.
Total Rewards
As part of our compensation
philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract
and retain superior talent. In addition to healthy base wages, additional programs include annual bonus opportunities, healthcare and
insurance benefits, paid time off, family leave, family care resources and flexible work schedules. We have established a Company matched
401(k) plan.
Health and Safety
The success of our business
is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees.
We provide our employees and their families with access to a variety of flexible and convenient health and welfare programs, including
benefits that support their physical and mental health by providing tools and resources to help them improve or maintain their health
status; and that offer choice where possible so they can customize their benefits to meet their needs and the needs of their families.
Backlog
As of December 31, 2025,
and December 31, 2024, our backlog was approximately $6.5 million and $6.1 million, respectively. Due to the nature of our manufacturing
process and customer base, we purchase and ship products to our customers without experiencing a significant backlog and recognize revenue
at a point in time when control of goods are transferred.
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