UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2023~~2024

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number 000-52140

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

Imperalis Holding Corp.

(Former name, former address and former fiscal year, if changed since last report)

Nevada	20-5648820
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1421 McCarthy Blvd, Milpitas, CA	95035	(510) 657-2635
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer x Smaller reporting company x Emerging growth company ¨o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to to previously issued financial statements. ¨o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of June 30, ~~2023~~2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $31,~~228~~793,~~362~~ 073 based on the closing sale price, as quoted on the Pink Open Market, of $0.~~0999~~0105 per share. Such a determination should not be deemed an admission that the registrant’s directors, officers, or 10% beneficial owners are, in fact, affiliates of the registrant.

There were 183,~~943~~983,~~622~~122 shares of common stock outstanding as of April 1022, ~~2024~~2025.

Documents incorporated by reference: None

TURNONGREEN, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2023~~2024

INDEX

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1811
Item 1B.	Unresolved Staff Comments	3831
Item 1C.	Cybersecurity	3831
Item 2.	Properties	3831
Item 3.	Legal Proceedings	3932
Item 4.	Mine Safety Disclosures	3932
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	4033
Item 6.	Reserved	4033
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4033
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4538
Item 8.	Financial Statements and Supplementary Data	F-1 – F-21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4639
Item 9A.	Controls and Procedures	4639
Item 9B.	Other Information	4841
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4841
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4942
Item 11.	Executive Compensation	5043
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	5144
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5245
Item 14.	Principal Accountant Fees and Services	5346
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	5447
Item 16.	Form 10-K Summary	5548
	Signatures	5649

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “approximate,” “might,” “budget,” “forecast,” “shall,” “project,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or our ability to successfully remediate the material weakness in our internal control over financial reporting disclosed in this Annual Report on Form 10-K in an appropriate and timely matter or at all, and the other factors described under “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K. Our expectations are as of the date this Annual Report is filed, and we do not intend to update any of the forward-looking statements after the date this Annual Report is filed to confirm these statements to actual results, unless required by law.

RISK FACTOR SUMMARY

Below is a summary of the principal factors that make an investment in our common stock speculative. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report and our other filings with the Securities and Exchange Commission (the “Commission” or the “SEC”), before making investment decisions regarding our common stock.

We have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives.

Our business model will continue to evolve as we focus on our EV charging operating segment, which will increase the complexity of our business.

Our growth strategy through acquisitions and partnerships involves a significant degree of risk, and some of the companies that we have identified as acquisition targets or strategic partners may not have a developed business or are experiencing inefficiencies and losses.

If we fail to anticipate and adequately respond to rapid technological changes in our industry, our business would be materially and adversely affected.

Our future results will depend on our ability to maintain and expand our existing sales channels and to put our marketing, business development and sales functions in place.

We depend upon a few major customers for most of our revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products that any of them purchase from us, would significantly reduce our revenues.

We are heavily dependent on our senior management, and a loss of a member of our senior management team could adversely affect our existing operations and future development.

Our technology is generally unpatented and others may seek to copy it.

We rely on charging station manufacturers and other partners, and a loss of any such partner or interruption in the partner’s production could have a material adverse effect on our business.

We are dependent upon our and our contract manufacturers’ ability to timely procure electronic components.

Our future results will depend on our ability to establish, maintain and expand our manufacturers’ representative OEM relationships and our other relationships.

We depend on international operations for a substantial portion of our manufacturing components and products. These activities are subject to the uncertainties associated with international business operations, including trade barriers and other restrictions.

We face intense industry competition, price erosion and product obsolescence, which could reduce our revenues and prevent us from generating net income, and many of our competitors are larger and have greater financial and other resources than we do.

· As long as ~~Ault~~Hyperscale maintains a significant interest in our company, your ability to influence matters requiring shareholder approval will be limited, and our historical financial information as a subsidiary of ~~Ault~~Hyperscale may not be representative of our results as an independent public company.

The price of our common stock may have little or no relationship to the historical bid prices of our common stock on the Pink Open Market (Current Information). There is currently only a limited trading market for our common stock and there can be no assurance as to the extent of the trading market that will develop following the Distribution (as hereinafter defined).

· Supply chain disruptions, component shortages, manufacturing interruptions or delays, or the failure to accurately forecast customer demand, could adversely affect our ability to meet customer's demand, lead to higher costs, and adversely affect our business and results of operations. For example, supply chain challenges related to the ~~Covid-19 pandemic~~ and global semiconductor chip shortages have impacted companies worldwide and may have adverse effects on our suppliers and customers and, as a result, our business.

PART I

ITEM 1. BUSINESS

Overview

TurnOnGreen, Inc. ~~(formerly known as Imperalis Holding Corp.)~~, a Nevada corporation (“TOG” ~~or the “Company”~~), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies Inc. (“TOGT,” and together with Digital Power, the “Company”), is ~~engaged~~an inemerging ~~the~~provider ~~design~~of premium power electronic and electric vehicle (EV) charging solutions. The Company designs, ~~development~~develops, ~~manufacture~~ manufactures, and ~~sale~~sells of highly engineered, feature-rich, high-grade power conversion systems and power ~~system~~ solutions for mission-critical, ~~applications and processes. For more than 50 years~~life-sustaining, ~~Digital~~and ~~Power~~lifesaving ~~has~~applications across ~~been~~a ~~devoted~~variety ~~to the perfection~~ of ~~power~~sectors, ~~solution~~particularly ~~products~~those ~~that~~operating ~~have~~in ~~enabled~~demanding ~~customer innovation~~and inharsh ~~complex~~environments. ~~applications~~We ~~covering~~serve a ~~wide~~broad range of ~~industries.~~markets, Aincluding defense ~~natural~~and ~~outgrowth~~aerospace, ofmedical ~~TOGT’s~~and ~~development~~healthcare, ofindustrial ~~these~~applications, ~~power systems~~telecommunications, ~~has~~e-Mobility, ~~been~~and ~~its~~OEM ~~effort~~solutions. toOur ~~apply~~products are ~~the~~highly ~~Company’s~~adaptive, ~~proprietary~~featuring ~~core~~customized ~~power~~firmware ~~technologies~~meticulously configured to ~~optimizing~~meet the ~~design~~specific requirements and ~~performance of~~challenges ~~electric vehicle (“EV”) charging solutions. TOGT began commercial sales~~ of ~~its~~our ~~product line of high-speed charging solutions~~customers’ ~~in mid-2021~~applications. WeApproximately ~~believe~~8% ~~that~~of ~~our~~the ~~charging~~Company’s ~~solutions~~revenue ~~represent~~is angenerated ~~entire~~leveraging ~~generation~~its ofcore ~~new~~power ~~chargers~~technologies ~~due~~ to ~~improvements~~deliver ~~in terms of size~~comprehensive ~~reduction~~EV incharging ~~electronic~~infrastructure ~~circuitry~~ and ~~higher~~subscription-based ~~output~~charging ~~density.~~network Wemanagement ~~also~~services ~~believe~~for ~~that~~residential, byfleet, ~~leveraging~~hospitality, ~~our experience and expertise in power~~workplace, ~~conversion~~healthcare, ~~and generation~~municipal, weand ~~can~~educational ~~become~~environments aincluding ~~leader~~universities inand ~~the EV charging solution market~~schools.

At Digital Power, we provide a comprehensive range of integrated power system solutions that are designed to meet the diverse and precise needs of our customers with the highest levels of efficiency, flexibility and scalability. We design, 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. Our 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 our customers and our original equipment manufacturers (“OEMs”). In addition to our custom power system solutions, we also provide a wide range of industry-standard power products. These products include our AC/DC Open Frame product series, which we believe 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, we offer high-power and high-voltage laser power supplies tailored to meet the unique requirements of medical, dental, and industrial pulsed energy systems. Our 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.

~~Prior~~The toCompany ~~the~~also ~~Acquisition~~amended ~~(as~~and ~~defined~~restated ~~below)~~its ~~and~~bylaws ~~related~~on ~~transactions~~January ~~described~~11, ~~below~~2024, ~~TOG was deemed~~ to bereflect athe change ~~shell company having previously engaged~~ in ~~diverse~~its ~~industries~~name. ~~through~~The ~~three subsidiaries~~principal ~~whose~~executive ~~businesses~~offices ~~were~~of ~~discontinued~~the inCompany ~~2020~~are ~~and~~located ~~have~~at no1421 ~~continuing operating business or revenues~~McCarthy Blvd. ~~TurnOnGreen~~, ~~Inc.~~Milpitas, aCalifornia ~~Nevada corporation (“TOGI”)~~95035, ~~formerly~~its atelephone ~~wholly~~number ~~owned~~is ~~subsidiary of Ault Alliance, Inc., a Delaware corporation~~ (~~the “Parent” or “Ault”~~510), ~~which~~657-2635 ~~became~~and ~~a majority owned subsidiary of TOG upon~~ its ~~merger~~corporate ~~with~~website ~~and~~is ~~into TOG on September 6, 2022, though, after effecting a name change in December 2023, we refer to the Company as TurnOnGreen, Inc~~www. ~~after the previous subsidiary of the Company with the same name was merged out of existence~~turnongreen.com.

TOG was incorporated in Nevada on April 5, 2005, and is a majority owned subsidiary of Ault and currently operates as a reporting segment of Ault. On December 21, 2023, the Company changed its legal name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.” pursuant to a certificate of amendment to its Articles of Incorporation filed with the Nevada Secretary of State on December 21, 2023. 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 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

Recapitalization and Reorganization

On March 20, 2022, Ault and TOG entered into a Securities Purchase Agreement (the “Agreement”) with TOGI. Pursuant to the Agreement, at the closing, which occurred on September 6, 2022, the Parent delivered to TOG all of the outstanding shares of common stock of TOGI held by the Parent in consideration for the issuance by TOG to the Parent (the “Acquisition”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “Series A Preferred Stock”), with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the Parent’s option, is redeemable by the Parent, and entitles the Parent to vote with the Common Stock on an as-converted basis. On September 5, 2022, Ault, TOG and TOGI entered into an amendment to the Agreement (the “Amendment”), pursuant to which TOG agreed to (i) use commercially reasonable efforts to effectuate a distribution by the Parent of 140,000,000 shares of Common Stock beneficially owned by the Parent (the “Distribution”) and, (ii) to issue to Parent warrants to purchase an equivalent number of shares of Common Stock to be issued in the Distribution (the “Warrants”).

Immediately following the Acquisition, TOGI became a wholly owned subsidiary of TOG, and subsequent thereto, TOGI was merged with and into TOG, pursuant to which TOGI ceased to exist. The Acquisition was treated as an asset acquisition and the equity of the Company was retroactively restated for the conversion of 1,000 shares for 25,000 shares of preferred stock upon completion of the Acquisition.

Pursuant to Accounting Standards Codification (“ASC”) 250-10 and ASC 805-50, the Acquisition was recognized prospectively for all periods. While TOG was deemed to be the legal acquiror of TOGI, TOGI was considered the acquiror and predecessor for accounting and financial reporting purposes and, therefore, was deemed to be the receiving entity and is presented on a stand-alone basis for all periods. The accompanying financial statements have been updated as a result of the Acquisition.

As a result of the Acquisition, prior period shares and per share amounts appearing in the accompanying consolidated financial statements have not been adjusted until the date of the Acquisition as a part of the net assets acquired.

Our EV Charging Solutions

We formed TOGT to provide electric vehicle (“EV”) drivers of all types with easy access to convenient, reliable and high-speed EV charging solutions. We design, manufacture, own, operate and supply electric vehicle (“EV”) charging equipment and cloud based networked EV charging services in the rapidly growing North America markets for EVs. We offer residential and commercial EV charging equipment and services, enabling EV drivers to recharge at various locations. Our products and services include a diverse line of electric vehicle supply equipment (“EVSE”) and cloud-based electric vehicle charging station management systems (“CSMS”). We offer Level 2 alternating current (“AC”) charging infrastructure for use in single family homes, multi-family unit dwelling, hospitality, healthcare facilities, commercial retail properties, municipalities, schools, workplace and fleet operations. TOGT provides direct current (“DC”) fast charging (“DCFC”) infrastructure for high traffic, high density urban, suburban, exurban locations, corridor or long-trip location, fleet environment and portable microgrid charging infrastructure. Our EV charging solutions are designed to address the expected rapid expansion of infrastructure required to support broad adoption of EVs across North America. TOGT EVSE is eligible for the vast majority of U.S. based Utility based rebate programs, as well as eligible for State and Federal grant funding in the United States. With more than 50 years of expertise in power electronic technology, we provide EV charging solutions to support the demand of the rapidly increasing eMobility sector. Our innovative charging solutions produce a full charge for an EV with a 250-mile range battery in approximately 30 minutes. We provide a wide range of EV charging solutions, including a Level 2 AC charging product line compatible with the SAE J1772 standard, and the DC fast charging product line compatible with the North American combined charging system one (“CCS1”) standard, the Japanese CHArge de MOve (“CHAdeMO”) standard and the SAE J3400 North American charging standard (“NACS”)

Our CSMS network system operates, maintains, and manages our charging stations and handles the associated charging data, back-end operations, and payment processing. The CSMS system provides fleets with the ability to track vehicle state of charger and optimize route planning for maximum battery use. Our system also offers property owners, managers, parking companies, and state and municipal entities, among other types of commercial customers the remote monitoring, operations and management of EV charging stations. Our CSMS network provides EV drivers with vital station information, including station location, availability, and any fees associated with charging.

Below are renderings of our EV charging products and related services:

Our strategy is to be the supplier of choice across numerous markets that require high-quality power system solutions where custom design, superior product, high quality, time to market and competitive prices are critical to business success. We believe that we provide advanced custom product design services to deliver high-grade products that reach a high level of efficiency and density and can meet rigorous environmental requirements. Our customers benefit from a direct relationship with us that supports all their needs for designing and manufacturing power solutions and products. By implementing our proprietary core technology, including process implementation in integrated circuits, we can provide cost reductions to our customers by replacing their existing power sources with our custom design cost-effective products.

Our Products and Markets

Power System Products and Technology

Power System Solutions. At Digital Power, we provide a comprehensive range of highly integrated power systems designed to meet the diverse and precise needs of our customers. We offer high-performance power systems to achieve the highest levels of efficiency, flexibility, and scalability for customers that require innovative technologies and customized solutions for critical applications and life-saving services. We design, develop, and manufacture custom power systems to meet performance and/or form factor requirements that cannot be met with standard products. These power system solutions are designed to function reliably in the harsh environments associated with defense and aerospace applications, while also being utilized for applications ranging from industrial equipment to medical instrumentation. We use integrated circuits and digital signal processor technology in our products, including with respect to our customized firmware. Our products are highly adaptive and feature soft configurations that in order to meet the requirements of both our customers and our OEMs.

Our power system solutions include a wide range of power switchers and power conversions products including but not limited to open-frame, Compact PCI, board-mount, rackmount, desktop, capacity charger, modular and custom power series. Our power conversion technology produces the highest industry power conversion efficiency result in the smallest form-factor and high-performance AC/DC power switchers and DC/DC power conversion products. These power switching products incorporate active power factor correction (“PFC”) and universal AC input, making them ideal for a range of global applications. Our products are being used in mission critical applications, lifesaving services in diverse markets including defense & aerospace, medical, telecommunications and industrial where high reliability, high efficiency and advance features are required while operating in harsh environment.

In most cases, when our customers contract with us to develop custom power solutions, these contracts will include two folds; non-recurring engineering (“NRE”) to charge our customers for custom product development and ii, multi-year, high-volume production and product sale contract of such custom developed product. These contracts result with high-margin, low competition and multi-years accurate sales plan while reducing our manufacturing costs. Although our customers pay for NRE, we maintain our intellectual property (“IP”) of the product we designed to allow us to secure the sale of such custom products through the lifetime of our customers customized application. We believe that this business model provides an incentive to our customers to be committed for long lifetime, ongoing and high-volume products’ orders.

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 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, ~~2023~~2024, and ~~2022~~2023, approximately 8998.85% and 8789.38% of our revenues, respectively, were generated from customers located in North America. During the ~~year~~years ended December 31, 2024, and 2023, revenues from Europe accounted for approximately 1.0% of our revenues and did not exceed 10% of our revenues in prior periods. The key industries for our products include:

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 2311% and 2223% of all revenues received from our power supply products for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

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 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. 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 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 4148% and 3041% of all revenues received from our power supply products for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, 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 3641% and 4836% of all revenues received from our power supply products for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

~~The EV Charging Industry and Trends~~3

The market for battery electric vehicles (“BEVs”) and hybrid electric vehicles (“HEVs”) has experienced significant growth in the past five years, and we believe that growth will increase dramatically over the next five years. As the economic and environmental costs of fossil fuel burning automobiles increase each year, consumer demand for vehicles with greater fuel efficiency, greater performance and with lower or no environmental emissions has also increased. With a variety of federal, state and municipal incentive programs for both EV drivers and EVSE infrastructure construction, we anticipate a significant increase in the demand for BEVs and HEV charging solutions at home across the hospitality, commercial/retail, workplace, multifamily dwelling, fleet and residential sectors.

According to the Department of Energy “By 2030, the US Will Need 28 million EV Charging Ports to Support 33 million EVs”. The National Renewable Energy Laboratory estimates that by 2030 there will be 33 million EVs on the road and 28 million EV charging ports will be needed to support them. The majority of EV charging will be at home and work, with the public network for opportunity charging and less common long trips. Of the 28 million charging ports, 25.7 million (92%) are expected to be private Level 1 (L1) and Level 2 (L2) chargers at single-family homes. Additionally, there will be an estimated 2.1 million (7.6%) public and private L2 chargers at multifamily homes, workplaces, stores, restaurants, and hotels. Estimates show 182,000 (~1%) DC Fast charging ports would be needed at public charging stations, primarily to support those with no access to consistent off-street parking, as well as for long distance travel.

Notes:

· Level 1 (L1) refers to 120v AC charging from a typical US household outlet.

· Level 2 (L2) refers to 240v AC charging like that used for a household electric dryer.

· DC Fast charging in this study refers to charge rates of 150kW or higher.

· Low power DC charging (e.g., 50 kW) is omitted from the study’s baseline scenario on the basis of assumed driver preferences for DC charging that is as fast as possible and 2030 vehicle technology scenarios where batteries are capable of accepting at least 150 kW of peak power.

(Source: Energy.gov FOTW #1334, March 18, 2024)

U.S. climate goals for economywide net-zero greenhouse gas emissions by 2050 will require rapid decarbonization of the light-duty vehicle1 fleet, and plug-in electric vehicles (PEVs) are poised to become the preferred technology for achieving this end (U.S. Department of Energy2023). The speed of this intended transition to PEVs is evident in actions taken by government and private industry, both in the United States and globally. New PEV sales have reached 7%–10% of the U.S. light-duty market as of early 2023 (Argonne National Laboratory 2023).

Globally, PEV sales accounted for 14% of the light-duty market in 2022, with China and Europe at 29% and 21%, respectively (IEA 2023). A 2021 executive order (Executive Office of the President 2021) targets 50% of U.S. passenger car and light truck sales as zero-emission vehicles (ZEVs) by 2030, and California has established requirements for 100% light-duty ZEV sales by 2035 (California Air Resources Board 2022), with many states adopting or considering similar regulations (Khatib 2022). These goals were set prior to passage of the landmark U.S. Bipartisan Infrastructure Law and Inflation Reduction Act, which provide substantial policy support through tax credits and investment grants (Electrification Coalition 2023). Companies in the automotive industry have committed to this transition, with most companies rapidly expanding offerings (Bartlett and Preston 2023) and many pledging to become ZEV-only manufacturers. Tesla has been a ZEV-only company since its inception in 2003; Audi, Fiat, Volvo, and Mercedes-Benz are targeting ZEV-only sales by 2030; and General Motors and Honda are targeting ZEV-only sales by 2035 and 2040, respectively (Bloomberg New Energy Finance2022). The combination of policy action and industry goal-setting has led analysts to project that by 2030, PEVs could account for 48%–61% of the U.S. light-duty market (Slowik et al. 2023). This transition is unprecedented in the history of the automotive industry and will require support across multiple domains, including adequate supply chains, favorable public policy, broad consumer education, proactive grid integration, and (germane to this report) a national charging network.

EV charging demand is a direct result of the number of EVs operating during a given period, miles traveled by such EVs and the efficiency of such EVs. The current market for fulfilling charging demand is bifurcated between Level 1 and Level 2 charging and high-powered DC fast charging (“DCFC”) devices. The demand for different charging types is a function of the EV mix, owner demographics, locational factors, charger availability, pricing and EV use cases (i.e., private ownership, rideshare, delivery and municipally owned fleets). Lower-powered Level 1 and Level 2 charging are primarily used by EV owners with access to home, workplace and “play” charging, and currently account for the majority of personal EV charging. Level 2 charging is also used by certain fleets that have the ability to charge overnight, have a low daily mileage requirement and return to a centralized location daily. Current DCFC users primarily are drivers who need to charge away from home in central business districts, drivers who do not have access to home or workplace charging and high-mileage fleets that seek to minimize downtime and maximize miles traveled.

EV Charging Products

We ~~formed TOGT to~~ provide EV drivers of all types with easy access to convenient, reliable, and high-speed charging. We design manufacture, resell, own, operate and supply a Level 2 alternating current (“AC”) and direct current (“DC”) fast charging (“DCFC") charging equipment. We offer our Level 2 charging equipment for use in single family homes, multi-family unit dwellings, hospitality, healthcare facilities, commercial retail properties, municipalities, schools, workplace, fleet operations. We offer our DCFC charging equipment for use in high traffic, high density urban, suburban, exurban locations, corridors and destination locations and, fleet operations. Our EV charging solutions are designed to address the expected rapid expansion of infrastructure required to support broad adoption of EVs globally. With more than 50 years of expertise in power technology, we provide EV charging solutions to enable the eMobility demands of tomorrow. Our innovative charging solutions produce a full charge for an EV with a 250-mile range battery in approximately 35 minutes. We ~~provide~~offer a ~~wide~~comprehensive range of EV charging solutions, including a Level 2 AC charging ~~product~~ product line ~~compatible~~that ~~with~~support the SAE J1772 standard~~, and the~~. Our DCFC product line is compatible with the North American ~~Combined~~ Combined Charging System Type ~~one~~1 (“CCS1”),, and the ~~Japanese~~SAE ~~CHArge~~J3400 deNorth ~~MOve~~America Charging Standard (~~“CHAdeMO”~~NACS). ~~and~~Additionally, our DCFC products support, the ~~SAE~~Japanese ~~J3400~~CHArge de MOve (“~~NACS~~CHAdeMO”) standards. Our CSMS network system operates, maintains, and manages our charging stations ~~and~~overseeing ~~handles the associated~~ charging data, back-end operations, and payment processing.

The final barrier to widespread BEV and HEV adoption is the lack of EV charging infrastructure. We believe that the demand for EV charging is increasing each day. Utility companies are upgrading their grid infrastructure in preparation for the increased demand. We expect the demand from businesses, municipalities and individuals to outpace supply over the next five years, creating a highly favorable environment for EVSE companies. We therefore intend to generate revenues with TOGT primarily through the sale of networked charging hardware, combined with cloud-based services that provide consumers with the ability to locate, reserve, authenticate and transact EV charging sessions including charging for used energy, which we refer to as our TOG Network or TOG Network Services. TOG Network Services, and an optional extended warranty, are billed as an annual subscription, and access to the network is available through each of our commercial charging ports. We expect that the revenue contribution for recurring TOG Network or extended warranty sales will equal the revenue contribution from one-time EV700, EVP700, EV1100 and EVP1900 charger sales for commercial use after approximately five years based on current projections. TOGT also offers a hardware portfolio powered by software, which cannot be accessed without a TOG Network charger-as-a-service (CaaS) subscription.

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, ~~2023~~2024, and ~~2022~~2023, approximately 8% ~~and 6%~~ of our revenues, ~~respectively,~~ were generated from the Company’s EV charging products, all of which were sold to customers located in North America.

Level 2 Charging Solutions for Single and Multi-Family Homes

Our Level 2 EV charging solutions for in-home usage feature the EV700, which is an ENERGY STAR certified state-of-the-art, plug and play SMART home charger that allows the addition of up to 200 miles of range in less than 8 hours of charging. Compatible with most EVs on the road today, including Tesla, the EV700 is an affordable upgrade to a standard Level 1 charger. The slim, modern design of the EV700 is ideal for installation in most garages and outdoor charging locations and comes equipped with standard NEMA 6-50, or optional NEMA 14-50, inlet plugs and works with a standard 200-240V appliance outlet, making it ideal for residential use. Our chargers are tested and certified by Occupational Safety and Health Administration nationally recognized testing laboratories TÜV Rheinland and according to the North Americans ANSI/UL standards.

· Compatibility with all EVs. The SAE J1772 charging connector that comes with the EV700 ensures compatibility with virtually all EVs, including Tesla models with the SAE J1772 adapters that are typically included with a Tesla purchase.

· Savings with Every Charge. The EV700 can add more than 200 miles of range overnight at an optimal cost.

· Restrict Access in Public Areas. The EV700 can be passcode protected, so only the unit owner or authorized user can initiate a charging session by entering the code on the LCD touch screen or by using the EV700 APP. This feature was added to address the needs of multi-family unit dwellers, hotels and home rental companies.

· SMART RFID Programmable. The EV700 can be activated using the RFID cards that are included with the unit. Additional RFID cards can be programmed by the unit owner to initiate a charge.

· All-Weather Design. The rugged metal, all-weather NEMA-3R enclosure of the EV700 makes it the ideal smart charger for year-round, indoor and outdoor use.

Level 2 EV Charging Solutions for Businesses

We offer the EVP700, EVP1100 and EVP1900 series of Level 2 EV SMART charging stations for deployment on public, commercial and private properties such as the workplace, multifamily units, hospitality, retail and municipalities. Our Level 2 commercial EV charging solutions support multiple users at the same time and offer operators the flexibility to set rates, send push notifications to drivers, and manage power settings utilizing a dynamic load management feature. These networked charging units, which are eligible for city, state, federal and utility rebate programs, are built to last and provide businesses with an edge in attracting EV drivers. Our chargers are tested and certified by Occupational Safety and Health Administration nationally recognized testing laboratories Underwriters Laboratories (“UL”) according to the North Americans ANSI/UL standards. Level 2 charging stations typically provide a full charge in two (2) to eight (8) hours. Level 2 chargers are ideally suited for low-cost installations and frequently used parking locations

· Charging Speed. Our Level 2 chargers provide charging speeds up to twelve (12) times faster than Level 1 chargers.

· Safety and Quality. These chargers are both durable and compact for usage in indoor and outdoor installations.

· Compatibility. We provide a built-in SAE J1772 connector for compatibility with virtually all EVs (Tesla via NACS adaptor)

· Open Charge Point Protocol. We enable our customers to collect payments and manage charging activities via the open charge point protocol.

· Flexibility. Our Level 2 chargers are available in pedestal, wall-mount, and pole-mount configurations. Along with our single and dual chargers’ pedestals, we offer an optional single and dual cable management system.

· Power Management (Load Balancing). Dynamically load and power management of a Level 2 charging group on a limited electrical service. Power management is a function of both infrastructure and network services.

DC Fast Charging Solutions for Commercial Use

Our DC Fast Chargers are state-of-the-art EV charging units built for speed. The addition of up to 250 miles of range in a minimal charging time of minutes is ensured with unique air-cooling technology and dynamic power management options. Eligible for city, state and federal rebate programs and compatible with most EVs on the road today, our DCFC typically provide an 80% charge in less than 30 minutes. Our DCFC were developed for commercial properties that include car rental locations, auto dealerships, hotels, grocery and convenience stores, gas stations and other retail establishments. The DCFC support multiple users at the same time and offer operators the flexibility to set rates, manage power settings, and generate revenue through charging and advertisements. We offer a complete line of DCFC equipment that ranges from 30kW to 360kW of power supports the CCS1, CHAdeMO and NACS (currently with a NACS adaptor) charging connectors. Installation of DCFC stations and grid requirements are typically greater than Level 2 charging stations and are ideally suited for fleet, transportation hubs and locations between travel destinations.

Additional key features with respect to the DCFC include:

· All-Weather Design. The rugged metal all-weather enclosure makes the DCFC ideal for year-round use.

· Charging Speeds. The DCFC are capable of charging an EV to 80% in less than 35 minutes on average, which is up to 25x faster than a 7kW Level 2 charger.

· Dual Charging Ports. The DCFC allow up to 360kW of charging power with two EVs to be charged simultaneously with up to 180kW per charging port and up to 4 simultaneously charging ports per 360kW DCFC system.

· Dynamic Power Sharing. Up to four DCFC ports can share a single 360kW power source with a dynamic load sharing: 0%, 25%, 50%, 75%, 100% of 360kW.

· Open Charge Point Protocol. Our customers can view earnings and manage machines using the TurnOnGreen Dashboard that is accessible upon purchase.

· Compatibility. We offer both CHAdeMO and CSS1 charging connectors in any configuration combination to ensure compatibility with virtually all EVs, including Tesla models through use of an appropriate NACS adaptor.

EV Charging Revenue Model

We sell non-networked and networked charging hardware, connected through cloud-based software services and supported by extended parts and service warranty solutions. We sell these solutions to commercial, fleet and residential customers to enable electrification, and we have developed a strong network, hardware and distribution partners to support its growth. We focus on R&D and strong partnership to offer our diverse portfolio of networked Level 2 AC and DCFC hardware, and software solutions for drivers, hosts and fleet operators, while simultaneously scaling cost effective active networked ports. We believe our go-to-market strategy of ensuring site owners or CPOs have full control over branding, access, pricing, and policies, enables them to provide their employees and customers a better charging experience.

EV Hardware Unit Sales. We recognize revenues through the sale of our charging solutions in the form of hardware sales, extended warranty purchases and recurring network subscriptions. We intend to employ various business models with customers for our EV charging unit sales based on which party bears the costs of installation, equipment and maintenance, and the relative percentages of the continuing, long-term revenue-sharing arrangement.

OEM Charging and Related Services. Through discussions with OEM partners, we are pioneering innovative revenue models to meet a wide variety of OEM objectives related to the availability of charging infrastructure and provisioning charging services for EV drivers. We are working with OEMs and their distribution networks to provide charging residential hardware and home installation services to drivers who have purchased or leased EVs who can also access our public network of chargers. This approach is designed to expand our residential and commercial charging infrastructure and to provide related services. We view our OEM relationships as a core customer-acquisition channel.

Retail Charging. We intend to sell electricity directly to EV drivers who access our publicly available networked chargers. We offer various pricing plans for customers. Drivers have the choice of charging either as members (with monthly fees and reduced per-minute pricing) through a subscription service, or as non-members. Drivers locate chargers through our mobile application, their vehicle’s in-dash navigation system, or third-party databases that license charger location information from us. We aim to install our chargers in parking spaces owned or leased by commercial or public entity site hosts that desire to provide our charging services at their locations. Commercial suite hosts include hotels, museums, wineries, retail centers, offices, medical complexes, airports and convenience stores. We believe that our offerings are well aligned with the goals of site hosts, as many commercial businesses increasingly view our charging capabilities as essential to attracting tenants, employees, customers and visitors, and to achieving sustainability goals. Site hosts will generally be able to obtain these benefits at no cost when partnering with us, as we are responsible for the installation and operation of chargers located on site host properties. In many cases, site hosts will earn additional revenue from license payments made by us in exchange for use of the sites.

Commercial Charging. High volume fleet customers, such as delivery services, auto dealerships, and rental car locations can install our charging infrastructure at selected locations as well as use our public network for opportunity charging when in transit. Pricing for charging services is to be negotiated directly between us and the fleet owner based on business needs and usage patterns of the fleet, and we will typically contract with and bill the fleet owner directly rather than the individual fleet drivers who utilize our chargers. Access to our public network enables fleet and rideshare operators to support mass adoption of transportation electrification and achieve sustainability goals while avoiding direct capital investments in charging infrastructure or the incurrence of operating costs associated with charging equipment.

Subscription Plans. We offer network subscription plans that provide end-users with access to a variety of network features, including an interactive online dashboard, remote charger management, vehicle state of charge monitoring, demand response integration, route optimization planning, low carbon fuel standard reporting, end-user fee setting, energy consumption and revenue collection metrics, 24/7 monitoring, 4G cellular network or WIFI connectivity, power management and over-the-air firmware updates. Our subscription plans vary in length and cost based on the location and the type of EV chargers being installed at the particular location. The length of our subscriptions range from one year to ten years. Our end-users are billed on an annual basis, and the cost of our subscriptions range from $200 to $420 per year per charging port.

TOG Management App and Dashboard

Our TOG Software Platform as a Service (“PaaS”) is a comprehensive eMobility charging station management system used for managing our charging supply equipment and network charging services. We enable EV drivers to easily manage their charging services, locate and access EV charging stations and pay for EV charging. We also provide custom mobile apps and a desktop dashboard, creating custom experiences for our users and partners. Our innovative application programming interface platform unlocks access to scalable EV charging features, such as the ability to push relevant coupons to drivers when they plug in, the ability to tie charging to loyalty programs, and the ability to submit proof-of-use information for rebates from state and utility programs. Additional key features related to our management system include:

· Energy Cost Optimization. Our customers can manage the duration of the charge in order to control energy costs, avoid demand surcharges and take advantage of the lowest energy charges.

· Simplification of Operations. Our management system simplifies the deployment, management and optimization of charging for fleet operations.

· Usage Tracking. Through our management system, customers can consolidate transaction history, including mobile app sessions, Text & Go sessions, RFID sessions, near field communication (NFC) sessions and a cloud-based payment gateway sessions.

· Dynamic load balancing. Hardware-agnostic electric vehicle energy management system (“EVEMS”) based on group of chargers, and vehicle priority. The EVEMS allows installation of group of chargers on a limited electrical service feature automatic current adjustment based on the number of vehicles plugged into a group of chargers.

· EV chargers Deployment. Control all deployed networked EV chargers from central hub enabling integrate essential EV charging data into our ERP system, managing revenue, users and energy outputs.

· 24/7 Customer Support. Human customer service agent is available 24/7 through the in-app messaging or toll-free number that is provided.

· Remote Updates. The management system enables remote updates to hardware, firmware and features over the internet.

Our Growth Strategies

We sell our power products and charging solutions in the form of hardware, recurring network subscriptions, extended warranty purchases and related services. We will continue to optimize our operating model, combining high quality power and charging hardware and related services with appealing business models for our customers. We believe that this approach creates significant customer network effects and provides the potential for recurring revenue. Key elements of our growth strategies include:

Continue to Innovate and Enhance Our EV Products. While maintaining our core business of power system solutions for our existing markets, we intend to support the growth of the company by continuing to release advanced, new power technologies with respect to our eMobility network and EV charging infrastructures. Specifically, we intend to take advantage of a significant increase in eMobility market opportunities that we expect to see over the next five to ten years for our non-networked and networked Level 2 chargers and our high-power DC fast charging solutions. We intend to invest in EV charging station components for use in connection with installations of charging solutions at customer sites. We will expand our eMobility charging services through our TurnOnGreen Served (“TOGS”) PaaS for commercial and fleet customers and continue to design and develop innovative products and services leveraging our knowledge of power electronics technology and advanced charging network management.

Develop Our Strategic Partnership Network. In order to achieve our goals – particularly with respect to the rapid deployment of our EV charging products – we will evaluate and enter into strategic partnerships that facilitate our ability to bring best-in-class solutions to a wider network of EV drivers than we would be able to reach on our own. Since the launch of TOGI, we have entered into several strategic agreements with;(i) Tesco Solutions LLC an Indiana based construction firm, (ii) E.&J. Gallo Winery, a California based company with over 7,000 employees , (iii) Best Western International, Inc. (“BWI”), a global network of hotels and resorts, headquartered in Phoenix, AZ, which includes more than 2,000 hotels in North America, (iv) CED National Accounts, headquartered in Irvine, CA, which provides turnkey solutions for EV chargers field deployment including site design, permitting, construction and installation, (v) Sunrise Hills Commercial, an association owns the facility used by the Tuolumne County Transportation Council of which support deployment of EV charger throughout the Tuolumne County and the Seaira corridor, (vi) the City of Boulder City in Nevada, (vii) Bilmar LLC, a Texas based Engineering, Planning and Consulting firm and (viii) Endliss Power a California based solar power installation and distribution company.

Expand within Existing Customers. We are focused on maintaining our customer retention model, which encourages existing customers to increase their utilization of our products and to renew their subscriptions due to the expansion of our network. We expect additional growth to result from the breadth of ecosystem integrations that are enabled through our TurnOnGreen Network. This eMobility network would integrate platforms such as in-vehicle infotainment systems, consumer mobile applications, payment systems, mapping tools, home automation assistants, fleet fuel cards and residential utility programs.

Make Opportunistic Investments in Marketing. We intend to continue to aggressively market and sell our core power products through our existing domestic and international markets, with an emphasis on the North American market. We also intend to generate revenues by our eMobility charging services through various partnership and business models to reach new customers, in each case coordinated through our dedicated sales groups.

Pursue Strategic Business Acquisitions for Growth. Through selective acquisitions of, or investments in, complementary businesses, products, services and technologies in the power system solutions and EV charging industries, we aim to broaden our existing product and technology base, build on our long-standing industry relationships and enhance our ability to penetrate new markets. We believe that our management is experienced at evaluating prospective operations in order to increase efficiencies and capitalize on market and technological synergies. We currently have no commitments or agreements with respect to any such acquisitions or investments.

Cooperative Partnerships with Site Hosts. Partnering with commercial property owners to expand public charging infrastructure is a key driver of revenue for the company. Working with select hotels, golf courses, museums, hospitals, universities, and other high volume long dwell time EV destinations through revenue sharing agreements, we offer to fund and build the EV charging infrastructure while operating the EV chargers and retaining the majority of the revenue generated through energy use sales for a contracted period of time. Under the cooperative model, the company can recoup infrastructure costs through grant and rebate programs, energy sales, and or the sale of carbon credits generated through the use of accredited machines.

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 EVSE 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 $34.95 million and $53.29 million or 92% and 9492%, of total revenues were attributable to power electronics products under various OEM agreements for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. ~~Two~~One ~~customers~~customer accounted for more than 10% of our total revenues for the year ended ~~2023~~2024 and ~~one~~two ~~customer~~customers accounted for more than 10% for the year ended ~~2022~~2023.

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 EMI filtering. 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.

Product design and development expenditures were approximately $0.4 million ~~and $0.7 million~~ for the years ended December 31, ~~2023~~2024, and ~~2022, respectively~~2023. ~~The significant increase in product design and development in the most recent period was due to costs incurred related to the development of our EV charging products.~~

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. The major standards reflected in our EVSE product are listed below:

UL 2202 – Electric Vehicle Charging System Equipment (AC to DC)

UL 2594 – Electric Vehicle Supply Equipment (AC to AC)

UL 9741 – Bidirectional Electric Vehicle (EV) Charging System Equipment

UL 2231-1 – Personnel Protection Systems for Electric Vehicle Supply Circuits – General Requirements

UL 2231-2 – Personnel Protection Systems for Electric Vehicle Supply Circuits – Protective Devices for Use in Charging Systems

UL 2251 – Electric Vehicle Plugs, Receptacles and Couplers

Electromagnetic compatibility (EMC) – Requirements FCC part 15 subpart B

National Electrical Code (NEC) Article 625 – Vehicle Charging System

Electric shock hazard, fire hazard and injury hazard are three major concerns for all EV charging systems address by the various standards. TOG corresponding design of our EVSE product considering these standard requirements to prevent above-mentioned hazards. To assure we design and manufacture safe charging equipment, we compliance with the major standards and we have implemented crucial design rules to meet these requirements for the different element of our EVSE product include construction of exterior and interior, personal protection against electric shock, insulation coordination, electromagnetic compatibility, charging control, and the like.

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 seamlessly modify our base model power system platform to produce bespoke products for our customer needs results in minimal NRE expenses, meaning that we generally avoid charging our OEM customers for such NRE expenses.

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.

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 OEM’s, 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 name "DP Digital Power Flexible Power" which we also registered this brand name with the International Register of Marks maintained under the Madrid Agreement.

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.

Environmental Matters and Other Government Regulations

Our businesses are heavily regulated in most of our markets. We handle power electronics products mainly in the form of power conversion. We must take into account several standards for electronic safety to protect the health of humans and animals. We serve diverse markets including automotive, medical and healthcare, defense and aerospace, and industrial and telecommunications, each of which has its own set of their safety regulations and standards with which we must comply. Complying with these laws has not been a material cost to us and has not had a material effect upon our capital expenditures, earnings or competitive position.

Environmental Matters. We are subject to various federal, state local and non-U.S. laws and regulations relating to environmental protection, including the discharge, treatment, storage, disposal and remediation of hazardous substances and wastes. We continually assess our compliance status and management of environmental matters to ensure that our operations are in compliance with all applicable environmental laws and regulations. Investigation, remediation and operation and maintenance costs associated with environmental compliance and management of sites are a normal, recurring part of our operations. Because we typically use third party manufacturing sources for our products, compliance with these laws has not been a material cost to us and has not had a material effect upon our capital expenditures, earnings or competitive position.

Government Contracts. The U.S. government and foreign governments may terminate any of our government contracts at their convenience, as well as for default based on our failure to meet specified performance requirements. If any of our U.S. government contracts were to be terminated for convenience, we would generally be entitled to receive payment for work completed and allowable termination or cancellation costs. If any of our government contracts were to be terminated for breach or default on our part, generally the U.S. government would pay only for the work that has been accepted and could 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 can 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 avoid electrocution. A MOP can be safety insulation, a protective earth, a defined creepage distance, an air gap (clearance) or other protective impedance. These can be used in various combinations – having two MOPs means if one fails, there is another in place. We must comply with a standard that treats operators and patients, resulting in the classifications “means of operator protection” and “means of patient protection.” The latter requirements are more stringent because the patient may be physically connected via an AP and unconscious when the 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 and practices, including regulations relating to import-export control, tariffs, investment, exchange controls, anti-corruption and repatriation of earnings. Non-U.S. sales are also subject to varying currency, political and economic risks.

Human Capital Resources

AsWe ofare ~~February~~committed ~~20,~~to ~~2024,~~attracting weand ~~have~~retaining ~~approximately~~the ~~eighteen~~brightest ~~full-time~~and ~~employees~~best ~~and~~talent, ~~one~~so ~~part-time~~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 ~~whom~~work. ~~two~~The ~~were~~human incapital ~~engineering,~~measures ~~three~~and objectives that we focus on in ~~production~~managing our business include employee safety, ~~eight in~~talent ~~customer~~acquisition ~~support~~and retention, ~~sales~~employee engagement, development and ~~marketing~~training, diversity and ~~six~~inclusion, inand ~~general~~compensation and ~~administrative~~pay equity. ~~Our~~None ~~employees~~of ~~are~~our ~~not~~employees ~~covered~~is represented by ~~any~~ a collective bargaining unit or is a party to a collective bargaining ~~agreements~~agreement. We ~~consider~~believe ~~relations~~that our relationship with our employees tois be good.

~~We believe~~The ~~that~~following wedescription provides ~~have~~an ~~been~~overall ~~successful~~view ~~in attracting experienced and capable personnel. All~~ of our employees have entered into agreements with our company or Ault requiring them not to disclose our proprietary information, assigning to us all rights to inventions made during their employment and prohibiting them from competing with usCompany.

Employee Profile

As of December 31, 2024, we have approximately seventeen full-time employees and one part-time employee, of whom two were in engineering, four 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, 2024, approximately 28% of our current workforce is female, 72% male, and our average tenure is 9.2 years, a decrease of 37% from an average tenure of 14.7 years as of December 31, 2023.

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.

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, ~~2023~~2024, and December 31, ~~2022~~2023, our backlog was approximately $46.21 million and $4.42 million, respectively~~, compared with $4~~.0 ~~million as of December 31, 2021.~~ 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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ITEM 1A. RISK FACTORS

An investment in our common stock involves significant risks. You should carefully consider the following risks and all other information set forth in this Annual Report before deciding to invest in our common stock. If any of the events or developments described below occurs, our business, financial condition and results of operations may suffer. In that case, the value of our common stock may decline, and you could lose all or part of your investment.

You should consider each of the following risk factors and any other information set forth in this Annual Report and the other reports filed by the Company with the SEC, including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occurs, the Company’s business and financial condition, results or prospects could be harmed. Please also read carefully the section entitled “Special Note Regarding Forward-Looking Statements” at the beginning of this Annual Report.

Risks Related to the Company and Financial Condition

We have a history of annual net losses which may continue and which may negatively impact our ability to achieve our business objectives.

As of December 31, ~~2023~~2024, we had cash of $0.0 million and negative working capital of $56.5 million. We have incurred recurring losses, anticipate continuing losses, and reported losses available to common shareholders for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023 of $64.90 million and $46.9 million, respectively. In the past, we have financed our operations principally through investment by ~~Ault~~Hyperscale, our current parent company. There can be no assurance that, even if our revenues increase, future operations will result in net income. Our failure to increase our revenues or improve our gross margins will harm our business. We may not be able to sustain or increase profitability on a quarterly or annual basis in the future. If our revenues grow more slowly than we anticipate, our gross margins fail to improve or our operating expenses exceed our expectations, our operating results will suffer. The prices we charge for our products may decrease, which would reduce our revenues and gross margins and harm our business. If we are unable to sell our products at acceptable prices relative to our costs, or if we fail to develop and introduce on a timely basis new products from which we can derive additional revenues, our financial results will suffer. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for the 12 months following the issuance of these financial statements.

Our business model will continue to evolve as we focus on our EV charging operating segment, which will increase the complexity of our business.

Our business model has evolved in the past and will continue to do so as we focus on our EV charging operating segment. In prior years we have added additional types of services and product offerings and in some cases, we have modified or discontinued those services and product offerings. We intend to continue to try to offer additional types of products or services, including with respect to our EV charging products and services, and we do not know whether any of them will be successful. From time to time, we have also modified aspects of our business model relating to our product mix. We do not know whether these or any other modifications will be successful. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a material adverse effect on our business.

We will need, but may be unable to obtain, funding on satisfactory terms, or at all; any financing we do obtain could dilute our shareholders and investors, or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund all of the cash requirements of our activities. However, it is extremely unlikely that we will be able to generate any significant cash from our operating activities in the foreseeable future. Future financings may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing of securities senior to our common stock will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants may cause an event of default and acceleration of the obligation to pay the debt, which would have a material adverse effect on our business, prospects, financial condition and results of operations and we could lose our existing sources of funding and impair our ability to secure new sources of funding. You should not assume that ~~Ault~~Hyperscale will support us financially in the future. There can be no assurance that we will be able to generate any further investor interest in our securities or other types of funding, in which case you would likely lose the entirety of the value of our shares that will be distributed to you.

~~Our acquisition growth strategy is subject to a significant degree of risk.~~11

Our ~~growth~~acquisition growth strategy ~~through acquisitions~~is ~~involves~~subject to a significant degree of risk. Some of the companies that we have identified as acquisition targets may not have a developed business or are experiencing inefficiencies and incur losses. Therefore, we may lose our investment assuming we are able to make one, in the event that these companies’ businesses do not develop as planned or that they are unable to achieve the anticipated cost efficiencies or reduction of losses.

18Our growth strategy through acquisitions involves a significant degree of risk. Some of the companies that we have identified as acquisition targets may not have a developed business or are experiencing inefficiencies and incur losses. Therefore, we may lose our investment assuming we are able to make one, in the event that these companies’ businesses do not develop as planned or that they are unable to achieve the anticipated cost efficiencies or reduction of losses.

Further, in order to implement our growth plan, we have hired additional staff and consultants to review potential investments and implement our plan. As a result, we have substantially increased our infrastructure and costs. If we fail to quickly find new companies that provide revenue to offset our costs, we will continue to experience losses. No assurance can be given that our product development and investments will produce sufficient revenues to offset these increases in expenditures.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

Whenever we make acquisitions, we could have difficulty integrating the acquired companies’ personnel and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by several inherent risks, including, without limitation, the following:

The possibility that senior management and/or management of future acquired companies terminate their employment prior to or shortly following our completion of integration;

difficulty of integrating acquired products, services or operations;

integration of new employees and management into our culture while maintaining focus on operating efficiently and providing consistent, high-quality goods and services;

potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

unanticipated issues with transferring customer relationships;

complexity associated with managing our combined company;

difficulty of incorporating acquired rights or products into our existing business;

difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses in maintaining such facilities;

difficulties in maintaining uniform standards, controls, procedures and policies;

potential impairment of relationships with employees and customers as a result of any integration of new management personnel;

potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers;

effect of any government regulations which relate to the business acquired; and

potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition.

Our business could be severely impaired if and to the extent that we are unsuccessful in addressing any of these risks or other problems encountered in connection with any acquisition, many of which cannot be presently identified. If we fail to satisfactorily address them, these risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

Our business and operations are growing, and if we fail to effectively manage our growth, our business and operating results could be harmed.

We have experienced, and may continue to experience, growth in our operations. This has placed, and may continue to place, significant demands on our management, operational and financial infrastructure. If we do not manage our growth effectively, the quality of our products and services could suffer, which could negatively affect our operating results. To effectively manage our growth, we must continue to improve our operational, financial and management controls and reporting systems and procedures. These systems improvements may require significant capital expenditures and management resources. Failure to implement these improvements could hurt our ability to manage our growth and our financial position.

~~There is no assurance of successful expansion of operations.~~12

~~Our~~There ~~significant~~is ~~increase~~no inassurance ~~the scope and the scale~~ of ~~our~~successful operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

19Our significant increase in the scope and the scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

We may be unable to successfully expand our production capacity, which could result in material delays, quality issues, increased costs and loss of business opportunities, which may negatively impact our product margins and profitability.

Part of our future growth strategy is to increase our production capacity to meet increasing demand for our goods. Assuming we obtain sufficient funding to increase our production capacity, any projects to increase such capacity may not be constructed on the anticipated timetable or within budget. We may also experience quality control issues as we implement any production upgrades. Any material delay in completing these projects, or any substantial cost increases or quality issues in connection with these projects could materially delay our ability to bring our products to market and adversely affect our business, reduce our revenue, income and available cash, all of which could harm our financial condition.

If we fail to anticipate and adequately respond to rapid technological changes in our industry, including evolving industry-wide standards, in a timely and cost-effective manner, our business, financial condition and results of operations would be materially and adversely affected.

The markets in which we operate are characterized by technological changes. Such changes, including evolving industry standards, changes in customer requirements and new product introductions and enhancements, could render our products obsolete. Accordingly, we are required to constantly monitor and anticipate technological changes in our industry and develop new product offerings and technologies or adapt or modify our existing offerings and technologies to keep pace with technological advances in our industry and remain competitive.

Our ability to implement our business strategy and continue to grow our revenues will depend on a number of factors, including our continuing ability to:

identify emerging technological trends in our current and target markets.

identify additional uses for our existing technology to address customer needs in our current and future markets;

enhance our offerings by adding innovative features that differentiate our offerings from those of our competitors; and

design, develop, manufacture, assemble, test, market and support new products and enhancements in a timely and cost-effective manner.

We believe that, to remain competitive in the future, we will need to continue to invest significant financial resources in developing new offerings and technologies or to adapt or modify our existing offerings and technologies, including through internal product design and development, strategic acquisitions and joint ventures or other arrangements. However, these efforts may be more costly than we anticipate and there can be no assurance that they will be successful.

To the extent our customers adopt such new technology in place of our products, the sales of our products may be adversely affected. Such competition may also increase pricing pressure for our products and adversely affect the revenues from such products.

Our future success depends upon our ability to develop, and market differentiated, leading-edge power conversion products for larger customers as well as off-grid power generation and distribution technologies, potentially contributing to lengthy product development and sales cycles that may result in significant expenditures before revenues are generated.

The power system industry and the industries in which many of our customers operate are characterized by intense competition, rapid technological change, quickened product obsolescence, and price erosion for mature products, each of which could have an adverse effect on our results of operations. The development of new, innovative products is often a complex, time-consuming and costly process involving significant investment in research and development, with no assurance of return on investment. Although we have introduced many products over recent years, there can be no assurance we will be able to continue to develop and introduce new and improved products and power system concepts in a timely or efficient manner. Similarly, there can be no assurance that recently introduced or to be developed products will achieve customer acceptance.

Our future success depends substantially upon customer acceptance of our innovative products and services. As we have been in the early stages of market penetration for our EVSE infrastructure and eMobility service, we have experienced lengthy periods during which we have focused our product development efforts on the specific requirements of a limited number of large customers, followed by further periods of delay before meaningful purchase orders are received. As a result, we may incur significant product development expenses, as well as significant sales and marketing expenses, before we generate the related revenues for these products.

2013

We cannot offer any assurance that the markets we currently serve will grow in the future, our power products, including EVSE infrastructure and services, will meet respective market requirements, or we can maintain adequate gross margins or operating profits in these markets.

Our future results will depend on our ability to maintain and expand our existing sales channels and to build out our marketing, business development and sales functions.

To grow our business, we must add new customers for our products in addition to retaining and increasing sales to our current customers. Currently, we have a limited sales force focused on establishing relationships with customers that we expect to expand over time. We have historically relied on key executives to drive growth through return business with existing customers. Building out marketing, business development and sales functions in all operating subsidiaries is critical to drive significant growth in line with our strategic plans. We plan to contract for marketing services to improve our websites, manage public relations and optimize our social media presence. Failure to recruit and retain the business development and sales personnel to execute on outreach and capture of new business, or the failure of those new hires or marketing services to perform as expected, will limit our ability to achieve our growth targets.

The sale of our products is dependent upon our ability to satisfy the proprietary requirements of our customers.

We depend upon a relatively narrow range of products for the majority of our revenue. Our success in marketing our products is dependent upon their continued acceptance by our customers. In some cases, our customers require that our products meet their own proprietary requirements. If we are unable to satisfy such requirements, or forecast and adapt to changes in such requirements, our business could be materially harmed.

We depend upon a few major customers for a majority of our revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products that they purchase from us, would significantly reduce our revenues.

We currently depend upon a few major OEMs and other customers for a significant portion of our revenues. Given the nascent stage of the industry, a limited number of contractual commercial customers and OEM partners currently account for a substantial portion of our income. Our operating projections are currently contingent on our performance under our commercial contracts with, medical and healthcare, defense and aerospace, and industrial and telecommunications customers. We expect that a majority of our sales outside of our new eMobility market may continue to come from a concentrated number of commercial customers and OEM partners. We expect a substantial portion of our revenues in the near future to be from our eMobility market and as a result, to be subject to any risks specific to those entities and the jurisdictions and markets in which they operate, including their ability to develop a portfolio of EV charging infrastructure models and attract customers for those models. We may be unable to accomplish our business plan to diversify and expand our customer and OEM partner base by attracting a broad array of customers and OEM partners, which could negatively affect our business, results of operations and financial condition.

If our major OEM customers reduce or cancel their orders scaling back some of their activities, our revenues would be significantly reduced. Further, diversions in the capital spending of certain of these customers to new network elements have and could continue to lead to their reduced demand for our products, which could, in turn, have a material adverse effect on our business and results of operations. If the financial condition of one or more of our major customers should deteriorate, or if they have difficulty acquiring investment capital due to any of these or other factors, a substantial decrease in our revenues would likely result. We are dependent on the electronic equipment industry, and accordingly will be affected by the impact on that industry of current economic conditions.

Substantially all of our existing customers are in the electronic equipment industry, and they manufacture products that are subject to rapid technological change, obsolescence, and large fluctuations in demand. This industry is further characterized by intense competition and volatility. The OEMs serving this industry are pressured for increased product performance and lower product prices. OEMs, in turn, make similar demands on their suppliers, such as us, for increased product performance and lower prices. Such demands may adversely affect our ability to successfully compete in certain markets or our ability to sustain our gross margins.

We anticipate growing international sales for a portion of our revenues, for which there can be no assurance.

Sales to customers outside of North America accounted for 102%, and 1310% of revenues for the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively, and we expect that international sales will represent an increasing portion of our total revenues. International sales are subject to the risks of international business operations as described above, as well as generally longer payment cycles, greater difficulty collecting accounts receivable and currency restrictions.

2114

Our backlog is subject to reduction and cancellation and unavailability of raw materials used in our products, which could negatively impact our revenues and results of operations.

Backlog represents products or services that our customers have committed by contract to purchase from us. Many of the orders that comprise our backlog may be canceled by our customers, and we cannot be certain that the amount of our backlog does not exceed the level of orders that will ultimately be delivered. Moreover, cancellations of purchase orders or reductions of product quantities in existing contracts could substantially and materially reduce backlog and, consequently, future revenues. Our failure to replace orders for canceled backlog or replace decreased backlog could negatively impact our revenues and results of operations. Further, disruption in the supply chain of electronic components and material parts used as raw materials in our products may affect our ability to manufacture products which could substantially reduce backlog.

Although we depend on sales of our legacy products for a meaningful portion of our revenues, these products are mature, and their sales will decline.

A relatively large portion of our sales have historically been attributable to our legacy products. We expect that these products may continue to account for a meaningful percentage of our revenues for the foreseeable future. However, these sales are declining. Although we are unable to predict future prices for our legacy products, we expect that prices for these products will continue to be subject to significant downward pressure in certain markets for the reasons described above. Accordingly, our ability to maintain or increase revenues will be dependent on our ability to expand our customer base, increase unit sales volumes of these products and successfully, develop, introduce, and sell new products such as custom design and value-added products. We cannot assure you that we will be able to expand our customer base, increase unit sales volumes of existing products or develop, introduce and/or sell new products.

We are heavily dependent on our senior management, and a loss of a member of our senior management team could cause our stock price to suffer.

If we lose the services of Amos Kohn, our Chief Executive Officer and Chief Financial Officer, Marcus Charuvastra, our President, and Douglas Gintz, our Chief Technology Officer, and/or certain key employees, we may not be able to find appropriate replacements on a timely basis, and our business could be adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of these individuals and certain key employees. Although we have entered into employment agreements with Mr. Kohn and we may enter into employment agreements with Mr. Charuvastra and additional key employees in the future, we cannot guarantee that we will be successful in retaining the services of these individuals. If we were to lose any of these individuals, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected.

Furthermore, competition for employees can be intense, particularly in Silicon Valley where TurnOnGreen’s is headquartered, and the ability to attract, hire and retain them depends on TurnOnGreen’s ability to provide competitive compensation. In addition, job market dynamics have been impacted by the “great resignation,” with a significant number of people leaving the workforce, and future challenges related to TurnOnGreen’s “return-to-office” plans, hybrid work model or workplace practices could lead to attrition and difficulty attracting high-quality employees. TurnOnGreen may not be able to attract, assimilate, develop, or retain qualified personnel in the future, and failure to do so could adversely affect its business, including the execution of its global business strategy.

~~Recent changes in our management may cause uncertainty in~~If we are unable to identify, attract, train orand beretain ~~disruptive~~qualified topersonnel, especially our ~~general~~design and technical personnel, our business and results of operations would be materially and adversely affected, and we may not be able to effectively execute our business strategy.

OnOur ~~September~~performance 5and future success largely depend on our continuing ability to identify, ~~2023~~attract, ~~David~~train, J.retain ~~Katzoff~~and ~~resigned as~~motivate ~~Chief~~qualified ~~Financial~~personnel, ~~Officer~~including ofour ~~the~~management, ~~Company~~sales and ~~Mr.~~marketing, finance ~~Kohn~~and ~~was~~in ~~appointed~~particular asour ~~his~~engineering, ~~replacement~~design and technical personnel. ~~This~~For ~~change~~example, inwe ~~our~~currently ~~management~~have ~~may~~a belimited ~~disruptive~~number of qualified topersonnel ~~our~~for ~~business~~the assembling and ~~during~~testing ~~the~~processes. ~~transition~~We ~~period~~do ~~there~~not ~~may~~know whether we will be ~~uncertainty~~able ~~with~~to retain all these personnel as we continue to pursue our ~~shareholders~~business strategy. Our engineering, ~~customers~~design and ~~employees~~technical ~~concerning~~personnel ~~our future~~represent ~~direction~~a ~~and~~significant ~~performance~~asset. ~~Our~~The ~~success~~competition ~~will~~for ~~depend~~qualified personnel onin our industry is intense and constrains our ability to attract, ~~hire~~qualified ~~and~~personnel. ~~retain~~The ~~senior~~loss ~~management~~of ~~and~~the ~~other~~services ~~key~~of ~~personnel~~one or more ~~and~~of onour ~~the~~key ~~abilities~~employees, especially of ~~the~~our ~~new~~key ~~management~~engineering, design and technical personnel, or our inability to ~~function~~attract, ~~effectively~~retain ~~going~~and ~~forward~~motivate qualified personnel, could have a material adverse effect on our business, financial condition and operating results.

If we are unable to identify, attract, train and retain qualified personnel, especially our design and technical personnel, our business and results of operations would be materially and adversely affected, and we may not be able to effectively execute our business strategy.15

Our ~~performance~~technology ~~and~~is ~~future~~generally ~~success largely depend on our continuing ability to identify~~unpatented, ~~attract, train, retain~~ and ~~motivate~~others ~~qualified~~may ~~personnel, including our management, sales and marketing,~~seek finance and in particular our engineering, design and technical personnel. For example, we currently have a limited number of qualified personnel for the assembling and testing processes. We do not know whether we will be able to ~~retain~~copy ~~all these personnel as we continue to pursue our business strategy~~it. Our engineering, design and technical personnel represent a significant asset. The competition for qualified personnel in our industry is intense and constrains our ability to attract qualified personnel. The loss of the services of one or more of our key employees, especially of our key engineering, design and technical personnel, or our inability to attract, retain and motivate qualified personnel, could have a material adverse effect on our business, financial condition and operating results.

22We operate in an industry in which the ability to compete depends on the development or acquisition of proprietary technologies that must be protected to preserve the exclusive use of such technologies. We devote substantial resources to establish and protect our proprietary rights. This protection, however, may not prevent competitors from independently developing products similar or superior to our products. We may be unable to protect our IP that competitors could restrict or replicate, of which may have a material adverse effect on our competitive position. In addition, the intellectual property laws of foreign countries may not protect our rights to the same extent as those of the United States.

~~Our~~We generally do not patent technology isdeveloped by ~~generally~~us ~~unpatented~~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 ~~may~~who ~~seek~~work for or with us to ~~copy~~enter itinto 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.

WeFailure ~~operate in an industry in which the ability to compete depends on the development or acquisition~~ of ~~proprietary technologies that must be protected to preserve the exclusive use of such technologies. We devote substantial resources to establish and protect~~ our ~~proprietary~~information ~~rights.~~technology ~~This protection, however, may not~~infrastructure ~~prevent competitors from independently developing products similar or superior~~ to ~~our~~operate ~~products.~~effectively ~~We may be unable to protect our IP that competitors~~ could ~~restrict~~adversely oraffect ~~replicate, of which may have a material adverse effect on~~ our ~~competitive position~~business. ~~In addition, the intellectual property laws of foreign countries may not protect our rights to the same extent as those of the United States.~~

We ~~generally~~depend doheavily ~~not~~on ~~patent~~information technology ~~developed~~infrastructure byto usachieve ~~and~~our webusiness ~~cannot~~objectives. beIf ~~sure~~a ~~that~~problem ~~others~~occurs ~~will~~that ~~not~~impairs ~~independently~~this ~~develop~~infrastructure, the ~~same~~resulting ordisruption ~~similar~~could ~~technology~~impede orour ~~otherwise~~ability to ~~obtain~~record ~~access~~or toprocess ~~our technology.~~orders, Tomanufacture ~~protect~~and ~~our~~ship ~~rights~~ in ~~these~~a ~~areas,~~timely ~~we require all employees~~manner, ~~consultants~~or ~~and~~otherwise ~~others~~carry ~~who~~on ~~work~~business ~~for~~in orthe ~~with~~normal uscourse. toAny ~~enter~~such ~~into~~event ~~confidentiality~~could ~~agreements.~~cause Weus ~~cannot~~to belose ~~sure,~~customers ~~however, that these agreements will provide meaningful protection for our trade secrets, know-how~~ or ~~other~~revenue ~~information~~and incould ~~the~~require ~~event~~us ofto ~~any~~incur ~~unauthorized~~significant ~~use,~~expenses ~~misappropriation~~to ~~or disclosure~~remediate.

~~Failure~~Our ofinsurance ~~our~~coverage ~~information~~and ~~technology~~indemnity ~~infrastructure~~may be insufficient to ~~operate~~cover ~~effectively~~potential ~~could~~liabilities ~~adversely~~we ~~affect~~may ~~our~~face ~~business~~due to the risks inherent in the products and services we provide.

We ~~depend~~are ~~heavily~~exposed onto ~~information~~liabilities ~~technology~~that ~~infrastructure~~are unique to ~~achieve~~the products and services we provide. A significant portion of our business ~~objectives.~~relates Ifto adesigning, ~~problem~~developing ~~occurs~~and ~~that~~manufacturing ~~impairs~~components, integrated ~~this~~assemblies ~~infrastructure~~and subsystems for advanced defense, ~~the~~medical, ~~resulting~~transportation, ~~disruption~~industrial, ~~could~~technology ~~impede~~and ~~our~~communications ~~ability~~systems toand ~~record~~products. New technologies associated with these systems and products may be untested or ~~process~~unproven. ~~orders~~Components of certain defense systems and products we develop are inherently dangerous. Failures of satellites, ~~manufacture~~missile systems, air traffic control systems, homeland security applications and ~~ship~~aircraft inhave athe ~~timely~~potential ~~manner~~to cause loss of life and extensive property damage. In most circumstances, orwe ~~otherwise~~may ~~carry~~receive indemnification onfrom ~~business~~the government end users of our defense offerings in the ~~normal~~United ~~course.~~States, ~~Any~~the ~~such~~United ~~event~~Kingdom and Israel. In addition, ~~could~~failures ~~cause~~of usproducts toand ~~lose~~systems ~~customers~~that we manufacture or ~~revenue~~distribute ~~and~~for ~~could~~medical ~~require~~devices, ustransportation tocontrols ~~incur~~or ~~significant~~industrial ~~expenses~~systems also have the potential to ~~remediate~~result in loss of life, personal injury and/or extensive property damage.

~~Our~~While we maintain insurance ~~coverage~~for ~~and~~certain ~~indemnity~~risks, the amount of our insurance coverage may not be ~~insufficient~~ adequate to cover ~~potential~~all claims or liabilities, and we may ~~face~~be ~~due~~forced to ~~the~~bear substantial costs from an accident or incident. It also is not possible for us to obtain insurance to protect against all operational risks ~~inherent~~and liabilities. Substantial claims resulting from an incident in ~~the~~excess ~~products~~of government indemnity and ~~services~~our insurance coverage would harm our financial condition, results of operations and cash flows. Moreover, any accident or incident for which we ~~provide~~are liable, even if fully insured, could negatively affect our standing with our customers and the public, thereby making it more difficult for us to compete effectively, and could significantly impact the cost and availability of adequate insurance in the future.

WeRisks ~~are~~Related ~~exposed~~ to ~~liabilities~~Our ~~that~~EV ~~are~~Charging ~~unique to~~Business ~~the products~~ and ~~services we provide. A significant portion of our business relates to designing, developing and manufacturing components,~~ integrated assemblies and subsystems for advanced defense, medical, transportation, industrial, technology and communications systems and products. New technologies associated with these systems and products may be untested or unproven. Components of certain defense systems and products we develop are inherently dangerous. Failures of satellites, missile systems, air traffic control systems, homeland security applications and aircraft have the ~~potential~~EV toCharging cause loss of life and extensive property damage. In most circumstances, we may receive indemnification from the government end users of our defense offerings in the United States, the United Kingdom and Israel. In addition, failures of products and systems that we manufacture or distribute for medical devices, transportation controls or industrial systems also have the potential to result in loss of life, personal injury and/or extensive property damage.Industry

~~While~~We weare ~~maintain~~dependent ~~insurance~~upon ~~for certain risks, the amount of~~ our ~~insurance coverage may not be adequate to cover all claims or liabilities,~~ and we may be forced to bear substantial costs from an accident or incident. It also is not possible for us to obtain insurance to protect against all operational risks and liabilities. Substantial claims resulting from an incident in excess of government indemnity and our ~~insurance coverage would harm our financial condition,~~contract ~~results~~manufacturers’ ofability operations and cash flows. Moreover, any accident or incident for which we are liable, even if fully insured, could negatively affect our standing with our customers and the public, thereby making it more difficult for us to ~~compete~~timely ~~effectively,~~procure ~~and~~electronic ~~could significantly impact the cost and availability of adequate insurance in the future~~components.

~~Risks~~Because ~~Related~~of the global economy, many raw material vendors have reduced capacities, closed production lines and, in some cases, even discontinued their operations. As a result, there is a global shortage of certain electronic or mineral components, which may extend our production lead-time and our production costs. Some materials are no longer available to ~~Our~~support EVsome ~~Charging~~of ~~Business~~our products, thereby requiring us to search for cross materials or, even worse, redesign some of our products to support currently available materials. Such redesign efforts may require certain regulatory and safety agency re-submittals, which may cause further production delays. While we have initiated actions that we believe will limit our exposure to such problems, the EVdynamic ~~Charging~~business ~~Industry~~conditions in many of our markets may challenge the solutions that have been put in place, and issues may recur in the future.

WeIn ~~are~~addition, ~~dependent~~most ~~upon~~of our products are manufactured, assembled and ~~our~~tested by third party subcontractors and contract manufacturers’ located in Asia, and particularly China. While we have had relationships with many of these third parties in the past, we cannot predict how or whether these relationships will continue in the future. In addition, changes in management, financial viability, manufacturing demand or capacity, or other factors, at these third parties could hurt our ability to ~~timely~~manufacture ~~procure~~our ~~electronic components~~products.

Because of the global economy, many raw material vendors have reduced capacities, closed production lines and, in some cases, even discontinued their operations. As a result, there is a global shortage of certain electronic or mineral components, which may extend our production lead-time and our production costs. Some materials are no longer available to support some of our products, thereby requiring us to search for cross materials or, even worse, redesign some of our products to support currently available materials. Such redesign efforts may require certain regulatory and safety agency re-submittals, which may cause further production delays. While we have initiated actions that we believe will limit our exposure to such problems, the dynamic business conditions in many of our markets may challenge the solutions that have been put in place, and issues may recur in the future.16

InWe ~~addition,~~may ~~most~~not ofbe ~~our~~able ~~products~~to ~~are~~procure ~~manufactured, assembled~~necessary ~~and~~key ~~tested~~components byor raw ~~third party subcontractors and contract manufacturers located in Asia~~materials, ~~and~~or ~~particularly China. While~~ we ~~have~~may ~~had relationships~~purchase ~~with~~excess ~~many~~raw ofmaterial ~~these~~inventory ~~third~~or ~~parties~~unusable ~~in the past~~inventory, wewhich ~~cannot~~increases ~~predict~~the ~~how~~risk orof ~~whether~~reserve ~~these~~charges ~~relationships~~to reduce ~~will continue in~~ the ~~future.~~ Invalue ~~addition,~~of ~~changes~~any ininventory ~~management,~~deemed ~~financial~~excess ~~viability, manufacturing demand~~ or ~~capacity~~obsolete, orthereby ~~other~~reducing ~~factors, at these third parties could hurt~~ our ~~ability to manufacture our products~~profitability.

23The power systems industry, and the electronics industry as a whole, can be subject to pronounced, lengthy business cycles and otherwise subject to sudden and sharp changes in demand. Our success is, in part, dependent on our ability to forecast and procure inventories of components and materials to match production schedules and customer delivery requirements. Many of our products require raw materials supplied by a limited number of vendors and, in some instances, a single vendor. During certain periods, key components or materials required to build our products may become unavailable in the timeframe required for us to meet our customers’ needs. Our inability to secure sufficient raw materials to manufacture products for our customers has reduced, in the past, our revenue and profitability and could do so again.

We may ~~not~~choose, beand ~~able~~have chosen, to ~~procure~~mitigate ~~necessary key~~our inventory risks by increasing the levels of inventory for certain products, components and materials. Such increased inventory levels may increase the potential risk for excess or ~~raw~~obsolete ~~materials~~inventories, should our forecasts fail to materialize or weif ~~may~~there ~~purchase~~are ~~excess~~negative factors ~~raw~~impacting ~~material~~our customers’ end markets, leading to order cancellation. If we identify excess inventory or ~~unusable~~determine certain inventory is obsolete (i.e., ~~which~~unusable), ~~increases~~we ~~the~~likely ~~risk~~will ofrecord ~~reserve charges~~additional toinventory ~~reduce~~reserves ~~the~~(i.e., ~~value~~expenses ofrepresenting ~~any~~the ~~inventory~~write-off of ~~deemed~~the excess or obsolete inventory), ~~thereby~~which ~~reducing~~could have an adverse effect on our ~~profitability.~~gross margins and on our operating results.

~~The~~We ~~power~~depend ~~systems~~on ~~industry,~~international ~~and~~operators ~~the~~for ~~electronics industry as~~ a ~~whole, can be subject to pronounced, lengthy business cycles and otherwise subject to sudden and sharp changes in demand.~~ ~~Our~~substantial ~~success~~portion ~~is,~~of ~~in part, dependent on~~ our ~~ability to forecast and procure inventories of~~ components and ~~materials to match production schedules and customer delivery requirements. Many of our~~ products ~~require raw materials supplied by a limited number of vendors and, in some instances, a single vendor~~. During certain periods, key components or materials required to build our products may become unavailable in the timeframe required for us to meet our customers’ needs. Our inability to secure sufficient raw materials to manufacture products for our customers has reduced, in the past, our revenue and profitability and could do so again.

We ~~may~~purchase ~~choose,~~a ~~and~~substantial ~~have~~portion ~~chosen,~~of ~~to mitigate~~ our components ~~inventory~~from ~~risks~~foreign bymanufacturers ~~increasing~~and ~~the~~have ~~levels~~a ofsubstantial ~~inventory~~portion ~~for~~of ~~certain~~our commercial products assembled, ~~components~~packaged and ~~materials.~~tested ~~Such~~by ~~increased inventory levels~~subcontractors ~~may~~located ~~increase~~outside the ~~potential~~United ~~risk~~States. ~~for~~These ~~excess~~activities orare ~~obsolete~~subject ~~inventories,~~to ~~should~~the ~~our~~uncertainties ~~forecasts~~associated ~~fail~~with tointernational ~~materialize~~business oroperations, including iftrade ~~there~~barriers ~~are~~and ~~negative factors~~other ~~impacting~~restrictions, ~~our~~changes ~~customers’~~in ~~end~~trade ~~markets~~policies, ~~leading~~governmental toregulations, ~~order~~currency ~~cancellation.~~exchange Iffluctuations, reduced weprotection ~~identify~~for ~~excess~~intellectual ~~inventory~~property, orwar ~~determine~~and ~~certain inventory~~other ismilitary ~~obsolete (i.e.~~activities, ~~unusable)~~terrorism, wechanges ~~likely~~in ~~will~~social, ~~record~~political, ~~additional~~or ~~inventory reserves (i.e.~~economic conditions, ~~expenses~~and ~~representing~~other ~~the~~disruptions ~~write-off of~~or ~~the~~delays ~~excess~~in production or ~~obsolete inventory)~~shipments, any of which could have ana materially adverse effect on our ~~gross~~business, financial ~~margins~~condition, and/or ~~on our~~ operating results.

WeAlthough ~~depend~~no assurance can be given that future disruptions will not occur, to date, we have not experienced any disruptions due to our reliance on ~~international~~foreign ~~operators~~manufacturers. ~~for~~In athe future, ~~substantial~~if ~~portion~~any one of our ~~components~~foreign manufacturers experiences an extensive disruption in the production of the products that we need, we will have to pursue alternative plans of production, such as finding an alternative manufacturer to produce those products affected by such disruption. Alternative manufacturers that produce the products that we need do exist. Nonetheless, having to locate an alternative supplier may cause a material disruption in our ability to produce and supply products to our customers. If we have to pursue alternative plans of production, it could have a materially adverse effect on our business, financial condition, and operating results.

We ~~purchase~~may aface ~~substantial~~significant ~~portion~~risks ~~of our components from foreign manufacturers~~ and ~~have a substantial portion of our commercial products assembled, packaged and tested by subcontractors~~operational ~~located~~disruptions ~~outside~~in ~~the~~transitioning ~~United States. These activities are subject~~ to ~~the~~a ~~uncertainties~~new ~~associated~~contract ~~with international business operations~~manufacturer, ~~including~~ trade barriers and other restrictions, changes in trade policies, governmental regulations, currency exchange fluctuations, reduced protection for intellectual property, war and other military activities, terrorism, changes in social, political, or economic conditions, and other disruptions or delays in production or shipments, any of which could ~~have~~adversely aaffect ~~materially adverse effect on~~ our business, ~~financial~~ ~~condition~~results of operations, and~~/or~~ ~~operating results~~customer relationships.

~~Although~~Shifting noproduction ~~assurance~~to ~~can~~a benew ~~given~~contract ~~that future~~manufacturer ~~disruptions~~(“CM”) ~~will~~involves ~~not~~numerous ~~occur,~~challenges toand ~~date,~~introduces wesubstantial ~~have~~risks ~~not~~that ~~experienced~~could ~~any~~materially ~~disruptions~~impact ~~due to~~ our ~~reliance on foreign manufacturers~~operations. InThe ~~the~~transition ~~future,~~may result ifin ~~any~~technical ~~one~~and ofengineering ~~our~~setbacks, ~~foreign~~including ~~manufacturers experiences an extensive disruption in~~ the ~~production~~loss of ~~the~~specialized ~~products~~expertise ~~that~~and wedifficulties ~~need,~~in were-qualifying ~~will~~manufacturing ~~have~~processes toand ~~pursue~~replicating ~~alternative~~established ~~plans~~workflows ofat ~~production,~~the ~~such~~new asfacility. ~~finding~~We anmay ~~alternative~~also ~~manufacturer~~face toquality ~~produce~~and ~~those~~reliability ~~products~~issues ~~affected~~as ~~by such disruption. Alternative manufacturers that produce~~ the ~~products~~new ~~that~~CM weramps ~~need~~up ~~do exist. Nonetheless~~production, ~~having to locate an alternative supplier may cause~~ apotentially ~~material~~resulting ~~disruption~~ in ~~our~~increased ~~ability~~product todefects ~~produce~~or ~~and~~variability ~~supply~~in ~~products~~quality ~~to our customers~~standards. IfThe wechange ~~have~~could todisrupt ~~pursue~~our ~~alternative~~supply ~~plans~~chain ~~of production,~~due itto ~~could~~uncertainty ~~have~~in asourcing ~~materially~~raw ~~adverse~~materials ~~effect~~and ~~on our business~~components, ~~financial~~extended ~~condition~~lead times, ~~and~~or ~~operating~~diminished ~~results~~supplier reliability.

~~Potential~~Additionally, ~~tariffs~~the ortransition amay ~~global~~require ~~trade~~significant capital ~~war~~expenditures ~~could increase~~related to new equipment, tooling, and inventory adjustments, as well as increased operational costs during the ~~cost~~ramp-up period. ofWe ~~our~~may ~~products~~experience delays in production output and reduced capacity during this time, which could ~~adversely~~impair ~~impact~~our ~~the~~ability ~~competitiveness~~to meet customer demand. There is also a heightened risk of ~~our~~intellectual ~~products~~property leakage or confidentiality breaches associated with onboarding a new CM, along with potential compliance and ~~our~~regulatory ~~financial~~hurdles ~~results~~that could delay necessary certifications.

~~Since~~Such ~~2018,~~disruptions ~~the~~may ~~United~~negatively ~~States~~impact ~~has imposed tariffs~~customer onsatisfaction ~~certain~~and ~~imports~~damage ~~from~~our ~~China.~~brand ~~If the U.S. administration imposes additional tariffs~~reputation, orespecially if ~~additional~~product ~~tariffs~~delivery timelines or ~~trade~~quality ~~restrictions~~expectations are ~~implemented~~ by the United States or other countries, the cost of our products manufactured in China and imported into the United States or other countries could increase, which in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations. As of the date of this form 10-K, tariffs have not ~~materially adversely affected the purchase price of our products manufactured in China and imported into the United States~~met.

~~Disruption of our manufacturing facilities or other operations or those of our suppliers~~Collectively, orthese inrisks ~~the~~could ~~operations~~impair of our ~~customers, due~~ ability to ~~climate~~deliver ~~change,~~products ~~earthquake~~reliably, ~~flood,~~fulfill ~~other natural~~contractual ~~catastrophic events~~obligations, ~~public~~and ~~health~~maintain ~~crises~~our ~~such~~competitive asposition ~~the Covid-19 pandemic or terrorism could result~~ in ~~cancellation~~the ~~of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business~~market.

We have operations, suppliers and customers located in the U.S., China and Israel. Operations at our manufacturing facilities and our assembly subcontractors and those of our suppliers, as well as our other operations and those of our customers, are subject to disruption for a variety of reasons, including work stoppages, acts of war such as Russia’s invasion of Ukraine, terrorism, public health crises such as the COVID-19 pandemic, fire, earthquake, volcanic eruptions, drought, storms, sea-level rise, extreme temperatures, energy shortages, spikes in energy demand or power blackouts, disruptions in the availability of water necessary for our operations (including, but not limited to, in areas of relatively high water stress), flooding or other natural disasters; and certain of these events may become more frequent or intense as a result of climate change. Such disruption has caused (as with the Covid-19 pandemic, for example) and could in the future cause inefficiencies in our workforce and delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, the ability of our suppliers to supply us components for our products in a timely manner, or the timely installation and acceptance of our products at customer sites. Such disruptions could also induce illiquidity for our customers and suppliers, further straining our supply chain and causing continued uncertainty in customers’ abilities to pay for the products they purchase and their demand for our products and services. In case of any disruptions in our supply chain, we may need to commit to increased purchases and provide longer lead times to secure critical components, which could increase inventory obsolescence risk.17

24Changes in U.S. and international trade policies, particularly with respect to China, and key trading countries, may adversely impact our business and operating results.

~~Changes~~We tocurrently ~~fuel~~rely ~~economy~~on ~~standards~~foreign third-party manufacturers, and parts suppliers, including those in China, Taiwan, Israel, and other countries. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that may ~~negatively~~lead to potential changes to U.S. and international ~~impact~~trade policies. In April 2025, the EVU.S. ~~market~~government announced a tariff rate of up to 145% on imports from China. Tariffs of 10were imposed on imports from both Taiwan and ~~thus~~Israel. If maintained and if extended to other countries, tariffs, and the ~~demand~~potential escalation ~~for~~of trade disputes with China and other countries could pose a significant risk to our ~~products~~business and ~~services~~could result in higher cost of revenues and operating expenses. The extent and duration of any tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and China and/or other countries, the response of such countries, exemptions or exclusions that may be granted, availability.

AsDisruption ~~regulatory initiatives have required an increase in the mileage capabilities~~ of ~~cars,~~our ~~consumption~~manufacturing offacilities ~~renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance~~or ~~of EVs and~~ other ~~alternative~~operations ~~vehicles~~or ~~has~~those ~~been increasing. If fuel efficiency~~ of ~~non-electric vehicles~~our ~~continues to rise~~suppliers, ~~whether as the result of regulations~~ or ~~otherwise,~~in ~~and~~the ~~affordability~~operations of ~~vehicles~~our ~~using renewable transportation fuels improves~~customers, ~~the~~due ~~demand for electric and high energy vehicles could diminish. Regulatory bodies may also adopt rules that substantially favor certain alternatives~~ to ~~petroleum-based propulsion~~climate ~~over~~change, ~~others~~earthquake, ~~which~~flood, ~~may~~other ~~not necessarily be EVs. This may impose additional obstacles to the purchase~~natural ofcatastrophic ~~EVs or the development of a more ubiquitous EV market. Finally~~events, ~~the~~public ~~current~~health ~~litigation~~crises ~~between~~or ~~the~~terrorism ~~state of California and the National Highway Transit Safety Administration~~ could ~~impact~~result ~~California’s~~in ~~ability~~cancellation ~~to set fuel economy standards that encourage the adoption~~ of ~~EVs~~orders, ~~and~~delays ~~are~~in ~~followed~~deliveries byor ~~many~~ other ~~states. If any of the above causes or contributes to consumers or businesses to no longer purchase~~business ~~EVs~~activities, or ~~purchase~~loss ~~them~~of atcustomers ~~a lower rate, it would materially~~ and ~~adversely~~could ~~affect~~seriously harm our business~~, operating results, financial condition and prospects~~.

~~The~~We EVhave ~~market~~operations, ~~currently~~suppliers ~~benefits~~and ~~from~~customers ~~the availability~~located ofin ~~rebates~~the U.S., ~~tax~~China ~~credits~~and Israel. Operations at our manufacturing facilities and ~~other~~our ~~financial~~assembly ~~incentives~~subcontractors ~~from~~and ~~governments~~those of our suppliers, as ~~utilities~~well as our other operations and ~~others~~those of our customers, are subject to ~~offset~~disruption ~~the~~for ~~purchase~~a variety of reasons, including work stoppages, acts of war such as Russia’s invasion of Ukraine, terrorism, public health crises , fire, earthquake, volcanic eruptions, drought, storms, sea-level rise, extreme temperatures, energy shortages, spikes in energy demand or ~~operating~~power ~~cost~~blackouts, disruptions in the availability of ~~EVs~~water necessary for our operations (including, but not limited to, in areas of relatively high water stress), flooding or other natural disasters; and EVcertain ~~charging~~of ~~stations~~these events may become more frequent or intense as a result of climate change. ~~The~~Such ~~reduction~~disruption could in the future cause inefficiencies in our workforce and delays in, ~~modification~~among other things, shipments of products to our customers, our ability to perform services requested by our customers, the ability of our suppliers to supply us components for our products in a timely manner, or ~~elimination~~the timely installation and acceptance of ~~such~~our ~~benefits~~products at customer sites. Such disruptions could ~~cause~~also ~~reduced~~induce illiquidity for our customers and suppliers, further straining our supply chain and causing continued uncertainty in customers’ abilities to pay for the products they purchase and their demand for ~~EVs~~ our products and EV services. In case of any disruptions in our supply chain, we may need to commit to ~~charging~~increased ~~stations~~purchases and provide longer lead times to secure critical components, which ~~would~~could ~~adversely~~increase ~~affect~~inventory ~~our~~obsolescence ~~financial results~~risk.

~~Although~~Changes ~~energy costs for EVs are generally lower than for similar conventional vehicles, purchase prices can be significantly higher. Prices are likely~~ to ~~equalize with conventional vehicles, as production volumes increase and battery technologies continue to mature. Also, initial costs can be offset by~~ fuel ~~cost~~economy ~~savings,~~standards ~~federal tax~~may ~~credits, and state and utility incentives. The federal Clean Vehicle Tax Credits are available are available to consumers, fleets,~~negatively ~~businesses,~~impact ~~and~~the ~~tax-exempt~~EV ~~entities~~market ~~investing in new, used,~~ and ~~commercial~~thus ~~clean~~the ~~vehicles~~demand ~~including~~for ~~all-electric~~our ~~vehicles,~~products ~~plug-in hybrid electric vehicles, fuel cell EVs~~ and ~~EV charging infrastructure~~services. ~~Some states and electric utilities also offer incentives.~~

25As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs and other alternative vehicles has been increasing. If fuel efficiency of non-electric vehicles continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. This may impose additional obstacles to the purchase of EVs or the development of a more ubiquitous EV market. Finally, the current litigation between the state of California and the National Highway Transit Safety Administration could impact California’s ability to set fuel economy standards that encourage the adoption of EVs and are followed by many other states. If any of the above causes or contributes to consumers or businesses to no longer purchase EVs or purchase them at a lower rate, it would materially and adversely affect our business, operating results, financial condition and prospects.

The ~~U.S. federal government, foreign governments and some state and local governments provide incentives to end users and purchasers of EVs and~~ EV ~~charging~~market ~~stations~~currently inbenefits from the ~~form~~ availability of rebates, tax credits, and other financial incentives, ~~such~~from ~~as payments for regulatory credits. The EV market relies on these governmental rebates~~governments, ~~tax~~ ~~credits,~~utilities and ~~other~~others ~~financial incentives~~ to ~~lower~~offset the ~~effective~~purchase ~~price~~or operating cost of EVs and EV charging stations ~~to customers~~. ~~However,~~The ~~these incentives may expire on a particular date~~reduction, ~~end when the allocated funding is exhausted~~modification, or beelimination ~~reduced or terminated as a matter~~ of ~~regulatory or~~such ~~legislative~~benefits ~~policy.~~could ~~For~~cause ~~example,~~reduced ondemand ~~August 16, 2022, President Biden signed the Inflation Reduction Act, which includes thousands of dollars in tax credits and rebates~~ for ~~consumers who buy electric vehicles, install solar panels or make other energy-efficient upgrades~~EVs and EV tocharging ~~their homes. However~~stations, ~~makers~~which ofwould ~~EV’s~~adversely ~~may~~affect ~~well~~our ~~increase~~financial ~~their prices for such vehicles by an equal amount, thereby removing any benefit that a prospective customer may have been eligible to receive~~results.

WeAlthough ~~also~~energy ~~derive~~costs ~~other~~for ~~revenue~~EVs ~~from~~are ~~regulatory~~generally ~~credits.~~lower Ifthan ~~government~~for ~~support~~similar ofconventional ~~these credits declines~~vehicles, ~~our~~purchase ~~ability~~prices tocan ~~generate this other revenue in the future would~~ be ~~adversely~~significantly ~~affected~~higher. ~~The~~ ~~availability~~Prices ofare ~~such~~likely ~~credits~~to ~~may~~equalize ~~decline~~with ~~even~~conventional ~~with~~vehicles, as ~~general~~production ~~governmental~~volumes ~~support~~increase ofand ~~the~~battery ~~transition~~technologies continue to ~~EV infrastructure~~mature. ~~For example~~Also, in ~~September 2020,~~initial ~~California~~costs ~~Governor~~can ~~Gavin~~be ~~Newsom~~offset ~~issued~~by ~~Executive~~fuel ~~Order~~cost ~~N-79-20 (the “EO”)~~savings, ~~announcing a target~~federal ~~for~~tax ~~all~~credits, ~~in-~~and state ~~sales~~ ~~of new passenger cars~~ and ~~trucks~~utility ~~to be zero-emission by 2035~~incentives. OnThe ~~August~~federal ~~25,~~Clean ~~2022,~~Vehicle ~~the~~Tax ~~California~~Credits ~~Air Resources~~are ~~Board~~available ~~issued~~are ~~the~~available ~~Advanced~~to ~~Clean~~consumers, ~~Cars II~~fleets, businesses, aand ~~rule that establishes a year~~tax-~~by-year~~exempt ~~roadmap~~entities soinvesting ~~that~~in ~~by 2035 100% of~~ new, ~~cars~~used, and ~~light~~ ~~trucks~~commercial ~~sold~~clean invehicles ~~California~~including ~~will be zero~~all-~~emission~~electric vehicles, ~~including~~ plug-in hybrid electric vehicles., ~~The~~fuel ~~regulation~~cell ~~codifies~~EVs ~~the light-duty~~and ~~vehicle goals set out in the EO. While the EO calls for the support of~~ EV ~~infrastructure,~~charging ~~the form of this support is unclear~~infrastructure. If ~~California~~Some orstates ~~other~~and ~~jurisdictions~~electric ~~choose~~utilities toalso ~~adopt~~offer ~~regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, our revenue from these credits would be adversely impacted~~incentives.

InThe ~~addition,~~U.S. ~~the~~federal ~~California~~government, ~~Energy~~foreign ~~Commission~~governments ~~Clean~~and ~~Transportation~~some ~~Program~~state ~~provides~~and ~~grants~~local governments provide incentives to ~~light-duty~~end ~~local~~users ~~government~~and purchasers of EVs and ~~tribal~~EV ~~government~~charging ~~fleets~~stations ~~for~~in the ~~purchase,~~form ~~installation~~of rebates, tax credits, and ~~maintenance~~other offinancial ~~Level~~incentives, 2such ~~and~~as ~~DCFC.~~payments ~~Applicants~~for ~~may~~regulatory ~~receive~~credits. upThe toEV ~~$12,500~~market ~~per~~relies ~~Level~~on 2these ~~port~~governmental rebates, tax credits, and upother financial incentives to ~~$100,000~~lower ~~per~~the DCeffective ~~fast~~price of EVs and EV charging ~~port~~stations to customers. However, these ~~Eligible~~incentives ~~projects~~may ~~must~~expire ~~install~~on a ~~minimum~~particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of ~~100~~regulatory or ~~charging~~legislative ~~ports~~policy. ~~Applicants~~For ~~must~~example, beon August 16, 2022, President Biden signed the Inflation Reduction Act, which includes thousands of dollars in ~~California~~tax credits and ~~provide~~rebates afor ~~cost~~consumers ~~share~~who ofbuy atelectric ~~least~~vehicles, install solar panels or make other energy-efficient upgrades ~~30%~~to their homes. However, makers of EV’s may well increase their prices for ~~limited~~such ~~segments~~vehicles by an equal amount, thereby removing any benefit that a prospective customer may have been eligible to receive.

Taxpayers who purchase an eligible vehicle may qualify for a tax credit of up to $7,500 for qualified new vehicles and up to $4,000 for qualified pre-owned vehicles. Eligibility for the clean vehicle tax credit is based on a number of requirements for new and pre-owned vehicles including income and vehicle requirements.18

We also derive other revenue from regulatory credits. If government support of these credits declines, our ability to generate this other revenue in the future would be adversely affected. The ~~size~~availability ~~and~~of ~~composition~~such credits may decline even with general governmental support of the ~~national~~transition ~~public~~to EV infrastructure. For example, ~~charging~~in ~~network~~September 2020, ~~will~~California ~~ultimately~~Governor ~~depend~~Gavin onNewsom ~~evolving~~issued ~~consumer~~Executive ~~behavior~~Order N-79-20 (the “EO”), announcing a target for all in-state sales of new passenger cars and ~~will~~trucks ~~vary~~to be zero-emission by ~~community~~2035. On August 25, 2022, the California Air Resources Board issued the Advanced Clean Cars II, a rule that establishes a year-by-year roadmap so that by 2035 100% of new cars and light trucks sold in California will be zero-emission vehicles, including plug-in hybrid electric vehicles. The regulation codifies the light-duty vehicle goals set out in the EO. While the EO calls for the support of EV infrastructure, the form of this support is unclear. If California or other jurisdictions choose to adopt regulatory mandates instead of establishing or continuing green energy credit regimes for EV infrastructure, our revenue from these credits would be adversely impacted.

~~While~~In ~~growth~~addition, inthe ~~all~~California ~~types~~Energy ofCommission Clean ~~charging~~Transportation isProgram ~~necessary, the~~provides ~~eventual~~grants ~~size~~to light-duty local government and ~~composition~~tribal ofgovernment fleets for the ~~national~~purchase, ~~public~~installation, and ~~charging~~maintenance ~~network~~of ~~will~~Level ~~ultimately~~2 ~~depend~~and onDCFC. ~~the~~Applicants ~~national~~may ~~rate~~receive ofup EVto ~~adoption~~$12, EV500 ~~preferences~~per ~~across~~Level ~~urban,~~2 ~~suburban,~~port and ~~rural~~up ~~locations~~to $100,000 ~~access~~per toDC fast charging port. Eligible projects must install a minimum of 100 charging ports. Applicants must be in California and provide a cost share of at least 30% for limited segments.

~~residential/overnight~~Taxpayers ~~charging,~~who ~~and~~purchase ~~individual charging~~an ~~preferences.~~eligible ~~The~~vehicle ~~size~~may qualify ~~(as~~for ~~measured~~a bytax ~~number~~credit of ~~ports) of the national public charging network could vary by~~ up to ~~50% (excluding privately accessible infrastructure) by varying the share of plug-in hybrids~~$7,500 ~~driver~~for ~~charging~~qualified ~~etiquette,~~new vehicles and ~~access~~up to ~~private workplace charging. Additionally~~$4,000 ~~the~~for ~~national~~qualified ~~network~~pre-owned ~~is expected to vary dramatically by community~~vehicles. ~~For~~Eligibility ~~example, densely populated areas will~~for ~~require~~the ~~significant~~clean ~~investments~~vehicle totax ~~support~~credit ~~those~~is ~~without~~based ~~residential~~on ~~access~~a ~~and~~number ~~ride-hailing~~of ~~electrification,~~requirements ~~while~~for ~~more~~new ~~rural~~and ~~areas are expected to require fast charging along highways to support long~~pre-~~distance~~owned ~~travel~~vehicles ~~for~~including ~~those~~income ~~passing~~and ~~through~~vehicle requirements.

~~Continued~~The ~~investments~~size inand ~~U.S.~~composition ~~charging~~of ~~infrastructure are~~the ~~necessary. A cumulative~~ national ~~capital investment of $53–$127 billion7 in~~ public charging ~~infrastructure~~network iswill ~~needed~~ultimately bydepend ~~2030~~on ~~(including private~~evolving ~~residential~~consumer ~~charging)~~behavior toand ~~support~~will 33vary ~~million~~by ~~PEVs~~community. ~~The large range~~

ofWhile ~~potential~~growth ~~capital~~in ~~costs~~all ~~found~~types inof ~~this~~charging ~~study~~ is anecessary, the ~~result~~eventual size and composition of ~~variable~~the ~~and~~national ~~evolving~~public ~~equipment~~charging ~~and~~network ~~installation~~will ~~costs~~ultimately ~~observed~~depend ~~within~~on the ~~industry~~national ~~across~~rate ~~charging~~of ~~networks,~~EV ~~locations~~adoption, ~~and~~EV ~~site~~preferences ~~designs.~~across ~~The~~urban, ~~estimated~~suburban, ~~cumulative~~and ~~capital~~rural ~~investment~~locations, ~~includes:~~access to

·residential/overnight ~~$22–$72~~charging, ~~billion~~and ~~for~~individual charging preferences. The size (as measured by number of ports) of the national public charging network could vary by up to 50% (excluding privately accessible ~~Level~~infrastructure) 1by varying the share of plug-in hybrids, driver charging etiquette, and ~~Level~~access 2to private workplace charging. ~~ports~~Additionally, the national network is expected to vary dramatically by community. For example, densely populated areas will require significant investments to support those without residential access and ride-hailing electrification, while more rural areas are expected to require fast charging along highways to support long-distance travel for those passing through.

·Continued investments in U.S. charging infrastructure are necessary. A cumulative national capital investment of $2753–$44127 billion ~~for~~in ~~publicly~~charging ~~accessible~~infrastructure ~~fast~~is needed by 2030 (including private residential charging) ~~ports~~to support 33 million PEVs. The large range of potential capital costs found in this study is a result of variable and evolving equipment and installation costs observed within the industry across charging networks, locations, and site designs. The estimated cumulative capital investment includes:

· $522–$1172 billion for ~~publicly~~privately accessible Level 1 and Level 2 charging ports.

As· ~~mentioned~~$27–$44 ~~earlier,~~billion ~~the~~for ~~lack~~publicly ofaccessible ~~substantial investment~~fast bycharging federal and state entities in energy generation, grid upgrades, and energy distribution networks will significantly hinder the adoption of electric vehicles. Consequently, this will impede our ability to achieve our growth objectives.ports

~~Our~~· ~~revenue~~$5–$11 ~~growth~~billion ~~ultimately~~for ~~depends~~publicly onaccessible ~~consumers’ willingness~~Level to2 ~~adopt~~charging ~~electric vehicles in a market that is still in its early stages~~ports.

~~Our~~As ~~growth~~mentioned ~~is highly dependent upon the adoption by consumers of EVs~~earlier, ~~and we are subject to~~ the ~~risk~~lack of ~~reduced demand for EVs. If the market for EVs does not gain broader market acceptance~~substantial orinvestment ~~develops~~by ~~slower~~federal ~~than we expect, our business, prospects, financial condition~~ and ~~operating~~state ~~results~~entities ~~will~~in beenergy ~~harmed. The market for alternative fuel vehicles is relatively new~~generation, ~~rapidly~~grid ~~evolving~~upgrades, ~~characterized~~and byenergy ~~rapidly~~distribution ~~changing~~networks ~~technologies,~~will ~~price~~significantly ~~competition, additional competitors,~~hinder ~~evolving~~the ~~government~~adoption ~~regulation~~of ~~and~~electric ~~industry~~vehicles. ~~standards~~Consequently, ~~frequent~~this ~~new~~will ~~vehicle~~impede ~~announcements,~~our ~~long~~ability ~~development~~to ~~cycles~~achieve ~~for~~our EVgrowth ~~original equipment manufacturers, and changing consumer demands and behaviors~~objectives.

26Our revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles in a market that is still in its early stages.

WeOur ~~are~~growth inis a highly ~~competitive~~dependent EVupon ~~charging~~the adoption ~~services~~by ~~industry~~consumers of EVs, and ~~there~~we ~~can~~are besubject noto ~~assurance~~the ~~that~~risk of reduced demand for EVs. If the market for EVs does not gain broader market acceptance or develops slower than we expect, our business, prospects, financial condition and operating results will be ~~able~~harmed. toThe ~~compete~~market ~~with~~for ~~many~~alternative fuel ofvehicles ~~our~~is ~~competitors~~relatively ~~which~~new, ~~are~~rapidly ~~larger~~evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and ~~have~~industry standards, frequent new vehicle announcements, long development cycles for EV original equipment ~~greater~~manufacturers, ~~financial~~and ~~resources~~changing consumer demands and behaviors.

We ~~face~~are ~~strong~~in ~~competition~~a ~~from~~highly ~~competitors~~competitive ~~in the~~ EV charging services industry, ~~including competitors who could duplicate our model. Many of these competitors may have substantially greater financial, marketing~~ and ~~development resources and other capabilities than us. In addition,~~ there ~~are very few barriers to entry into the market for our services. There~~ can be no assurance, ~~therefore,~~ that ~~any~~we ofwill ~~our~~be ~~current~~able ~~and~~to ~~future~~compete ~~competitors,~~with many of ~~whom~~our ~~may have~~competitors ~~far~~which ~~greater resources, will not independently develop services that~~ are ~~substantially~~larger ~~equivalent~~and ~~or superior to our services. Therefore,~~have angreater ~~investment~~financial ~~in our company is very risky and speculative due to the competitive environment in which we may operate~~resources.

~~Our~~We ~~competitors~~face ~~may~~strong becompetition ~~able~~from tocompetitors ~~provide customers~~in ~~with~~the ~~different~~EV orcharging ~~greater~~services ~~capabilities~~industry, orincluding ~~benefits~~competitors ~~than~~who wecould ~~can~~duplicate ~~provide~~our inmodel. ~~areas~~Many ~~such~~of asthese ~~technical~~competitors ~~qualifications,~~may ~~past~~have ~~contract~~substantially greater ~~performance~~financial, ~~geographic~~ ~~presence~~marketing and ~~driver~~development ~~price~~resources and other capabilities than us. ~~Further~~In addition, ~~many~~there ofare very few barriers to entry into the market for our ~~competitors~~services. ~~may~~There can be ~~able~~no toassurance, ~~utilize~~therefore, ~~substantially~~that ~~greater~~any ~~resources~~of our current and ~~economies of~~future ~~scale~~competitors, tomany ~~develop~~of ~~competing~~whom may ~~products~~have ~~and~~far ~~technologies~~greater resources, ~~divert~~will ~~sales~~not ~~away~~independently ~~from~~develop usservices bythat ~~winning~~are ~~broader~~substantially ~~contracts~~equivalent or ~~hire~~superior ~~away~~to our ~~employees~~services. byTherefore, ~~offering~~an ~~more~~investment ~~lucrative~~in ~~compensation~~our ~~packages~~company is very risky and speculative due to the competitive environment in which we may operate.

Our business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as we expand the scope of such services with other parties.19

WeOur docompetitors ~~not~~may ~~typically~~be ~~install charging~~able ~~stations~~to atprovide ~~customer sites. These installations are often performed by our partners or electrical contractors with an existing~~customers ~~relationship~~ with ~~the~~different ~~customer and/~~or ~~knowledge~~greater ofcapabilities ~~the~~or ~~site.~~benefits ~~The~~than ~~installation~~we ofcan ~~charging~~provide ~~stations at a particular site is generally subject to oversight and regulation~~ in ~~accordance~~areas ~~with~~such ~~state~~as ~~and~~technical ~~local laws and ordinances relating to building codes~~qualifications, ~~safety,~~past ~~environmental~~contract ~~protection~~performance, ~~and~~geographic ~~related~~presence ~~matters,~~ and ~~frequently~~driver ~~requires various local and other governmental approvals and permits that may vary by jurisdiction~~price. In ~~addition~~Further, ~~building~~many ~~codes,~~of ~~accessibility~~our ~~requirements~~competitors ~~or regulations~~ may ~~hinder~~be EVable ~~charger~~to ~~installation~~utilize ~~because~~substantially ~~they~~greater ~~end~~resources upand ~~costing~~economies ~~the~~of ~~developer~~scale ~~or installer more in order~~ to ~~meet~~develop ~~the~~competing ~~code~~products ~~requirements.~~and ~~Meaningful~~technologies, ~~delays~~divert orsales ~~cost~~away ~~overruns~~from ~~may~~us ~~impact~~by ~~our~~winning ~~recognition of~~broader ~~revenue~~contracts ~~in certain cases and/~~or ~~impact~~hire ~~customer~~away ~~relationships,~~our ~~either~~employees by ofoffering ~~which~~more ~~could~~lucrative ~~impact~~compensation ~~our business and profitability~~packages.

~~Further,~~Our webusiness ~~may~~is ~~install~~subject ~~charging stations at customer sites or manage contractors, primarily as part of offering customers a turnkey solution. Working with contractors may require us~~ to ~~obtain~~risks ~~licenses~~associated ~~or require us or our customers to comply~~ with ~~additional rules~~construction, ~~working~~cost ~~conditions~~overruns and ~~other union requirements~~delays, ~~which~~ ~~can add costs~~ and ~~complexity~~other tocontingencies anthat ~~installation~~may ~~project.~~arise Inin ~~addition,~~the ifcourse ~~these~~of ~~contractors~~completing ~~are unable to provide timely~~installations, ~~thorough~~ and ~~quality~~such ~~installation-related~~risks ~~services,~~may ~~customers~~increase ~~could~~in ~~fall~~the ~~behind~~future ~~their~~as ~~construction~~we ~~schedules leading~~expand tothe ~~liability~~scope orof ~~cause~~such ~~customers~~services ~~to become dissatisfied~~ with ~~the~~other ~~solutions we offer, and our overall reputation would be harmed~~parties.

IfWe wedo ~~fail~~not totypically ~~offer~~install ~~high-quality~~charging ~~support~~stations toat customer sites. These installations are often performed by our partners or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging ~~station~~stations ~~owners~~at a particular site is generally subject to oversight and ~~drivers~~regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and frequently requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact our ~~business~~recognition of revenue in certain cases and/or ~~reputation~~impact ~~will~~customer ~~suffer~~relationships, either of which could impact our business and profitability.

~~Once~~Further, awe ~~customer~~may ~~has installed~~install ~~our~~ charging stations ~~and~~at ~~subscribed~~customer tosites ~~our~~or ~~services~~manage contractors, ~~station~~primarily ~~owners~~as ~~and~~part ~~drivers~~of ~~will~~offering ~~rely~~customers ona usturnkey tosolution. ~~provide~~Working ~~support~~with ~~services~~contractors may torequire ~~resolve any~~us ~~issues~~to ~~that~~obtain ~~might~~licenses ~~arise~~or inrequire ~~the~~us ~~future.~~or ~~Rapid~~our ~~and~~customers ~~high-quality~~to ~~customer~~comply ~~support~~with isadditional ~~important~~rules, soworking ~~station~~conditions ~~owners~~and ~~can~~other ~~provide~~union ~~charging~~requirements, ~~services~~which ~~and~~can ~~drivers~~add ~~can~~costs ~~receive~~and ~~reliable~~complexity ~~charging~~to ~~for~~an ~~their~~installation ~~EVs~~project. ~~The~~In ~~importance~~addition, ofif ~~high-quality~~these ~~customer~~contractors ~~support~~are ~~will~~unable ~~increase as we seek~~ to ~~expand~~provide ~~our~~timely, ~~business~~ thorough and ~~pursue~~quality ~~new~~installation-related services, customers ~~and~~could ~~geographies.~~fall Ifbehind wetheir doconstruction ~~not quickly resolve issues and provide effective support,~~schedules ~~our~~leading ~~ability~~ to ~~retain~~liability ~~customers~~ or ~~sell~~cause ~~additional~~customers ~~products~~to ~~and~~become ~~services~~dissatisfied towith ~~existing~~the ~~customers~~solutions ~~could~~we ~~suffer~~offer, and our ~~brand~~overall ~~and~~ reputation ~~could~~ would be harmed.

WeIf ~~rely~~we onfail ~~charging~~to offer ~~station~~high-quality ~~manufacturing~~support ~~and~~to ~~other~~charging ~~partners,~~station owners and adrivers, ~~loss~~our ofbusiness ~~any~~and ~~such~~reputation ~~partner~~will ~~or interruption in the partner’s production could have a material adverse effect on our business~~suffer.

IfOnce ~~we experience~~ a ~~significant~~customer ~~increase~~has ~~in demand~~installed ~~for~~ our charging stations and ~~services,~~subscribed ~~or if we need~~ to ~~replace~~our ~~an existing supplier~~services, itstation ~~may~~owners ~~not~~and bedrivers ~~possible~~will torely ~~supplement or replace them~~ on ~~acceptable~~us ~~terms,~~to ~~which~~provide ~~may~~support ~~undermine~~services ~~our ability~~ to ~~deliver~~resolve any ~~products~~issues tothat ~~customers~~might arise in athe ~~timely manner~~future. ~~For~~Rapid ~~example,~~and ithigh-quality ~~may~~customer ~~take a~~support ~~significant~~is ~~amount~~important ofso ~~time~~station toowners ~~identify~~can aprovide ~~manufacturer~~charging services ~~that has the capability~~ and ~~resources~~drivers tocan ~~build~~receive reliable charging ~~stations~~for intheir ~~sufficient volume~~EVs. ~~Identifying~~The ~~suitable~~importance ~~suppliers~~of ~~and~~high-quality ~~manufacturers~~customer ~~could~~support bewill anincrease ~~extensive~~as ~~process~~we seek ~~that requires us~~ to ~~become~~expand ~~satisfied~~our ~~with~~business ~~their quality~~and ~~control,~~pursue ~~technical~~new ~~capabilities,~~customers ~~responsiveness~~ and ~~service,~~geographies. ~~financial~~If ~~stability,~~we ~~regulatory~~do ~~compliance,~~not ~~and~~quickly ~~labor~~resolve issues and ~~other~~provide ~~ethical practices.~~effective ~~Accordingly~~support, our aability ~~loss~~to ofretain ~~any~~customers ~~significant suppliers~~ or ~~manufacturers,~~sell oradditional anproducts ~~interruption~~and inservices ~~their~~to ~~production,~~existing customers could ~~have~~suffer anand ~~adverse effect on~~ our ~~business,~~brand ~~financial condition~~ and ~~operating~~reputation could ~~results~~be harmed.

27We rely on charging station manufacturing and other partners, and a loss of any such partner or interruption in the partner’s production could have a material adverse effect on our business.

~~Moreover,~~If ~~the~~we ~~bi-directional EV~~experience ~~charging station~~a ~~market~~significant asincrease ain ~~whole~~demand for isour ~~relatively~~charging ~~new~~stations and ~~charging~~services, ~~station~~or ~~manufacturers~~if ~~are~~we ~~even~~need ~~more~~to ~~limited~~replace ~~and~~an ~~requirements~~existing ~~are~~supplier, ~~evolving.~~it ~~Though we~~may ~~work~~not ~~with~~be ~~multiple~~possible ~~vendors,~~to itsupplement isor ~~likely~~replace them ~~that~~on atacceptable ~~the~~terms, ~~time~~which amay ~~new~~undermine ~~product~~our isability ~~launched,~~to ~~and~~deliver ~~new~~products ~~requirements~~to ~~are~~customers ~~rolled~~in ~~out~~a timely manner. For example, weit may ~~rely~~take on a ~~single~~significant ~~vendor.~~amount ~~Certifications~~of ~~might~~time ~~also~~to beidentify ~~delayed,~~a asmanufacturer ~~tests~~that ~~are~~has ~~not~~the ~~always~~capability ~~available~~and atresources ~~the~~to ~~time~~build ofcharging ~~commercial~~stations ~~launch.~~in ~~Certain~~sufficient ofvolume. ~~these~~Identifying ~~requirements~~suitable ~~might~~suppliers atand ~~times~~manufacturers ~~apply~~could be an extensive process that requires us to ~~technology~~become ~~inside~~satisfied ~~the~~with ~~vehicles~~their quality control, intechnical ~~which~~capabilities, ~~case~~responsiveness ~~such~~and ~~risks~~service, ~~could~~financial ~~also~~stability, beregulatory ~~pushed~~compliance, onand ~~the~~labor ~~vehicle~~and other ethical ~~OEMs~~practices. ToAccordingly, ~~the~~a ~~extent~~loss weof ~~rely~~any onsignificant asuppliers ~~single~~or ~~supplier~~manufacturers, ~~the~~or ~~risks~~an tointerruption usin ~~would~~their beproduction, ~~intensified~~could have an adverse effect on our business, financial condition and operating results.

~~Our~~Moreover, ~~future~~the ~~results~~bi-directional EV charging station market as a whole is relatively new and charging station manufacturers are ~~dependent~~even more limited and requirements are evolving. Though we work with multiple vendors, it is likely that at the time a new product is launched, and new requirements are rolled out, we may rely on ~~our~~a ~~ability~~single vendor. Certifications might also be delayed, as tests are not always available at the time of commercial launch. Certain of these requirements might at times apply to ~~establish~~technology inside the vehicles, ~~maintain~~in ~~and~~which ~~expand~~case ~~our~~such ~~manufacturers’~~risks ~~representative~~could ~~OEM~~also ~~relationships~~be ~~and~~pushed ~~our~~on ~~other~~the ~~relationships~~vehicle OEMs. To the extent we rely on a single supplier, the risks to us would be intensified.

~~We market and sell our products through domestic and international OEM relationships and other distribution channels, such as manufacturers’ representatives and distributors.~~ Our future results are dependent on our ability to establish, maintain and expand our ~~relationships with OEMs as well as with~~ manufacturers’ ~~representatives~~ ~~and~~representative ~~distributors~~OEM torelationships ~~sell~~and our ~~products. If, however, the third parties with whom we have entered into such OEM and~~ other ~~arrangements~~ should fail to meet their contractual obligations, cease doing, or reduce the amount of their, business with us or otherwise fail to meet their own performance objectives, customer demand for our products could be adversely affected, which would have an adverse effect on our revenuesrelationships.

We ~~rely~~market onand ~~third-party~~sell ~~vendors~~our ~~and~~products ~~subcontractors~~through domestic ~~for~~and ~~supply~~international ofOEM ~~components~~relationships and other distribution channels, ~~assemblies~~such as manufacturers’ representatives and distributors. Our future results are dependent on our ability to establish, maintain and ~~services~~expand our relationships with OEMs as well as with manufacturers’ representatives and distributors to sell our products. If, ~~therefore~~however, ~~cannot~~the ~~control~~third ~~the~~parties ~~availability~~with orwhom ~~quality~~we ofhave entered into such ~~components~~OEM and other arrangements should fail to meet their contractual obligations, ~~assemblies~~cease doing, ~~and~~ ~~services.~~or ~~Any~~reduce ~~interruptions~~the inamount ~~goods~~of ~~provided~~their, bybusiness ~~these~~with ~~third~~us ~~parties~~or ~~may~~otherwise fail ~~impair~~to meet their own performance objectives, customer demand for our ~~ability~~products tocould ~~support~~be adversely affected, which would have an adverse effect on our ~~customers~~revenues.

We depend on third-party vendors and subcontractors to supply components, assemblies and services used to manufacture our products, some of which are supplied by a single vendor. We have experienced shortages of certain semiconductor and electronic components and delays in service delivery, have incurred additional and unexpected costs to address the shortages and delays, and have experienced our own delays in production and shipping.20

IfWe ~~suppliers~~rely ~~or subcontractors cannot provide their products or services~~ on ~~time~~third-party orvendors ~~to our specifications, we may not be able to meet the demand for our products~~ and ~~our delivery times~~subcontractors ~~may~~for besupply ~~negatively~~of ~~affected.~~components, ~~In addition~~assemblies, ~~we cannot directly control the quality of the products~~ and services ~~provided~~and, ~~by third parties. In order to expand revenue~~therefore, wecannot ~~likely~~control ~~will~~the ~~need~~availability ~~to identify and qualify new suppliers and subcontractors to supplant~~ or ~~replace~~quality ~~existing suppliers~~of ~~and~~such ~~subcontractors~~components, ~~which may be a time-consuming and expensive process. In addition~~assemblies, ~~any qualification of new suppliers may~~ ~~require customers of our products utilizing products~~ and services ~~from new suppliers and service providers to undergo a re-qualification process~~. ~~Such~~Any ~~circumstances~~interruptions ~~likely would lead to disruptions~~ in ~~our~~goods ~~production,~~provided ~~increased~~by ~~manufacturing~~these ~~costs,~~third ~~delays~~parties inmay ~~shipping~~impair to our ~~customers,~~ ~~and/or~~ability ~~increases in prices paid~~ to ~~third~~support ~~parties~~our ~~for products and services~~customers.

We ~~rely~~depend on a third-party ~~partner~~vendors toand ~~provide certain~~subcontractors ~~manufacturing~~to ~~steps~~supply ~~associated~~components, ~~with~~assemblies ~~some~~and ofservices ~~our~~used ~~proprietary processes~~ to ~~support~~manufacture our ~~power~~ products ~~and solutions. This process~~, ~~developed with~~some ~~the~~of ~~third-party~~which ~~partners,~~are ~~involves~~supplied ~~complex printed circuit board assembly, advanced environmental conditioning and accelerated testing performed on equipment developed~~ by usa orsingle ~~the third-party partners~~vendor. AnWe ~~important,~~have experienced ~~differentiating~~shortages ~~benefit~~ of ~~this~~certain ~~proprietary~~semiconductor ~~process is~~and ~~that~~electronic itcomponents ~~does~~and ~~not~~delays ~~generate~~in ~~problematic~~service ~~effluent~~delivery, ~~resulting~~have inincurred anadditional ~~environmentally~~and unexpected ~~safe~~costs ~~approach~~ to ~~our~~address ~~products~~the ~~with~~shortages ~~minimal~~and ~~waste.~~delays, We and have ~~entered~~experienced ~~into~~our ~~agreements~~own ~~with~~delays ain ~~third-party partner for~~ production and ~~transfer of technologies and process know-how, including the purchase of the enabling equipment developed by the third-party partner~~shipping.

ToIf ~~date,~~suppliers weor ~~have~~subcontractors ~~successfully~~cannot ~~relied~~provide their ~~upon~~products ~~this third-party~~or ~~partner~~services toon ~~perform~~time ~~these~~or ~~manufacturing~~to ~~steps~~our specifications, ~~although~~ we ~~have~~may ~~experienced~~not ~~delivery~~be ~~delays~~able ~~associated~~to ~~with~~meet the ~~third-party~~demand for our products and our delivery times ~~partner’s~~may ~~volume~~be ~~constraints~~negatively affected. ~~This~~In ~~experience~~addition, ~~caused~~we uscannot todirectly ~~accelerate~~control ~~our~~the ~~schedule~~quality ~~for~~of ~~establishing~~the ~~our~~products ~~own~~and ~~high-volume~~services ~~capabilities~~provided by third parties. ~~in-house,~~In ~~modifying,~~order into ~~2020~~expand revenue, ~~our~~we ~~construction~~likely ~~plans~~will need to ~~accommodate~~identify aand ~~dedicated,~~qualify ~~on-premises~~new ~~metal~~suppliers ~~surface~~and ~~finishing~~subcontractors ~~facility.~~to Wesupplant ~~expect~~or replace existing tosuppliers ~~rely~~and onsubcontractors, ~~our~~which ~~third-party~~may ~~partner~~be ~~for~~a ~~production~~time-consuming ~~requirements~~and ~~through~~expensive ~~the~~process. ~~installation~~In ~~and~~addition, any qualification ~~for~~of ~~production~~new suppliers may require customers of our products. utilizing products and services from new suppliers and service providers to undergo a re-qualification Weprocess. ~~also~~Such ~~expect~~circumstances likely would lead to ~~rely~~disruptions onin our ~~third-party~~production, ~~partner~~increased manufacturing costs, delays in ~~the~~shipping ~~future~~to our customers, and/or increases in prices paid to third parties for ~~surge~~products ~~capacity~~and ~~requirements~~services.

InWe ~~the~~rely ~~event~~on ~~one~~a ~~of our~~ third-party ~~vendors~~partner ~~experiences a~~to ~~cybersecurity~~provide ~~incident,~~certain manufacturing westeps ~~have~~associated ~~taken~~with ~~steps~~some toof ~~mitigate~~our ~~potential~~proprietary ~~damages~~processes to support our ~~operations~~power byproducts ~~diversifying~~and ~~our~~solutions. ~~sources~~This ofprocess, ~~supply to~~developed ~~such~~with ~~an extent that we have~~ the ~~ability to move production of a product impacted by such cybersecurity incident to an alternative~~ third-party ~~vendor.~~ ~~Due~~partners, toinvolves ~~our~~complex ~~diverse~~printed ~~sources~~circuit ofboard ~~supply~~assembly, weadvanced doenvironmental ~~not~~conditioning ~~believe~~and ~~that~~accelerated ~~cybersecurity incidents at the third-party vendor level of our supply~~testing ~~chain~~performed ~~will have a material impact~~ on ~~our~~equipment ~~business.~~developed ~~However,~~by ifus ~~our~~or the third-party ~~partner~~partners. ~~experiences~~An ~~a cybersecurity incident~~important, ~~our~~differentiating ~~operations related~~benefit ~~to manufacturing associated with some~~ of ~~our~~this proprietary ~~processes~~process is ~~supporting~~that ~~our~~it ~~power~~does ~~products~~not ~~and~~generate ~~solutions~~problematic ~~could be disrupted~~effluent, or ~~otherwise~~resulting ~~negatively~~in ~~affected.~~an Ifenvironmentally wesafe ~~are~~approach ~~unable~~ to ~~procure~~our ~~alternatives~~products inwith aminimal ~~timely~~waste. ~~and~~We have ~~efficient~~entered ~~manner~~into ~~and~~agreements onwith ~~acceptable~~a ~~terms, or at all,~~ third-party ~~supply~~partner ~~unavailability~~for ~~could~~production ~~result~~and intransfer ~~customer~~of ~~dissatisfaction,~~technologies ~~regulatory scrutiny~~ and ~~damage~~process toknow-how, ~~our~~including ~~reputation and~~the ~~brand,~~purchase ~~and~~of ~~other~~the ~~consequences~~enabling ~~that~~equipment ~~could~~developed ~~adversely~~by ~~affect~~the ~~our~~third-party ~~business~~partner.

28To date, we have successfully relied upon this third-party partner to perform these manufacturing steps, although we have experienced delivery delays associated with the third-party partner’s volume constraints. This experience caused us to accelerate our schedule for establishing our own high-volume capabilities in-house, modifying, in 2020, our construction plans to accommodate a dedicated, on-premises metal surface finishing facility. We expect to rely on our third-party partner for production requirements through the installation and qualification for production of our products. We also expect to rely on our third-party partner in the future for surge capacity requirements.

WeIn ~~are~~the ~~dependent~~event onone ~~information~~of ~~technology~~our third-party vendors experiences ina cybersecurity incident, we have taken steps to mitigate potential damages to our operations ~~and~~by diversifying our sources of supply to such an extent that we have the ~~failure~~ability to move production of a product impacted by such ~~technology~~cybersecurity ~~may~~incident ~~adversely~~to ~~affect~~an ~~our~~alternative ~~business~~third-party vendor. ~~Potential~~Due ~~security~~to ~~breaches~~our diverse sources of supply, we do not believe that cybersecurity incidents at the third-party vendor level of our ~~information~~supply ~~technology~~chain ~~systems~~will have a material impact on our business. However, ~~including~~if ~~cyber~~our third-~~attacks~~party partner experiences a cybersecurity incident, our operations related to manufacturing associated with some of our proprietary processes supporting our power products and solutions could ~~lead~~be disrupted, or otherwise negatively affected. If we are unable to ~~liability~~procure alternatives in a timely and efficient manner and on acceptable terms, or at all, third-party supply unavailability could result in customer dissatisfaction, regulatory scrutiny and damage to our reputation and brand, ~~financial~~and ~~results~~other consequences that could adversely affect our business.

Although no assurance can be given that future disruptions will not occur, to date we have not experienced problems with the operations of our current technology systems or the technology systems of third parties on which we rely. In the future, we may experience such problems, as well as with the development and deployment of new information technology systems, which could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Any system’s failures could impede our ability to timely collect and report financial results in accordance with applicable laws.21

~~Information~~We ~~technology~~are ~~system~~dependent ~~and/or~~on ~~network~~information ~~disruptions could~~technology ~~harm~~in ~~the~~our ~~company’s~~ operations~~. Failure to effectively prevent, detect~~ and ~~recover from security breaches, including cyber-attacks, could result in~~ the ~~misuse~~failure of ~~company~~such ~~assets,~~technology ~~unauthorized~~may ~~use~~adversely oraffect ~~publication of~~ our ~~trade secrets and confidential~~ business. ~~information, disruption~~Potential tosecurity ~~the~~breaches ~~company, diversion~~ of ~~management resources, regulatory inquiries, legal claims or proceedings, reputational damage, loss of sales, reduction in value of~~ our ~~investment in research and development, among other costs to the company. Although we have not experienced any attempts to gain unauthorized access to our~~ information technology systems ~~on which we maintain proprietary and confidential information~~, ~~in the future, we may experience such attempts. The risk of a security breach or disruption, particularly through cyber-attacks,~~ ~~or cyber intrusion,~~ including ~~by computer hackers, and~~ cyber ~~terrorists, has generally increased as cyber~~-attacks ~~have become more prevalent and harder to detect and fight against. Additionally~~, ~~outside~~could ~~parties~~lead ~~may attempt~~ to ~~access~~liability ~~our~~or ~~confidential~~could ~~information~~damage ~~through other means, for example by fraudulently inducing~~ our ~~employees~~reputation ~~to disclose confidential information. We actively seek to prevent~~ and ~~detect any~~financial ~~unauthorized access~~results. ~~These threats are also continually evolving and, as a result, might become increasingly difficult to detect.~~

WeAlthough ~~face~~no ~~intense~~assurance ~~industry~~can ~~competition~~be given that future disruptions will not occur, ~~price~~to date we have not experienced problems with the operations of our current technology systems or the technology ~~erosion~~systems of third parties on which we rely. In the future, we may experience such problems, as well as with the development and ~~product~~deployment of ~~obsolescence~~new information technology systems, which could adversely affect, inor ~~turn~~even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Any system’s failures could ~~reduce~~impede our ~~profitability~~ability to timely collect and report financial results in accordance with applicable laws.

WeInformation ~~operate~~technology insystem anand/or ~~industry~~network ~~that~~disruptions could isharm ~~generally~~the ~~characterized by~~company’s ~~intense competition~~operations. WeFailure ~~believe~~to ~~that~~effectively ~~the~~prevent, ~~principal~~detect ~~bases~~and ofrecover ~~competition~~from insecurity ~~our~~breaches, ~~markets~~including ~~are~~cyber-attacks, could ~~breadth~~result in the misuse of ~~product~~company ~~line~~assets, ~~quality~~unauthorized use or publication of ~~products~~our trade secrets and confidential business information, ~~stability,~~disruption ~~reliability~~to ~~and~~the ~~reputation~~company, diversion of ~~the~~management ~~provider~~resources, ~~along~~regulatory ~~with~~inquiries, ~~cost.~~legal ~~Quantity~~claims ~~discounts~~or proceedings, ~~price~~reputational ~~erosion~~damage, loss of sales, reduction in value of our investment in research and ~~rapid~~development, ~~product~~among ~~obsolescence due~~other costs to ~~technological~~the ~~improvements~~company. ~~are~~Although ~~therefore~~we ~~common~~have innot experienced ~~our~~any ~~industry~~attempts asto ~~competitors~~gain ~~strive~~unauthorized access to ~~retain~~our orinformation ~~expand~~technology ~~their~~systems ~~market~~on ~~share.~~which ~~Product obsolescence~~we ~~can~~maintain ~~lead~~proprietary toand ~~increases~~confidential information, in ~~unsaleable~~the ~~inventory~~future, ~~that~~we may ~~need~~experience tosuch beattempts. ~~written~~The ~~off~~risk ~~and~~of a security breach or disruption, ~~therefore~~particularly through cyber-attacks, or ~~could~~cyber ~~reduce~~intrusion, ~~our~~including ~~profitability.~~by computer hackers, and cyber terrorists, has generally increased as cyber-attacks have become more prevalent ~~Similarly~~and harder to detect and fight against. Additionally, ~~price~~outside ~~erosion~~parties ~~can~~may ~~reduce~~attempt to access our ~~profitability~~confidential information through other means, for example by ~~decreasing~~fraudulently inducing our ~~revenues~~employees ~~and~~to ~~our~~disclose ~~gross~~confidential ~~margins~~information. InWe ~~fact,~~actively weseek ~~have~~to ~~seen~~prevent ~~price~~and ~~erosion~~detect ~~over~~any ~~the~~unauthorized ~~last~~access. ~~several~~These ~~years~~threats onare ~~most~~also ofcontinually ~~the~~evolving ~~products we sell~~and, ~~and~~as wea ~~expect~~result, ~~additional~~might ~~price~~become ~~erosion~~increasingly indifficult ~~the~~to ~~future~~detect.

IfWe weface ~~are~~intense ~~unable~~industry tocompetition, ~~satisfy our customers’~~price ~~specific~~erosion and product ~~quality~~obsolescence, ~~certification~~which, orin ~~network requirements~~turn, ~~our business~~ could bereduce ~~disrupted, and~~ our ~~financial condition could be harmed~~profitability.

~~Our~~We ~~customers~~operate ~~demand~~in ~~that~~an ~~our~~industry ~~products~~that ~~meet~~is ~~stringent~~generally characterized ~~quality,~~by ~~performance~~intense ~~and reliability standards~~competition. We ~~have,~~believe ~~from~~that ~~time~~the toprincipal ~~time,~~bases ~~experienced~~of ~~problems~~competition in ~~satisfying~~our ~~such~~markets ~~standards.~~are ~~Defects or~~breadth ~~failures~~of ~~have~~product ~~occurred~~line, inquality ~~the~~of ~~past~~products, stability, reliability and ~~may~~reputation inof the ~~future occur~~provider, ~~relating~~along towith ~~our~~cost. ~~product~~Quantity ~~quality~~discounts, ~~performance~~price erosion, and ~~reliability.~~rapid ~~From~~product obsolescence ~~time~~due to ~~time,~~technological ~~our~~improvements ~~customers~~are ~~also~~therefore ~~require~~common usin ~~to implement specific changes to~~ our ~~products~~industry toas ~~allow~~competitors ~~these~~strive ~~products~~ to ~~operate~~retain ~~within~~or expand their ~~specific~~ ~~network~~market ~~configurations~~share. IfProduct obsolescence wecan ~~are~~lead ~~unable~~ to ~~remedy~~increases ~~these~~in ~~failures~~unsaleable orinventory ~~defects~~that ormay ifneed weto ~~cannot~~be ~~affect~~written ~~such~~off ~~required~~and, ~~product modifications~~therefore, we could ~~experience~~reduce ~~lost~~our ~~revenues~~profitability. Similarly, ~~increased~~price ~~costs,~~erosion ~~including~~can ~~inventory~~reduce ~~write-offs,~~our ~~warranty~~profitability ~~expense~~by decreasing our revenues and ~~costs~~our ~~associated~~gross ~~with~~margins. ~~customer support~~In fact, ~~delays~~we ~~in,~~have orseen ~~cancellations~~price orerosion over ~~rescheduling~~the ~~of,~~last ~~orders~~several oryears ~~shipments~~on ~~and~~most ~~product~~of ~~returns~~the orproducts ~~discounts~~we sell, ~~any~~and ofwe ~~which~~expect ~~would~~additional ~~harm our~~price ~~business~~erosion in the future.

~~Risks~~If ~~Related~~we are unable to ~~Our~~satisfy ~~Relationship~~our ~~with~~customers’ specific ~~Ault~~product quality, certification or network requirements, our business could be disrupted, and our financial condition could be harmed.

AsOur ~~long~~customers asdemand ~~Ault~~that ~~controls~~our usproducts meet stringent quality, ~~your~~performance ~~ability~~and reliability standards. We have, from time to time, experienced problems in satisfying such standards. Defects ~~influence~~or ~~matters~~failures ~~requiring~~have ~~shareholder~~occurred ~~approval~~in ~~will~~the bepast, ~~limited~~and may in the future occur, relating to our product quality, performance and reliability. From time to time, our customers also require us to implement specific changes to our products to allow these products to operate within their specific network configurations. If we are unable to remedy these failures or defects or if we cannot affect such required product modifications, we could experience lost revenues, increased costs, including inventory write-offs, warranty expense and costs associated with customer support, delays in, or cancellations or rescheduling of, orders or shipments and product returns or discounts, any of which would harm our business.

AsRisks ofRelated December 31, 2023, Ault beneficially owns approximately 51 million shares of our common stock and approximately 1.3 billion through its ownership of shares of our Series A Preferred Stock, the Preferred Stock is subject to aOur ~~19.9%~~Relationship ~~beneficial~~with ~~ownership limitation, representing approximately 40% of the combined voting~~Hyperscale power of our outstanding common stock. For so long as Ault beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of outstanding common stock, and potentially even a number of beneficially owned shares that falls short of a majority, Ault will be able to elect all of the members of our board of directors. For so long as any of the shares of Series A Preferred Stock remains issued and outstanding, Ault will have the ability to appoint a majority of our board of directors.

InAs ~~addition,~~long ~~until such time~~ as ~~Ault~~Hyperscale ~~beneficially owns~~controls ~~shares of our common stock representing less than a majority of the votes entitled to be cast by the holders of outstanding common stock~~us, ~~Ault~~your ~~will have the~~ ability to ~~take~~influence ~~shareholder~~matters ~~action~~requiring ~~without the vote of any other~~ shareholder ~~and~~approval ~~without having to call a shareholder meeting, and shareholders~~ will ~~not~~ be ~~able to affect the outcome of any shareholder vote during this period~~limited. ~~As a result, Ault will have the ability to control all matters affecting us, including:~~

•As ~~the~~of ~~composition~~December 31, 2024, Hyperscale beneficially owns approximately 26 million shares of our ~~Board~~common stock and, approximately 33.5 million through its ownership of shares of our ~~Board~~Series A Preferred Stock, ~~any~~the ~~determination~~Preferred ~~with~~Stock ~~respect~~is subject to a 19.9% beneficial ownership limitation, representing approximately 17% of the combined voting power of our ~~business~~outstanding ~~plans~~common stock. For so long as Hyperscale beneficially owns shares of our common stock representing at least a majority of the votes entitled to be cast by the holders of outstanding common stock, and ~~policies;~~potentially even a number of beneficially owned shares that falls short of a majority, Hyperscale will be able to elect all of the members of our board of directors. For so long as any of the shares of Series A Preferred Stock remains issued and outstanding, Hyperscale will have the ability to appoint a majority of our board of directors.

•In ~~any~~addition, ~~determinations~~until ~~with~~such ~~respect~~time as Hyperscale beneficially owns shares of our common stock representing less than a majority of the votes entitled to ~~mergers~~be cast by the holders of outstanding common stock, ~~acquisitions~~Hyperscale ~~and~~will have the ability to take shareholder action without the vote of any other ~~business~~shareholder ~~combinations;~~and without having to call a shareholder meeting, and shareholders will not be able to affect the outcome of any shareholder vote during this period. As a result, Hyperscale will have the ability to control all matters affecting us, including:

29• the composition of our Board and, through our Board, any determination with respect to our business plans and policies;

~~• our acquisition or disposition of assets;~~22

• ~~our~~any ~~financing~~determinations ~~activities~~with respect to mergers, acquisitions and other business combinations;

• ~~changes~~our toacquisition ~~our~~or ~~articles~~disposition of ~~incorporation and bylaws~~assets;

• ~~corporate~~our ~~opportunities~~financing ~~that may be suitable for us and Ault~~activities;

• ~~determinations~~changes ~~with respect~~ to ~~enforcement~~our articles of ~~rights~~incorporation weand ~~may have against third parties, including with respect to intellectual property rights~~bylaws;

• ~~the~~corporate ~~payment~~opportunities ofthat ~~dividends~~may onbe ~~our~~suitable ~~common~~for ~~stock~~us and Hyperscale;

• ~~the~~determinations ~~number~~with respect to enforcement of ~~shares~~rights ~~available~~we ~~for~~may ~~issuance~~have ~~under~~against ~~our~~third ~~stock~~parties, ~~plan~~including ~~for~~with ~~our~~respect ~~prospective~~to ~~and~~intellectual ~~existing~~property ~~employees~~rights; ~~and~~

• the ~~strategy,~~payment ~~direction~~of ~~and~~dividends ~~objectives~~on of our ~~business.~~common stock;

It• ~~should be noted that Ault may not require beneficial ownership amounting to an outright majority to control or very strongly influence any of~~ the ~~above~~number ~~matters, in part because many shareholders would not attend, whether in person or not, any~~ of ~~our~~shares ~~shareholder~~available ~~meetings(s).~~for Ifissuance ~~Ault~~under ~~does not provide any requisite consent allowing us to conduct such activities when requested, we will not be able to conduct such activities and, as a result,~~ our business and our operating results may be harmed. Ault’s voting control and its additional rights described above may discourage transactions involving a change of control of us, including transactions in which you as a holder of our common stock ~~might~~plan ~~otherwise receive a premium~~ for ~~your shares over the then-current market price. Ault is not prohibited from selling a controlling interest in us to a third party and may do so without your or~~ our ~~approval~~prospective and ~~without~~existing ~~providing~~employees; for a purchase of your shares of common stock. Accordingly, your shares of common stock may be worth less than they would be if Ault did not maintain voting control over us or have the additional rights described above.and

~~Ault’s~~• ~~interests~~the ~~and objectives as a shareholder may not align with~~strategy, ordirection ~~may even directly conflict with, your interests~~ and objectives as a shareholder. For example, Ault may be more or less interested in us entering into a transaction or conducting an activity due to the impact such transaction or activity may have on Ault as a company, independent of us. In such instances, Ault may exercise its control over us in a way that is beneficial to Ault, and you will not be able to affect the outcome so long as Ault continues to hold a majority of the outstanding shares entitled to vote. Even if Ault were to reduce its ownership below a majority of the aggregate voting power of the common stock, it could still retain effective control of our ~~company provided that it maintained a significant number of our outstanding common stock~~business.

InIt ~~the~~should ~~event~~be ~~Ault~~noted isthat ~~acquired~~Hyperscale ormay ~~otherwise~~not ~~undergoes~~require abeneficial ~~change~~ownership ofamounting to an outright majority to control, or very strongly influence any ~~acquirer~~of the above matters, in part because many shareholders would not attend, whether in person or ~~successor~~not, any of our shareholder meetings(s). If Hyperscale does not provide any requisite consent allowing us to conduct such activities when requested, we will not be ~~entitled~~able to ~~exercise~~conduct ~~the~~such activities and, as a result, our business and our operating results may be harmed. Hyperscale’s voting control and ~~contractual~~its additional rights described above may discourage transactions involving a change of ~~Ault~~control of us, including transactions in which you as a holder of our common stock might otherwise receive a premium for your shares over the then-current market price. Hyperscale is not prohibited from selling a controlling interest in us to a third party and may do so inwithout your or our approval and without providing for a ~~manner~~purchase ~~that~~of ~~could~~your ~~vary~~shares ~~significantly~~of ~~from~~common ~~what~~stock. Accordingly, ~~Ault~~your shares of common stock may be worth less than they would ~~have~~be ~~done~~if orHyperscale did not ~~done~~maintain voting control over us or have the additional rights described above.

~~Our~~Hyperscale’s ~~historical~~interests ~~financial~~and ~~information~~objectives as a shareholder may not align with, or may even directly conflict with, your interests and objectives as a ~~subsidiary~~shareholder. For example, Hyperscale may be more or less interested in us entering into a transaction or conducting an activity due to the impact such transaction or activity may have on Hyperscale as a company, independent of ~~Ault~~us. In such instances, Hyperscale may exercise its control over us in a way that is beneficial to Hyperscale, and you will not be ~~representative~~able ofto ~~our~~affect ~~results~~the outcome so long as anHyperscale ~~independent~~continues ~~public~~to ~~company~~hold a majority of the outstanding shares entitled to vote. Even if Hyperscale were to reduce its ownership below a majority of the aggregate voting power of the common stock, it could still retain effective control of our company provided that it maintained a significant number of our outstanding common stock.

~~The~~In ~~historical~~the ~~financial~~event ~~information~~Hyperscale weis ~~have included~~acquired ~~in this Annual Report does not necessarily reflect what our financial position, results of operations~~ or ~~cash flows would have~~otherwise ~~been~~undergoes ~~had~~a wechange been an independent entity during the historical periods presented. The historical costs and expenses reflected in our consolidated financial statements include an allocation for certain corporate functions historically provided by Ault, including tax, accounting, treasury, legal, human resources, compliance, insurance, sales and marketing services. The historical financial information is not necessarily indicative of ~~what our results of operations~~control, ~~financial~~any ~~position,~~acquirer ~~cash flows~~ or ~~costs~~successor ~~and expenses~~ will be inentitled ~~the future. We have not made pro forma adjustments~~ to ~~reflect~~exercise ~~many~~the ~~significant~~voting ~~changes~~control ~~that will occur in our cost structure, funding~~ and ~~operations~~contractual asrights ~~a result~~ of ~~our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced~~Hyperscale ~~economies of scale~~ and ~~increased~~may ~~costs~~do ~~associated~~so ~~with~~in ~~being~~ a ~~publicly~~manner ~~traded,~~that ~~stand-alone~~could ~~company.~~vary ~~For~~significantly ~~additional~~from ~~information,~~what ~~see “Management’s~~Hyperscale ~~Discussion~~would ~~and~~have ~~Analysis~~done ofor ~~Financial~~not ~~Condition and Results of Operations” and our historical consolidated financial statements and notes thereto~~done.

30Our historical financial information as a subsidiary of Hyperscale may not be representative of our results as an independent public company.

~~Risks~~The ~~Relating~~historical tofinancial information we have included in this Annual Report does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been an independent entity during the ~~Distribution~~historical periods presented. The historical costs and ~~Ownership~~expenses reflected in our consolidated financial statements include an allocation for certain corporate functions historically provided by Hyperscale, including tax, accounting, treasury, legal, human resources, compliance, insurance, sales and marketing services. The historical financial information is not necessarily indicative of ~~Our~~what ~~Common~~our ~~stock~~results of operations, financial position, cash flows or costs and expenses will be in the future. We have not made pro forma adjustments to reflect many significant changes that will occur in our cost structure, funding and operations as a result of our transition to becoming a public company, including changes in our employee base, potential increased costs associated with reduced economies of scale and increased costs associated with being a publicly traded, stand-alone company. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and notes thereto.

~~We may not achieve the benefits expected from the Distribution and may be more susceptible to adverse events.~~23

WeRisks ~~expect~~Relating ~~that, as a company independent from Ault, we will be able~~ to ~~grow~~the ~~organically~~Distribution and ~~through acquisitions. Nonetheless, we may not be able to achieve any of these benefits.~~Ownership ~~Further, by separating from Ault, there is a risk that we may be more susceptible to adverse events than we would have otherwise experienced as a subsidiary~~ of ~~Ault.~~Our AsCommon a subsidiary of Ault, we enjoyed certain benefits, including economies of scope and scale in costs, employees and business relationships. These benefits may not be as readily achievable as a smaller, stand-alone company.stock

~~There~~We ismay anot ~~limited~~achieve ~~public~~the ~~market~~benefits ~~for~~expected ~~our common~~from ~~stock,~~the Distribution and ~~there~~ may be amore ~~large~~susceptible ~~number~~to ofadverse ~~sales after the Distribution~~events.

~~Although~~We ~~our~~expect ~~common~~that, ~~stock~~as ~~has~~a ~~been~~company ~~publicly~~independent ~~traded~~from ~~since 2007~~Hyperscale, ~~due~~we towill ~~the~~be ~~relatively~~able ~~few~~to ~~number~~grow oforganically ~~shares~~and ~~held~~through inacquisitions. ~~the~~Nonetheless, ~~“public~~we ~~float,”~~may ~~the~~not ~~relatively~~be ~~few~~able ~~number~~to achieve any of ~~shareholders~~these benefits. ~~and~~Further, ~~the~~by ~~infrequency~~separating offrom ~~trading~~Hyperscale, there is ~~currently~~a ~~only~~risk athat ~~limited~~we ~~trading~~may ~~market~~be ~~for~~more ~~our~~susceptible ~~common~~to ~~stock~~adverse ~~and~~events ~~there~~than ~~can~~we bewould nohave ~~assurance~~otherwise experienced as to ~~the~~a ~~extent~~subsidiary of ~~the~~Hyperscale. ~~trading~~As ~~market~~a ~~that~~subsidiary ~~will~~of ~~develop~~Hyperscale, ~~following~~we ~~the~~enjoyed ~~Distribution~~certain benefits, including economies of scope and scale in costs, employees and business relationships. These benefits may not be as readily achievable as a smaller, stand-alone company.

~~Immediately~~There ~~after the Distribution, it~~ is ~~possible that there may be~~ a ~~larger~~limited ~~number~~public ofmarket ~~sellers~~for ~~than purchasers of~~ our common stock, asand ~~new~~there ~~shareholders~~ may ~~not~~ be ~~interested~~a inlarge ~~owning an~~number ~~interest in our company attempt to sell their shares~~ of ~~our~~sales ~~common~~after ~~stock. If such a situation exists,~~ the ~~price of our common stock would likely be adversely affected~~Distribution.

AnAlthough ~~active,~~our ~~liquid~~common ~~trading~~stock ~~market~~has ~~for~~been ~~our~~publicly ~~common~~traded ~~stock~~since ~~does~~2007, ~~not~~due ~~currently~~to ~~exist~~the ~~and~~relatively ~~may~~few ~~not~~number ~~develop~~of ~~after~~shares ~~this~~held ~~report~~in the “public float,” the relatively few number of shareholders and asthe ainfrequency ~~result~~of trading, ~~you~~there ~~may~~is ~~not~~currently beonly ~~able~~a tolimited ~~sell~~trading ~~your~~market for our common stock atand there can be no assurance as orto ~~above~~the extent of the ~~public~~trading ~~offering~~market ~~price,~~that orwill atdevelop ~~all~~following the Distribution.

AImmediately ~~relatively~~after ~~inactive~~the ~~trading~~Distribution, ~~market~~it ~~exists~~is ~~for~~possible that there may be a larger number of sellers than purchasers of our common stock, onas ~~the~~new ~~Pink~~shareholders ~~Open~~may ~~Market~~not ~~(Current~~be ~~Information).~~interested Noin ~~assurance~~owning an ~~can~~interest bein ~~given~~our ascompany attempt to sell their shares of our common stock. If such a situation exists, the ~~following:~~price of our common stock would likely be adversely affected.

•An ~~that~~active, weliquid ~~will~~trading bemarket ~~successful~~for ~~in causing~~ our common stock todoes ~~become~~not ~~listed~~currently onexist ~~the~~and ~~OTCQB~~may ~~Market~~not ordevelop after this report, inand ~~the~~as ~~future~~a result, ~~any~~you ~~national~~may ~~securities~~not ~~exchange~~be ~~such~~able asto ~~The~~sell ~~Nasdaq~~your ~~Capital~~common ~~Market~~stock at or ~~NYSE~~above ~~American;~~the public offering price, or at all.

•A ~~the~~relatively ~~likelihood~~inactive ~~that~~trading amarket ~~more~~exists ~~active~~for our ~~trading~~common ~~market~~stock ~~for~~on ~~shares~~the ofPink ~~our~~Open ~~common~~Market ~~stock~~(Current ~~will~~Information). ~~develop~~No orassurance can be ~~sustained;~~given as to the following:

• that we will be successful in causing our common stock to become listed on the ~~liquidity~~OTCQB ofMarket or, in the future, any national securities exchange such ~~market~~as The Nasdaq Capital Market or NYSE American;

• the ~~ability~~likelihood ofthat ~~our~~a ~~shareholders~~more toactive ~~sell~~trading ~~their~~market for shares of our common stock; will develop or be sustained;

• the ~~price~~liquidity ~~that our shareholders may obtain for their shares~~ of ~~common~~any ~~stock.~~such market;

If• ~~an active market does not develop for our common stock or is not maintained,~~ the ~~market~~ability ~~price~~ of our ~~common~~shareholders ~~stock may decline and you may not be able~~ to sell ~~your~~their shares. ~~The market price~~ of ~~our~~ common stock; may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.or

~~The~~• the price ofthat our ~~common~~shareholders ~~stock~~ may ~~have~~obtain ~~little or~~for notheir ~~relationship~~shares ~~to the historical bid prices~~ of ~~our~~ common stock ~~on the Pink Open Market (Current Information)~~.

~~There~~If ~~has~~an ~~been~~active nomarket ~~public~~does ~~market~~not develop for our ~~capital~~common stock ~~other~~or ~~than~~is onnot ~~the~~maintained, ~~Pink Open Market (Current Information). Given~~ the ~~limited~~market ~~history~~price of ~~sales~~our ~~and~~common ~~the~~stock ~~lack~~may ofdecline ~~publicly available information about our business, financing~~ and ~~financial~~you ~~results~~may ~~available,~~not ~~among~~be ~~other~~able ~~factors,~~to ~~this~~sell ~~information~~your ~~may~~shares. ~~have~~The ~~little~~market ~~or no~~price ~~relation~~of toour ~~broader~~common ~~market~~stock ~~demand~~may ~~for~~be ~~our~~highly ~~common~~volatile ~~stock~~ and ~~thus~~subject ~~the~~to ~~price~~wide offluctuations. ~~our~~Our ~~common~~financial ~~stock.~~performance, Asgovernment aregulatory ~~result~~action, tax ~~you~~laws, ~~should~~interest ~~not~~rates ~~rely~~and onmarket ~~these historical~~conditions ~~sales~~in ~~prices~~general ascould ~~they~~have ~~may~~a ~~differ~~significant ~~materially~~impact ~~from~~on ~~subsequent~~the ~~prices~~future market price of our common stock ~~following the Distribution~~.

~~Future~~The ~~sales,~~price orof ~~the~~our ~~perception~~common ofstock ~~future~~may ~~sales,~~have little ofor ano ~~substantial~~relationship ~~amount~~to ofthe ~~our~~historical ~~shares~~bid prices of our common stock ~~could~~on ~~depress~~ the ~~trading~~Pink ~~price~~Open ofMarket ~~our~~(Current ~~common stock~~Information).

IfThere wehas orbeen ~~our~~no ~~shareholders~~public ~~sell~~market ~~substantial~~for ~~amounts of~~ our ~~shares~~capital stock ofother ~~common~~than ~~stock~~on in the ~~public~~Pink ~~market~~Open ~~following~~Market ~~the~~(Current ~~Distribution~~Information). orGiven if the ~~market~~limited ~~perceives~~history ~~that~~of ~~these~~ sales ~~could~~and ~~occur,~~ the ~~market~~lack ~~price~~ of ~~shares~~publicly ofavailable information about our ~~common~~business, ~~stock~~financing ~~could~~and ~~decline.~~financial ~~These~~results ~~sales~~available, ~~may~~among ~~make~~other itfactors, ~~more~~this ~~difficult~~information ~~for~~may ushave tolittle ~~sell equity~~ or ~~equity-linked~~no ~~securities~~relation into ~~the~~broader ~~future~~market atdemand afor ~~time~~our common stock and thus the price ~~that~~of weour ~~deem~~common ~~appropriate~~stock. As a result, oryou toshould ~~use~~not ~~equity~~rely on these historical sales prices as ~~consideration~~they ~~for~~may ~~future~~differ ~~acquisitions~~materially from subsequent prices of our common stock following the Distribution.

AsFuture ofsales, or the ~~date~~perception of ~~this~~future ~~filing~~sales, ~~we have 2,000,000,000~~ ~~shares~~ of ~~common~~a ~~stock~~substantial ~~and~~amount ~~50,000,000 shares~~ of ~~“blank~~our ~~check” preferred stock authorized. As of April 10, 2024, we had 183,943,622~~ shares of common stock ~~outstanding.~~could Ofdepress ~~these~~the ~~shares,~~trading ~~145,824,904~~price ~~shares~~ of ~~common~~our ~~stock are currently held by unaffiliated shareholders. However, these figures do not take into account issuances of~~ common stock that we may make between now and the Distribution Date, including those subject to conversion of Ault’s preferred stock, nor does it account for any other shares that may be issued, including but not limited to such shares awarded under a management incentive plan that we intend to establish before the Distribution.

31If we or our shareholders sell substantial amounts of our shares of common stock in the public market following the Distribution or if the market perceives that these sales could occur, the market price of shares of our common stock could decline. These sales may make it more difficult for us to sell equity or equity-linked securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions.

~~The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.~~24

~~Our~~As ~~articles~~ of ~~incorporation~~the ~~give~~date ~~our board~~ of ~~directors~~ ~~the~~this ~~right~~filing, towe ~~create~~have ~~new~~2,000,000,000 ~~series~~ shares of ~~preferred~~common stock. Asand ~~a result~~50,000,000 ~~the~~shares ~~board~~ of ~~directors~~“blank ~~may,~~check” ~~without shareholder approval, issue~~ preferred stock ~~with~~authorized. ~~voting,~~As ~~dividend,~~of ~~conversion~~April 22, ~~liquidation~~2025, orwe ~~other~~had ~~rights which could adversely affect the voting power and equity~~183,983,122 ~~interest~~shares of ~~the holders of~~ common stock outstanding. ~~Preferred~~Of ~~stock~~these shares, ~~which~~170,808,311 ~~could~~shares beof ~~issued~~common ~~with~~stock ~~the~~are ~~right~~currently toheld ~~more~~by ~~than~~unaffiliated ~~one~~shareholders. However, ~~vote~~these ~~per~~figures ~~share,~~do ~~could be~~not ~~utilized~~take asinto aaccount ~~method~~issuances of ~~discouraging,~~common ~~delaying,~~stock orthat ~~preventing~~we amay ~~change~~make ofbetween ~~control.~~now ~~The~~and ~~possible~~the ~~impact~~Distribution onDate, ~~takeover attempts could adversely~~including ~~affect~~those ~~the~~subject ~~price~~to conversion of ~~our~~Hyperscale’s ~~common~~preferred stock., ~~Although~~nor wedoes ~~have~~it noaccount ~~present~~for ~~intention~~any toother ~~issue~~shares ~~any~~that ~~shares~~may ofbe ~~preferred~~issued, ~~stock~~including but innot ~~addition~~limited to ~~those issued~~such toshares ~~Ault~~awarded inunder ~~the~~a ~~Acquisition,~~management weincentive ~~may~~plan ~~issue~~that ~~such~~we ~~shares~~intend into establish before the ~~future~~Distribution.

~~Because~~The werights doof ~~not~~the ~~intend~~holders toof ~~pay dividends on our~~ common stock, ~~you~~may ~~must~~be ~~rely~~impaired onby ~~stock~~the ~~appreciation~~potential ~~for~~issuance ~~any~~of ~~return~~preferred ~~on your investment~~stock.

WeOur ~~presently~~articles ~~intend~~of toincorporation ~~retain~~give ~~any~~our ~~future~~board ~~earnings~~of ~~and~~directors dothe ~~not~~right ~~expect~~ to ~~pay~~create ~~any~~new ~~dividends~~series inof ~~the~~preferred ~~foreseeable future~~stock. As a result, ~~you~~the ~~must~~board ~~rely~~of ondirectors may, without shareholder approval, issue preferred stock ~~appreciation~~with ~~and~~voting, adividend, ~~liquid~~conversion, ~~trading market~~liquidation, ~~for~~or ~~any~~other ~~return~~rights onwhich ~~your~~could ~~investment.~~adversely Ifaffect anthe ~~active~~voting power and ~~liquid~~equity interest ~~trading~~of ~~market~~the ~~does~~holders ~~not~~of ~~develop~~common stock. Preferred stock, ~~you~~which ~~may~~could be ~~unable~~issued with the right to ~~sell~~more ~~your~~than ~~shares~~one vote per share, could be utilized as a method of discouraging, delaying, or preventing a change of control. The possible impact on takeover attempts could adversely affect the price of our common stock. atAlthough ~~the~~we ~~time~~have ~~you~~no ~~would~~present ~~like~~intention to ~~sell~~issue any shares of preferred stock in addition to those issued to Hyperscale in the Acquisition, we may issue such shares in the future.

~~Anti-takeover~~Because ~~provisions~~we indo ~~our~~not ~~charter~~intend ~~documents could~~to ~~discourage,~~pay ~~delay~~dividends oron ~~prevent~~our acommon ~~change~~stock, inyou must ~~control~~rely ofon ~~our~~stock ~~company~~appreciation ~~and~~for ~~may~~any ~~affect~~return ~~the~~on ~~trading~~your ~~price of our common stock~~investment.

~~Our~~We ~~corporate~~presently ~~documents~~intend ~~and~~to ~~Nevada~~retain ~~law~~any ~~contain~~future earnings ~~provisions~~and ~~that~~do ~~may~~not ~~enable~~expect ~~our board of directors~~ to ~~resist~~pay aany ~~change~~dividends in ~~control~~the offoreseeable ~~our~~future. ~~company~~As ~~even if~~ a ~~change~~result, ~~in control were to be considered favorable by~~ you ~~and~~must ~~other~~rely ~~shareholders.~~on ~~These provisions authorize the issuance of “blank check” preferred~~ stock ~~that~~ ~~could~~appreciation beand ~~issued by our board of directors to help defend against~~ a ~~takeover~~liquid ~~attempt. Further, Nevada law prohibits large shareholders,~~trading inmarket ~~particular~~for ~~those~~any ~~owning~~return ~~10%~~on oryour ~~more~~investment. ofIf ~~our~~an ~~outstanding~~active ~~voting stock, from merging or consolidating with us except under certain circumstances. These provisions~~ and ~~other~~liquid ~~provisions~~trading ~~under~~market ~~Nevada~~does ~~law~~not ~~could discourage~~develop, ~~delay~~you ormay ~~prevent~~be aunable ~~transaction~~to ~~involving~~sell ayour ~~change in control~~shares of ~~our~~common ~~company.~~stock ~~These~~at ~~provisions~~the ~~could~~time ~~also discourage proxy contests and make it more difficult for~~ you ~~and~~would ~~other~~like ~~shareholders~~ to ~~elect directors of your choosing and cause us to take other corporate actions you desire~~sell.

~~The~~Anti-takeover ~~regulation~~provisions ofin ~~penny~~our ~~stocks~~charter bydocuments could ~~the~~discourage, ~~SEC~~delay ~~and~~or ~~FINRA~~prevent ~~may~~a ~~have~~change ~~an effect~~in oncontrol of our company and may affect the ~~tradability~~trading price of our ~~securities~~common stock.

Our ~~shares~~corporate documents and Nevada law contain provisions that may enable our board of ~~common~~directors ~~stock~~to ~~are~~resist ~~currently~~a ~~quoted on~~change ~~the~~in ~~Pink~~control ~~Open~~of ~~Market~~our ~~(Current~~company ~~Information).~~even ~~Our~~if ~~common~~a ~~stock~~change isin ~~subject~~control were to abe considered ~~Securities~~favorable by you and ~~Exchange~~other ~~Commission~~shareholders. ~~rule~~These ~~that~~provisions ~~imposes~~authorize ~~special~~the issuance of “blank check” preferred stock ~~sales~~that ~~practice~~could ~~requirements~~be ~~upon~~issued ~~broker-dealers~~by ~~who~~our ~~sell~~board ~~such~~of ~~securities~~directors to ~~persons~~help ~~other~~defend ~~than~~against ~~established~~a ~~customers~~takeover orattempt. ~~accredited~~Further, ~~investors. For~~Nevada ~~purposes~~law ofprohibits ~~the~~large ~~rule~~shareholders, in ~~the~~particular ~~phrase~~those ~~“accredited~~owning ~~investors”~~10% ~~means,~~or inmore ~~general~~of ~~terms~~our outstanding voting stock, ~~institutions~~from merging or consolidating with ~~assets~~us inexcept ~~excess~~under ofcertain circumstances. $5These provisions and other provisions under Nevada law could discourage,~~000,000,~~ delay or ~~individuals~~prevent ~~having~~ a ~~net~~transaction ~~worth~~involving ina ~~excess~~change in control of ~~$1,000,000~~our orcompany. ~~having~~These anprovisions ~~annual~~could ~~income~~also ~~that~~discourage ~~exceeds~~proxy ~~$200,000~~contests and make it more difficult for ~~the~~you ~~past~~and ~~two~~other shareholders to elect ~~years~~directors ~~(or~~of ~~that,~~your ~~when~~choosing ~~combined~~and ~~with~~cause aus ~~spouse’s~~to ~~income,~~take ~~exceeds~~other ~~$300,000)~~corporate actions you desire.

~~For~~The ~~transactions~~regulation ~~covered~~of bypenny ~~the~~stocks ~~rule,~~by the ~~broker-dealer must~~SEC ~~make a special suitability determination for the purchaser~~ and ~~receive~~FINRA ~~the~~may ~~purchaser’s~~have ~~written agreement to the transaction~~an ~~prior~~effect toon the ~~sale.~~tradability ~~Consequently, the rule may affect the ability~~ of ~~broker-dealers to sell~~ our securities ~~and also may affect the ability of sellers to sell their securities in any market that might therefore develop~~.

InOur ~~addition,~~shares ~~the~~of ~~Securities~~common ~~and~~stock ~~Exchange~~are ~~Commission~~currently quoted ~~has~~on ~~adopted~~the aPink ~~number~~Open ofMarket ~~rules~~(Current toInformation). ~~regulate~~Our ~~“penny~~common ~~stocks.”~~stock ~~Such~~is ~~rules~~subject ~~include~~to ~~Rules~~a ~~3a51-1,~~Securities ~~15g-1,~~and ~~15g-2,~~Exchange ~~15g-3,~~Commission ~~15g-4,~~rule ~~15g-5,~~that imposes special ~~15g-6,~~sales ~~15g-7,~~practice ~~and~~requirements ~~15g~~upon broker-9dealers ~~under~~who ~~the~~sell ~~Exchange~~such ~~Act.~~securities ~~Because~~to ~~our~~persons ~~securities~~other ~~constitute~~than ~~“penny~~established ~~stocks”~~customers ~~within~~or ~~the~~accredited ~~meaning~~investors. For purposes of the ~~rules~~ rule, the ~~rules~~phrase ~~would~~“accredited ~~apply~~investors” tomeans, usin ~~and~~general toterms, ~~our~~institutions ~~securities.~~with ~~The~~assets ~~rules~~in ~~may~~excess ~~further~~of $5,000,000, ~~affect~~or ~~the~~individuals ~~ability~~having ofa ~~owners~~net ofworth ~~our~~in ~~common~~excess ~~stock~~of to$1,000,000 ~~sell our~~or ~~securities~~having inan ~~any~~annual ~~market~~income that ~~might~~exceeds ~~develop~~$200,000 for ~~them~~the past two years (or that, when combined with a spouse’s income, exceeds $300,000).

~~Shareholders~~For ~~should~~transactions becovered ~~aware~~by ~~that, according to~~ the ~~Securities and Exchange Commission~~rule, the ~~market for penny stocks has suffered in recent years from patterns of fraud and abuse.~~broker-dealer ~~Such~~must ~~patterns~~make ~~include~~a ~~(i) control~~special ofsuitability ~~the~~determination ~~market~~ for the ~~security~~purchaser byand ~~one~~receive orthe apurchaser’s ~~few~~written ~~broker-dealers~~agreement ~~that are often related~~ to the ~~promoter~~transaction orprior ~~issuer;~~to (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the ~~wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses~~sale. ~~Our~~ ~~management~~Consequently, ~~is aware of~~ the ~~abuses~~rule ~~that~~may ~~have~~affect ~~occurred historically in~~ the ~~penny~~ability ~~stock market. Although we do not expect to be in a position to dictate the behavior~~ of ~~the market or of~~ broker-dealers ~~who~~to ~~participate~~sell inour ~~the~~securities ~~market,~~and ~~management~~also ~~will~~may ~~strive~~affect ~~within~~ the ~~confines~~ability of ~~practical~~sellers ~~limitations~~ to ~~prevent~~sell ~~the~~their ~~described~~securities ~~patterns~~in ~~from~~any ~~being~~market ~~established~~that ~~with~~might ~~respect~~therefore ~~to our securities~~develop.

32In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of our common stock to sell our securities in any market that might develop for them.

~~The~~Shareholders ~~shares~~should ofbe ~~our~~aware ~~common~~that, ~~stock~~according ~~may be thinly traded~~to on the ~~Pink~~Securities ~~Open~~and ~~Market~~Exchange Commission, ~~meaning~~the ~~that~~market ~~the~~for ~~number~~penny ofstocks ~~persons~~has ~~interested~~suffered in ~~purchasing~~recent years ~~our~~from ~~shares~~patterns of ~~common~~fraud ~~stock~~and atabuse. Such orpatterns ~~near~~include ~~ask~~(i) control ~~prices at~~of ~~any~~the ~~given~~market ~~time~~for ~~may~~the besecurity ~~relatively~~by ~~small~~one or ~~non~~a few broker-~~existent.~~dealers ~~This~~that ~~situation~~are isoften ~~attributable~~related to ~~a number of factors, including~~ the ~~fact that~~promoter weor ~~are~~issuer; a(ii) manipulation ~~small~~of ~~company~~prices ~~which~~through isprearranged ~~relatively~~matching ~~unknown~~of topurchases ~~stock~~and ~~analysts,~~sales ~~stock~~and ~~brokers,~~false ~~institutional investors~~ and ~~others~~misleading inpress ~~the investment~~releases; ~~community~~(iii) “boiler ~~that~~room” ~~generate~~practices orinvolving ~~influence~~high-pressure sales ~~volume,~~tactics and ~~that~~unrealistic ~~even~~price ifprojections weby ~~came~~inexperienced sales topersons; ~~the~~(iv) excessive ~~attention~~and ofundisclosed ~~such~~bid-ask ~~persons,~~differentials ~~they~~and ~~tend~~markups toby beselling ~~risk~~broker-~~averse~~ dealers; and ~~would~~(v) the bewholesale dumping ~~reluctant~~of tothe ~~follow~~same ansecurities ~~unproven,~~by ~~early~~promoters ~~stage~~and ~~company~~broker-dealers ~~such~~after asprices ~~ours~~have orbeen ~~purchase~~manipulated orto ~~recommend~~a ~~the~~desired ~~purchase~~consequent ofinvestor ~~our shares of~~losses. ~~common~~Our ~~stock~~management ~~until~~is ~~such~~aware ~~time~~of asthe weabuses ~~became~~that ~~more~~have ~~seasoned~~occurred ~~and~~historically ~~viable.~~in Asthe apenny ~~consequence,~~stock ~~there~~market. ~~may~~Although bewe ~~periods~~do ofnot ~~several~~expect ~~days~~to orbe ~~more~~in ~~when~~a ~~trading~~position ~~activity~~to indictate ~~our~~the ~~shares~~behavior of ~~common~~the ~~stock~~market ~~is minimal~~ or ~~non~~of broker-~~existent,~~dealers aswho ~~compared~~participate toin athe ~~seasoned~~market, ~~issuer~~management ~~which~~will ~~has~~strive awithin ~~large~~the ~~and steady~~confines ~~volume~~ of ~~trading~~practical ~~activity~~limitations ~~that~~to ~~will~~prevent ~~generally~~the ~~support~~described ~~continuous~~patterns ~~sales~~from ~~without~~being anestablished ~~adverse~~with ~~effect~~respect onto ~~the price of~~ our ~~common stock~~securities.

~~If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our common stock could decline.~~25

The ~~trading~~shares ~~market~~of ~~for~~ our common stock ~~will~~may ~~rely in~~be ~~part~~thinly traded on the ~~research~~Pink Open ~~and~~Market, ~~reports~~meaning that ~~industry~~the ornumber ~~financial~~of ~~analysts~~persons ~~publish~~interested ~~about~~in uspurchasing or our ~~business.~~shares Weof docommon ~~not~~stock ~~currently~~at ~~have~~or ~~and may~~near ~~never~~ask ~~obtain~~prices ~~research~~at ~~coverage~~any bygiven time ~~industry~~may orbe ~~financial~~relatively ~~analysts~~small or non-existent. IfThis nosituation oris ~~few~~attributable ~~analysts~~to ~~commence~~a ~~coverage~~number of usfactors, including the ~~trading~~fact ~~price~~that we are a ofsmall ~~our~~company ~~common~~which is relatively unknown to stock ~~could~~analysts, ~~decrease.~~stock ~~Even~~brokers, ifinstitutional weinvestors doand ~~obtain~~others ~~analyst~~in ~~coverage~~the investment community that generate or influence sales volume, and that even if ~~one~~we orcame ~~more~~to the attention of ~~the~~such ~~analysts~~persons, ~~covering~~they ~~our~~tend ~~business~~to ~~downgrade~~be risk-averse and would ~~their~~be ~~evaluations~~reluctant ofto ~~our~~follow ~~stock~~an unproven, early stage company such as ours or purchase or recommend the ~~price~~purchase of our shares of common stock until ~~could~~such ~~decline.~~time Ifas ~~one~~we orbecame more ofseasoned ~~these~~and ~~analysts~~viable. ~~cease~~As toa ~~cover~~consequence, ~~our~~there ~~stock, we~~may ~~could~~be ~~lose~~periods ~~visibility~~of inseveral ~~the~~days ~~market~~or ~~for~~more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which inhas ~~turn~~a ~~could~~large ~~cause~~and ~~our~~steady ~~stock~~volume of trading activity that will generally support continuous sales without an adverse effect on the price toof ~~decline~~our common stock.

~~Our~~If ~~charter~~securities ~~provides~~analysts ~~for~~do ~~limitations~~not ofpublish ~~director~~research ~~liability~~or ~~and~~reports ~~indemnification~~about our business or if they publish negative evaluations of ~~directors~~our stock, ~~officers~~the ~~and~~price ~~employees~~of our common stock could decline.

~~Our~~The ~~articles~~trading ofmarket ~~incorporation~~for ~~limit~~our ~~the~~common ~~liability~~stock will rely ofin ~~directors~~part toon the ~~maximum~~research ~~extent~~and ~~permitted~~reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by ~~Nevada~~industry ~~law~~or financial analysts. ~~Nevada~~If ~~law~~no ~~provides~~or ~~that~~few ~~directors~~analysts ofcommence acoverage ~~corporation~~of ~~will~~us, ~~not~~the betrading ~~personally~~price ~~liable~~of ~~for~~our ~~monetary~~common ~~damages~~stock ~~for~~could ~~breach~~decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their ~~fiduciary~~evaluations ~~duties~~of asour ~~directors~~stock, ~~except~~the ~~for~~price ~~liability~~of our common stock could decline. If one or more of these analysts cease to cover our stock, we could lose visibility in the market for ~~any:~~our common stock, which in turn could cause our stock price to decline.

•Our ~~breach~~charter ofprovides ~~their~~for ~~duty~~limitations of ~~loyalty~~director liability toand usindemnification orof ~~our~~directors, ~~shareholders;~~officers and employees.

•Our ~~act~~articles orof ~~omission~~incorporation ~~not~~limit inthe ~~good~~liability of ~~faith~~directors orto ~~that~~the ~~involves~~maximum ~~intentional~~extent ~~misconduct~~permitted orby Nevada law. Nevada law provides that directors of a ~~knowing~~corporation ~~violation~~will not be personally liable for monetary damages for breach of ~~law;~~their fiduciary duties as directors, except for liability for any:

• ~~unlawful~~breach ~~payments~~ of ~~dividends~~their orduty ~~unlawful~~of ~~stock~~loyalty ~~repurchases,~~to us or ~~redemptions~~our ~~as provided in the Nevada Revised Statutes~~shareholders; or

• ~~transaction~~act ~~from~~or ~~which~~omission ~~the~~not ~~directors~~in ~~derived~~good anfaith ~~improper~~or ~~personal~~that ~~benefit.~~involves intentional misconduct or a knowing violation of law;

~~These~~• ~~limitations~~unlawful payments of ~~liability~~dividends door ~~not~~unlawful ~~apply~~stock ~~to liabilities~~repurchases, ~~arising under the federal~~ or ~~state~~redemptions ~~securities~~as ~~laws~~provided ~~and~~in ~~do not affect~~ the ~~availability~~Nevada ofRevised ~~equitable~~Statutes; ~~remedies such as injunctive relief~~ or ~~rescission.~~

~~Our~~• ~~bylaws~~transaction ~~provide~~from ~~that~~which wethe ~~will indemnify our~~ directors, ~~officers~~derived ~~and~~an ~~employees~~improper topersonal ~~the fullest extent permitted by law~~benefit. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.

~~The~~These ~~limitation~~limitations of liability indo ~~our~~not ~~articles~~apply ofto ~~incorporation~~liabilities ~~and~~arising ~~bylaws~~under ~~may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce~~ the ~~likelihood~~federal ofor ~~derivative~~state ~~litigation~~securities ~~against~~laws ~~directors~~ and ~~officers,~~do ~~even~~not ~~though~~affect anthe ~~action,~~availability ~~if successful, might provide a benefit to us and our shareholders. Our results~~ of ~~operations~~equitable ~~and~~remedies ~~financial~~such ~~condition~~as ~~may be harmed to the extent we pay the costs of~~injunctive ~~settlement~~relief ~~and~~or ~~damage awards against directors and officers pursuant to these indemnification provisions~~rescission.

~~General~~Our ~~Risk~~bylaws ~~Factors~~provide that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. We believe that these provisions are necessary to attract and retain qualified persons as directors and officers.

IfThe welimitation ~~fail~~of toliability ~~establish~~in our articles of incorporation and ~~maintain~~bylaws anmay ~~effective system~~discourage ofshareholders ~~internal~~from ~~control~~bringing ~~over~~a ~~financial~~lawsuit ~~reporting,~~against wedirectors for breach of their fiduciary duties. They may ~~not~~also bereduce ~~able~~the tolikelihood ~~report~~of ~~our~~derivative ~~financial~~litigation ~~results~~against ~~accurately~~directors orand ~~prevent~~officers, ~~fraud.~~even ~~Any~~though an action, if successful, might provide ~~inability~~a benefit to ~~report~~us and ~~file~~ our ~~financial~~shareholders. Our results ~~accurately~~of operations and ~~timely~~financial ~~could~~condition ~~harm~~may ~~our~~be ~~reputation~~harmed ~~and~~to ~~adversely~~the ~~impact~~extent we pay the ~~trading~~costs ~~price~~ of settlement ~~our~~and ~~common~~damage ~~stock.~~awards against directors and officers pursuant to these indemnification provisions.

~~Effective~~General ~~internal~~Risk control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.Factors

33If we fail to establish and maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

AEffective ~~material~~internal ~~weakness~~control over financial reporting is anecessary ~~deficiency,~~for orus ato ~~combination of~~provide ~~deficiencies~~reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, ~~within~~we ~~the~~may ~~meaning~~not ofbe ~~Public~~able ~~Company~~to ~~Accounting~~manage ~~Oversight~~our ~~Board~~business ~~(“PCAOB”)~~as ~~Audit~~effectively ~~Standard~~as Nowe would if an effective control environment existed, and our business and reputation with investors may be harmed. 5As a result, inour small size and any current internal control ~~over~~deficiencies may adversely affect our financial ~~reporting~~condition, ~~such~~results ~~that~~of ~~there~~operations isand aaccess ~~reasonable~~to ~~possibility~~capital. ~~that~~We ahave ~~material~~carried ~~misstatement~~out ofan ~~our~~evaluation ~~annual~~under orthe ~~interim~~supervision ~~financial~~and with ~~statements~~the ~~will~~participation ~~not~~of beour ~~prevented~~management, orincluding ~~detected~~our onprincipal aexecutive ~~timely~~officer ~~basis.~~and ~~Management~~principal ~~has~~financial ~~identified~~officer, of the ~~following~~effectiveness ~~material~~of the ~~weaknesses~~design ~~which~~and ~~have caused~~operation ~~management~~of toour ~~conclude~~disclosure ~~that~~controls and procedures as of ~~December~~the ~~31,~~end ~~2023~~of the most recent period covered by this report. Based on the foregoing, our ~~internal~~principal ~~control~~executive ~~over~~officer and principal financial ~~reporting~~officer ~~(“ICFR”)~~concluded ~~was~~that ~~not~~our disclosure controls and procedures were not effective at the reasonable assurance level: due to the material weaknesses described below.

· We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The company's primary user access controls to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively.26

·A ~~The~~material ~~insufficient~~weakness ~~resources~~is ina ~~our~~deficiency, ~~accounting~~or a ~~function~~combination ~~also~~of ~~resulted~~deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in ainternal ~~deficiency~~control over ~~design~~financial ~~and~~reporting, ~~implementation~~such that there is a reasonable possibility that a material misstatement of ~~effective~~our ~~revenue~~annual or ~~recognition~~interim ~~policies,~~financial ~~procedures~~statements ~~and~~will ~~controls~~not ~~with~~be ~~respect~~prevented toor detected on a timely basis. Management has identified the ~~identification,~~following ~~timing~~material weaknesses ~~and~~which ~~treatment~~have caused management to conclude that as of ~~various~~December ~~new~~31, ~~contracts~~2024, ~~with~~our ~~customers.~~internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level:

· ~~Management~~We ~~also~~do ~~concluded~~not ~~that~~have ~~there~~sufficient ~~was~~resources ain ~~deficiency~~our inaccounting ~~internal~~function, ~~controls~~which ~~over~~restricts our ability to gather, analyze and properly review information related to financial reporting, ~~relating~~including fair value estimates, in a timely manner. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the ~~accounting~~extent ~~treatment~~possible, ~~for~~the ~~complex~~initiation ~~financial~~of ~~instruments~~transactions, ~~which~~the ~~resulted~~custody inof assets and the ~~failure~~recording of transactions should be performed by separate individuals. The company's primary user access controls to ~~properly~~ensure ~~account~~appropriate ~~for~~authorization ~~such~~and ~~instruments,~~segregation ~~specifically~~of ~~with~~duties ~~respect~~that would adequately restrict user and privileged access to the ~~classification~~financially relevant systems and ~~proper~~data ~~accounting~~to ~~treatment~~appropriate ofpersonnel ~~preferred~~were ~~shares~~not designed and/or implemented effectively.

· WeThe ~~did~~insufficient ~~not~~resources ~~design~~in ~~and~~our ~~maintain~~accounting ~~effective~~function ~~controls~~also ~~associated~~resulted ~~with related party transactions and disclosures. The controls~~ in ~~place~~a ~~were~~deficiency ~~not~~over ~~designed~~design atand aimplementation ~~sufficient level~~ of ~~precision~~effective orrevenue ~~rigor~~recognition topolicies, ~~effectively~~procedures ~~prepare~~ and ~~review~~controls ~~the~~with ~~financial~~respect ~~records in such manner as~~ to ~~identify and properly disclose~~ the ~~nature~~identification, timing and ~~financial~~treatment ~~data~~ of ~~all~~various ~~our~~new ~~related~~contracts ~~party~~with ~~relationships~~customers.

· Management ~~evaluated~~also ~~the~~concluded ~~impact~~that ofthere ~~our~~was ~~failure to~~a ~~have~~deficiency ~~segregation of duties, inadequacy~~ in ~~design~~internal ofcontrols ~~revenue~~over ~~recognition~~financial ~~policies~~reporting ~~and~~relating ~~procedures, failure~~ to ~~properly~~the ~~account~~accounting treatment for ~~and provide adequate disclosures of~~ complex financial instruments ~~and~~which ~~deficiency~~resulted in ~~identification~~the ~~and~~failure ato ~~disclosure~~properly ofaccount ~~related~~for ~~party~~such ~~transactions and~~instruments, ~~concluded~~specifically ~~that~~with respect to the ~~multiple~~classification ~~control~~and ~~deficiencies~~proper ~~that~~accounting ~~resulted~~treatment ~~represented~~of ~~material~~preferred ~~weaknesses~~shares.

~~While~~· ~~management~~We ~~evaluates~~did ~~the effectiveness of our internal controls on a regular basis, these controls may~~ not ~~always~~design beand maintain effective. ~~There are inherent limitations on the effectiveness of internal~~ controls, ~~including~~associated ~~collusion,~~with ~~management~~related ~~override,~~party transactions and ~~failure in human judgment~~disclosures. InThe addition, control procedures are designed to reduce rather than eliminate business risks. In the event our Chief Executive Officer or Chief Financial Officer, our certifying officers under the Sarbanes-Oxley Act of 2002 (the “SOX”), or our independent registered public accounting firm determines our internal controls ~~over~~in ~~financial~~place ~~reporting~~were ~~are~~ not ~~effective~~designed asat ~~defined~~a ~~under~~sufficient ~~Section~~level ~~404~~ of ~~SOX,~~precision ~~we may be unable to produce reliable financial reports~~ or ~~prevent~~rigor ~~fraud, which could materially harm our business. In addition, we may be subject~~ to ~~sanctions~~effectively orprepare ~~investigation~~and byreview ~~government authorities or self-regulatory organizations, such as~~ the ~~SEC~~financial orrecords ~~the~~in ~~Financial Industry Regulatory Authority (“FINRA”). Any~~ such ~~actions~~manner ~~could~~as ~~affect~~to ~~investor~~identify ~~perceptions of our company~~ and ~~result~~properly indisclose ~~an adverse reaction in~~ the ~~financial~~nature ~~markets~~and ~~due to a loss of confidence in the reliability of our~~ financial ~~statements,~~data ~~which could cause the market price~~ of ~~our~~all ~~common stock to decline or limit~~ our ~~access~~related toparty ~~capital~~relationships.

WeManagement ~~have~~evaluated ~~begun~~the toimpact ~~implement~~of ~~the~~our ~~actions~~failure to ~~noted~~have ~~below (including~~segregation ~~appropriate~~of ~~staffing~~duties, toinadequacy ~~execute~~in ~~such~~design ~~actions)~~of inrevenue ~~the~~recognition ~~following~~policies ~~areas~~and procedures, failure to ~~strengthen~~properly ~~our~~account ~~internal~~for ~~control~~and provide ~~over~~adequate disclosures of complex financial ~~reporting~~ instruments and deficiency in anidentification ~~effort~~and toa ~~remediate~~disclosure of related party transactions and concluded that the multiple control deficiencies that resulted represented material weaknesses.

~~Inventory.~~While Wemanagement ~~have~~evaluates ~~enhanced~~ the ~~design~~ effectiveness of our ~~existing~~internal controls ~~and~~on ~~implemented~~a ~~new~~regular basis, these controls ~~over~~may ~~the~~not ~~accounting,~~always ~~processing~~be ~~and~~effective. ~~recording~~There ofare ~~inventory.~~inherent ~~Specifically,~~limitations weon ~~have~~the ~~strengthened~~effectiveness ~~the~~of ~~design~~internal ofcontrols, ~~the~~including collusion, management ~~review~~override, ~~control~~and ~~over~~failure ~~inventory-~~in~~-transit~~ human judgment. WeIn ~~have~~addition, ~~implemented~~control ~~processes~~procedures are designed to ~~ensure~~reduce ~~timely~~rather ~~identification~~than ~~and evaluation~~eliminate ofbusiness ~~inventory~~risks. ~~cut-off,~~In ~~and~~the weevent ~~are~~our ~~requiring~~Chief ~~additional~~Executive ~~accountability~~Officer ~~from~~or ~~counterparties~~Chief onFinancial Officer, our certifying officers under the ~~accuracy~~Sarbanes-Oxley Act of ~~incoming~~2002 ~~and~~(the ~~outgoing shipment~~“SOX”), ~~documentation.~~or Weour ~~have~~independent ~~deployed~~registered ~~information~~public ~~system~~accounting ~~enhancements~~firm ~~and~~determines ~~have~~our ~~made~~internal controls ~~better~~over ~~use~~financial reporting are not effective as defined under Section 404 of ~~current~~SOX, ~~system~~we ~~capabilities~~may inbe ~~order~~ unable to ~~improve~~produce ~~the~~reliable ~~accuracy~~financial reports ofor ~~inventory~~prevent ~~cut-off~~fraud, ~~reporting~~which ~~and~~could ~~reconciliation~~materially harm our business. In addition, we ~~have~~may ~~been~~be ~~creating~~subject anto ~~assembly~~sanctions ~~bill~~or ofinvestigation ~~materials~~by government ~~(“BOM”)~~authorities inor ~~our~~self-regulatory ~~business~~organizations, ~~software~~such toas ~~facilitate~~the ~~efficient~~SEC ~~and~~or ~~accurate~~the ~~manufacturing~~Financial ~~and~~Industry ~~provide~~Regulatory ~~proper~~Authority ~~recording~~(“FINRA”). ~~of raw materials~~Any ~~inventory.~~such ~~The~~actions ~~BOM~~could ~~structure~~affect ~~ultimately~~investor ~~minimizes~~perceptions ~~inventory~~of ~~inaccuracies~~our company and ~~production~~result ~~delays,~~in ~~and~~an weadverse ~~have~~reaction ~~been~~in ~~increasing~~the ~~cycle~~financial ~~counting~~markets due to a loss of ~~inventory~~confidence ~~used~~ in ~~production~~the toreliability ~~improve~~of ~~accuracy.~~our ~~Lastly~~financial statements, wewhich ~~have~~could ~~recently~~cause ~~hired~~the amarket ~~material~~price ~~specialist~~of ~~whose~~our ~~responsibility~~common isstock to ~~maintain~~decline or limit ~~inventory~~our ~~records~~access to capital.

~~Revenue Recognition.~~ We ~~intend~~have onbegun ~~enhancing the~~to ~~design of existing controls and~~ implement ~~new controls over~~ the ~~review~~actions ofnoted ~~the~~below (including ~~application~~appropriate ~~and~~staffing ~~recording~~to ofexecute ~~revenue~~such ~~for~~actions) ~~customer contracts under the guidance outlined~~ in ~~ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating contractual terms and determining whether certain contracts should be consolidated, involve related parties and~~ the ~~proper~~following ~~timing~~areas ofto ~~revenue~~strengthen ~~recognition. These reviews will include more comprehensive contractual analysis from~~ our ~~legal~~internal ~~team~~control ~~while~~over ~~ensuring~~financial ~~qualified resources are involved~~reporting ~~and~~in ~~adequate~~an ~~oversight~~effort isto ~~performed~~remediate ~~during~~ the ~~internal~~material ~~technical accounting review process~~weaknesses.

34Inventory. We have enhanced the design of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials (“BOM”) in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain inventory records.

~~Accounts~~Revenue ~~Receivable~~Recognition. We intend on enhancing the design of existing controls and implement new controls over the ~~processing~~review of the application and ~~review~~recording of ~~accounts~~revenue ~~receivable~~for ~~billings~~customer contracts under the guidance outlined in ASC 606. We ~~plan~~also tointend on implementing more thorough reviews of contracts by evaluating contractual terms ~~supplement~~and ~~our~~determining ~~accounting~~whether ~~staff~~certain ~~with~~contracts ~~more~~should ~~experienced~~be ~~personnel~~consolidated, involve related parties and the proper timing of revenue recognition. These Wereviews will ~~also~~include ~~evaluate~~more ~~information~~comprehensive ~~system~~contractual ~~capabilities~~analysis infrom ~~order~~our tolegal ~~reduce~~team while ensuring qualified resources are involved ~~the~~and ~~manual~~adequate ~~calculations~~oversight ~~within~~is ~~this~~performed ~~business~~during the internal technical accounting review process.

Complex Financial Instruments. We will design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).27

~~While~~Accounts ~~these~~Receivable. ~~actions~~We ~~and~~intend ~~planned~~on ~~actions are subject~~enhancing tothe ~~ongoing~~design ~~management~~of ~~evaluation~~existing controls and ~~will~~implement ~~require~~new ~~validation~~controls ~~and~~over ~~testing of~~ the ~~design~~processing and ~~operating~~review ~~effectiveness~~ of ~~internal~~accounts ~~controls over~~receivable abillings. ~~sustained~~We ~~period~~plan ofto supplement ~~financial~~our ~~reporting~~accounting ~~cycles,~~staff wewith ~~are~~more ~~committed~~experienced topersonnel. ~~the~~We ~~continuous~~will ~~improvement~~also ofevaluate ~~our~~information ~~internal~~system ~~control~~capabilities ~~over~~in ~~financial reporting.~~order ~~We will continue~~ to ~~diligently~~reduce the ~~review~~manual ~~our~~calculations ~~internal~~within ~~control~~this ~~over~~business ~~financial reporting~~process.

~~Our~~Complex ~~operating~~Financial ~~results~~Instruments. ~~may~~We ~~vary~~will design ~~from~~and ~~quarter~~implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial instruments to ~~quarter~~ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

~~Our~~While ~~operating~~these ~~results~~actions ~~have~~and inplanned ~~the~~actions ~~past~~are ~~been~~ subject to ~~quarter-to-quarter~~ongoing ~~fluctuations,~~management evaluation and ~~we expect that these fluctuations~~ will ~~continue,~~require validation and ~~may~~testing ~~increase~~of inthe ~~magnitude,~~design inand ~~future~~operating ~~periods. Demand~~effectiveness ~~for our products is driven by many factors, including the availability~~ of ~~funding~~internal ~~for our products in our customers’ capital~~controls ~~budgets.~~over ~~There is~~ a ~~trend~~sustained ~~for~~period ~~some~~ of ~~our~~financial ~~customers~~reporting ~~to place large orders near the end of a quarter or fiscal year~~cycles, in part to spend remaining available capital budget funds. Seasonal fluctuations in customer demand for our products driven by budgetary and other concerns can create corresponding fluctuations in period-to-period revenues, and we ~~therefore cannot assure you that our results in one period~~ are ~~necessarily indicative~~committed ofto ~~our revenues in any future period. In addition,~~ the ~~number~~continuous ~~and~~improvement ~~timing~~ of ~~large~~our ~~individual~~internal ~~sales~~control ~~and~~over ~~the ability to obtain~~financial acceptances of those sales, where applicable, have been difficult for us to predict, and large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at allreporting. ~~The~~We ~~loss or deferral of one or more significant sales in a quarter could harm our operating results for such quarter. It is possible that, in some quarters, our operating results~~ will becontinue ~~below the~~to ~~expectations~~diligently ofreview ~~public market analysts or investors. In such events, or in the event adverse conditions prevail, the market price of~~ our ~~common~~internal ~~stock~~control ~~may~~over ~~decline~~financial ~~significantly~~reporting.

~~Many~~Our ofoperating ~~our~~results ~~competitors~~may ~~are~~vary ~~larger~~from ~~and have~~quarter ~~greater~~to ~~financial and other resources than we do~~quarter.

Our ~~products~~operating ~~compete~~results have in the past been subject to quarter-to-quarter fluctuations, and we expect that these fluctuations will ~~compete~~continue, ~~with~~and ~~similar~~may increase in magnitude, in future periods. ifDemand ~~not~~for ~~identical~~our products ~~produced~~is driven by many factors, including the availability of funding for our ~~competitors~~products in our customers’ capital budgets. ~~These~~There ~~competitive~~is ~~products~~a ~~could~~trend befor ~~marketed~~some byof ~~well-established~~our customers to place large orders near the end of a quarter or fiscal year, ~~successful~~in ~~companies~~part to spend remaining ~~that~~available ~~possess~~capital ~~greater~~budget ~~financial,~~funds. ~~marketing,~~Seasonal ~~distribution~~fluctuations ~~personnel,~~in customer demand for our products driven by budgetary and other ~~resources~~concerns ~~than~~can wecreate corresponding ~~do.~~fluctuations ~~Using~~in ~~said~~period-to-period ~~resources~~revenues, ~~these~~and ~~companies~~we therefore cannot assure you that our results in one period are necessarily ~~can~~indicative ~~implement~~of ~~extensive~~our ~~advertising~~revenues ~~and~~in ~~promotional~~any ~~campaigns~~future period. In addition, ~~both~~the ~~generally~~number and intiming ~~response~~of tolarge ~~specific~~individual ~~marketing~~sales ~~efforts~~and bythe ~~competitors.~~ability to obtain ~~They~~acceptances ~~can~~of ~~introduce~~those ~~new~~sales, ~~products~~where toapplicable, ~~new~~have ~~markets~~been ~~more~~difficult ~~rapidly.~~for Inus ~~certain~~to ~~instances~~predict, ~~competitors~~and ~~with~~large ~~greater~~individual ~~financial~~sales ~~resources~~have, ~~may~~in besome cases, occurred ~~able~~in quarters subsequent to ~~enter~~those awe ~~market~~anticipated, or have not occurred at all. The loss or deferral of one or more significant sales in a ~~direct~~quarter ~~competition~~could ~~with~~harm usour operating results for such quarter. It is possible that, ~~offering~~in ~~attractive~~some ~~marketing~~quarters, ~~tools~~our tooperating ~~encourage~~results will be below the ~~sale~~expectations of ~~products~~public ~~that~~market ~~compete with~~analysts ~~our~~or ~~products~~investors. In such events, or ~~present~~in ~~cost~~the ~~features~~event ~~that~~adverse ~~consumers~~conditions prevail, the market price of our common stock may ~~find~~decline ~~attractive~~significantly.

~~Existing~~Many ~~or new competitors may develop products or technologies that more effectively address the demands~~ of our ~~customers~~competitors ~~and~~are ~~markets~~larger ~~with enhanced performance, features~~ and ~~functionality~~have orgreater ~~lower~~financial ~~cost. Larger competitors frequently seek to maintain market share~~ and ~~protect~~other ~~customer~~resources ~~relationships~~than ~~through heavily discounted pricing, which~~ we ~~may not be able to match~~do. If we fail to develop and commercialize leading-edge technologies and products that are cost effective and maintain high standards of quality and introduce them to the market on a timely basis, our competitive position and results of operations could be materially adversely affected.

~~Changes~~Our inproducts ~~the~~compete Uand will compete with similar if not identical products produced by our competitors.S. ~~tax~~These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distribution personnel, and other ~~laws~~resources than we do. Using said resources, these companies can implement extensive advertising and ~~regulations~~promotional campaigns, both generally and in response to specific marketing efforts by competitors. They can introduce new products to new markets more rapidly. In certain instances, competitors with greater financial resources may ~~adversely~~be ~~affect~~able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our ~~business~~products or present cost features that consumers may find attractive.

~~The~~Existing ~~U.S.~~or ~~government~~new competitors may ~~revise~~develop ~~tax laws, regulations~~products or ~~official~~technologies ~~interpretations in ways~~ that ~~could~~more ~~have~~effectively aaddress ~~significant~~the ~~adverse~~demands ~~effect~~of on our ~~business,~~customers ~~including~~and ~~modifications~~markets ~~that~~with ~~could~~enhanced ~~reduce the profits that we can effectively realize~~performance, orfeatures ~~that~~and ~~could require costly changes to those operations,~~ functionality or ~~the~~lower ~~way in which they are structured~~cost. ~~For~~ ~~example,~~Larger ~~the~~competitors ~~effective~~frequently ~~tax~~seek ~~rates~~to ~~for~~maintain ~~most~~market ~~U.S.~~share ~~companies reflect the fact that income earned~~ and ~~reinvested~~protect ~~outside~~customer ~~the~~relationships ~~U.S.~~through isheavily ~~generally~~discounted ~~taxed at local rates~~pricing, which we may not be ~~much~~able ~~lower~~to ~~than U~~match.S. ~~tax rates.~~ If we ~~expand~~fail ~~abroad~~to develop and ~~there~~commercialize ~~are~~leading-edge ~~changes~~technologies inand ~~tax~~products ~~laws, regulations or interpretations~~ that ~~significantly~~are ~~increase the tax rates on non-U.S. income, our~~ cost effective ~~tax rate could increase,~~ and ~~our~~maintain ~~profits could~~high bestandards ~~reduced.~~of Ifquality ~~such~~and ~~increases~~introduce ~~resulted~~them ~~from~~to ~~our~~the ~~status~~market ason a ~~U.S.~~timely ~~company~~basis, ~~those~~our ~~changes~~competitive ~~could~~position ~~place~~and ~~us at a disadvantage to our~~results ~~non-U.S.~~of ~~competitors~~operations ifcould ~~those~~be ~~competitors~~materially ~~remain~~adversely ~~subject to lower local tax rates~~affected.

35Changes in the U.S. tax and other laws and regulations may adversely affect our business.

~~Our~~The ~~sales~~U.S. government may revise tax laws, regulations or official interpretations in ways that could have a significant adverse effect on our business, including modifications that could reduce the profits that we can effectively realize, or that could require costly changes to those operations, or the way in which they are structured. For example, the effective tax rates for most U.S. companies reflect the fact that income earned and ~~profitability~~reinvested outside the U.S. is generally taxed at local rates, which may be ~~affected~~much bylower than U.S. tax rates. If we expand abroad and there are changes in ~~economic~~tax laws, regulations ~~business~~or interpretations that significantly increase the tax rates on non-U.S. income, our effective tax rate could increase, and ~~industry~~our ~~conditions~~profits could be reduced. If such increases resulted from our status as a U.S. company, those changes could place us at a disadvantage to our non-U.S. competitors if those competitors remain subject to lower local tax rates.

If the economic climate in the United States or abroad deteriorates, customers or potential customers could reduce or delay their technology investments. Reduced or delayed technology and entertainment investments could decrease our sales and profitability. In this environment, our customers may experience financial difficulty, cease operations and fail to budget or reduce budgets for the purchase of our products and professional services. This may lead to longer sales cycles, delays in purchase decisions, payment and collection, and can also result in downward price pressures, causing our sales and profitability to decline. In addition, general economic uncertainty and general declines in capital spending in the information technology sector make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. There are many other factors which could affect our business, including:28

•Our ~~the~~sales ~~introduction~~ and ~~market~~profitability ~~acceptance~~may ofbe ~~new~~affected ~~technologies,~~by ~~products~~changes in economic, business and ~~services;~~industry conditions.

•If ~~new~~the ~~competitors~~economic climate in the United States or abroad deteriorates, customers or potential customers could reduce or delay their technology investments. Reduced or delayed technology and ~~new~~entertainment ~~forms~~investments could decrease our sales and profitability. In this environment, our customers may experience financial difficulty, cease operations and fail to budget or reduce budgets for the purchase of ~~competition;~~our products and professional services. This may lead to longer sales cycles, delays in purchase decisions, payment and collection, and can also result in downward price pressures, causing our sales and profitability to decline. In addition, general economic uncertainty and general declines in capital spending in the information technology sector make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. There are many other factors which could affect our business, including:

• the ~~size~~introduction and ~~timing~~market acceptance of ~~customer~~new ~~orders~~technologies, ~~(for~~products ~~retail~~and ~~distributed physical product)~~services;

• ~~the~~new ~~size~~competitors and ~~timing~~new forms of ~~capital expenditures by our customers~~competition;

• ~~adverse~~the ~~changes~~size inand ~~the~~timing ~~credit~~of ~~quality~~customer oforders ~~our~~(for ~~customers~~retail ~~and~~distributed ~~suppliers~~physical product);

• ~~changes in~~ the ~~pricing~~size ~~policies~~and ~~of,~~timing ~~or the introduction~~ of, ~~new~~capital ~~products~~expenditures ~~and services~~ by ~~us or~~ our ~~competitors~~customers;

• adverse changes in the ~~terms~~credit quality of our ~~contracts with our~~ customers orand suppliers;

• changes in the ~~availability~~pricing policies of, or the introduction of, new products ~~from~~and services by us or our ~~suppliers~~competitors; ~~and~~

• ~~variations~~changes in ~~product~~the ~~costs~~terms ~~and~~of ~~the~~our ~~mix~~contracts ofwith ~~products~~our ~~sold.~~customers or suppliers;

~~These~~• ~~trends~~the ~~and~~availability ~~factors~~of ~~could~~products ~~adversely~~from ~~affect~~ our ~~business,~~suppliers; ~~profitability~~ and ~~financial condition and diminish our ability to achieve our strategic objectives.~~

~~Our~~• ~~limited~~variations ~~ability~~in toproduct ~~protect~~costs ~~our proprietary information~~ and ~~technology may adversely affect our ability to compete, and our products could infringe upon~~ the ~~intellectual~~mix ~~property rights~~ of ~~others,~~products ~~resulting in claims against us, the results of which could be costly~~sold.

~~Many~~These oftrends ~~our~~and ~~products~~factors ~~consist~~could ~~entirely~~adversely oraffect ~~partly of proprietary technology owned by us. Although we seek to protect~~ our ~~technology through a combination of copyrights~~business, ~~trade secret laws~~profitability and ~~contractual~~financial ~~obligations,~~condition these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings, which would be costly and ~~would~~diminish ~~divert~~ our ~~resources~~ability ~~from the development of our business. If we are unable~~ to ~~successfully~~achieve ~~assert and defend~~ our ~~proprietary~~strategic ~~rights in the technology utilized in our products, our future results could be adversely affected~~objectives.

~~Although~~Our welimited ~~attempt~~ability to ~~avoid~~protect ~~infringing~~our ~~known~~ proprietary information ~~rights~~and oftechnology ~~third~~may ~~parties~~adversely inaffect our ~~product~~ability ~~development~~to ~~efforts~~compete, ~~we may become subject to legal proceedings~~ and ~~claims~~our ~~for~~products ~~alleged infringement~~could ~~from~~infringe ~~time~~upon ~~to time in~~ the ~~ordinary~~intellectual ~~course of business. Any claims relating to the infringement of third-party proprietary~~property rights, ~~even~~of ~~if not meritorious~~others, ~~could~~resulting ~~result~~ in ~~costly~~claims ~~litigation,~~against ~~divert management’s attention and resources~~us, ~~require~~the usresults ~~to reengineer or cease sales~~ of ~~our products or require us to enter into royalty or license agreements~~ which ~~are~~could ~~not advantageous to us. In addition, parties making claims may~~ be ~~able to obtain an injunction, which could prevent us from selling our products in the United States or abroad~~costly.

IfMany weof ~~ship~~our products ~~that~~consist ~~contain~~entirely ~~defects~~or partly of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws and contractual obligations, these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property, ~~market~~nor ~~acceptance~~will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our ~~products~~proprietary ~~and~~rights to the same extent as the laws of the United States. In order to defend our ~~reputation~~proprietary ~~will~~rights in the technology utilized in our products from third party infringement, we may be ~~harmed~~required to institute legal proceedings, which would be costly and would divert our ~~customers~~resources ~~could~~from ~~seek~~the development of our business. If we are unable to ~~recover~~successfully ~~their~~assert ~~damages~~and ~~from~~defend usour proprietary rights in the technology utilized in our products, our future results could be adversely affected.

~~Our~~Although ~~products~~we ~~are~~attempt ~~complex,~~to ~~and~~avoid ~~despite~~infringing ~~extensive~~known ~~testing,~~proprietary ~~may~~rights ~~contain~~of ~~defects~~third orparties ~~undetected~~in ~~errors~~our orproduct ~~failures~~development ~~that~~efforts, we may become ~~apparent~~subject ~~only~~to ~~after~~legal ~~our~~proceedings ~~products~~and ~~have~~claims ~~been~~for ~~shipped~~alleged infringement tofrom ~~our customers~~time ~~and~~to ~~installed~~time in ~~their~~the ~~network~~ordinary orcourse ~~after~~of ~~product~~business. ~~features~~Any orclaims ~~new~~relating ~~versions~~to ~~are~~the ~~released.~~infringement ~~Any~~of ~~such~~third-party ~~defect~~proprietary rights, ~~error~~even orif ~~failure~~not meritorious, could result in ~~failure~~costly oflitigation, ~~market~~divert ~~acceptance~~management’s ofattention ~~our~~and ~~products~~resources, orrequire ~~damage~~us to ~~our reputation~~ reengineer or ~~relations~~cease ~~with~~sales of our ~~customers,~~products ~~resulting~~or inrequire ~~substantial costs for~~ us ~~and~~to ~~our~~enter ~~customers,~~into asroyalty ~~well~~or aslicense ~~the~~agreements ~~cancellation~~which ofare ~~orders,~~not ~~warranty~~advantageous ~~costs~~to ~~and product returns~~us. In addition, ~~any defects, errors,~~ ~~misuse~~parties ofmaking ~~our~~claims ~~products~~may orbe ~~other~~able ~~potential~~to ~~problems~~obtain ~~within~~an orinjunction, ~~out~~which ofcould ~~our~~prevent ~~control~~us ~~that may arise~~ from ~~the~~selling ~~use of~~ our products ~~could result~~ in ~~financial~~the orUnited ~~other~~States ~~damages~~or ~~to our customers~~abroad. ~~Our customers could seek to have us pay for these losses. Although we maintain product liability insurance, it may not be adequate.~~

36If we ship products that contain defects, the market acceptance of our products and our reputation will be harmed and our customers could seek to recover their damages from us.

~~The~~Our ~~elimination~~products ofare ~~monetary~~complex, ~~liability~~and ~~against~~despite extensive testing, may contain defects or undetected errors or failures that may become apparent only after our ~~directors,~~products ~~officers~~have ~~and~~been ~~employees~~shipped ~~under~~to ~~law~~our customers and ~~the~~installed ~~existence~~in their network or after product features or new versions are released. Any such defect, error or failure could result in failure of ~~indemnification~~market ~~rights~~acceptance ~~for~~of our products or ~~obligations~~damage to our ~~directors~~reputation or relations with our customers, ~~officers~~resulting in substantial costs for us and ~~employees~~our ~~may~~customers, ~~result~~as inwell ~~substantial~~as ~~expenditures~~the bycancellation usof orders, warranty costs and product returns. In addition, any defects, errors, misuse of our products or other potential problems within or out of our control that may ~~discourage~~arise ~~lawsuits~~from ~~against~~the use of our ~~directors~~products could result in financial or other damages to our customers. Our customers could seek to have us pay for these losses. Although we maintain product liability insurance, ~~officers~~it ~~and~~may ~~employees~~not be adequate.

Our articles of incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our shareholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our shareholders. 29

~~Failure~~The toelimination ~~build~~of ~~our~~monetary ~~finance~~liability ~~infrastructure~~against our directors, officers and ~~improve~~employees ~~our~~under ~~accounting~~law ~~systems~~ and ~~controls~~the ~~could~~existence ~~impair~~of ~~our~~indemnification ~~ability~~rights for or obligations to ~~comply~~our ~~with~~directors, ~~the~~officers ~~financial~~and ~~reporting~~employees may result in substantial expenditures by us and ~~internal~~may ~~controls requirements~~discourage ~~for~~lawsuits ~~publicly~~against ~~traded~~our ~~companies~~directors, officers and employees.

AsOur aarticles ~~public~~of ~~company,~~incorporation wecontain ~~will~~a ~~operate in an increasingly~~provision ~~demanding~~permitting ~~regulatory environment, which requires~~ us to ~~comply~~eliminate ~~with SOX,~~ the ~~rules~~personal ~~and~~liability ~~regulations~~ of ~~the~~our ~~SEC,~~directors ~~expanded~~to ~~disclosure~~us ~~requirements, accelerated reporting requirements~~ and ~~more~~our ~~complex~~shareholders ~~accounting~~for ~~rules.~~damages ~~Company~~for ~~responsibilities~~the ~~required~~breach byof ~~SOX~~a ~~include establishing corporate~~fiduciary ~~oversight~~duty ~~and~~as ~~adequate~~a ~~internal~~director ~~control~~or ~~over~~officer ~~financial~~to ~~reporting~~the ~~and~~extent ~~disclosure~~provided ~~controls~~by ~~and~~Nevada ~~procedures~~law. ~~Effective~~We ~~internal~~may ~~controls~~also ~~are necessary~~have ~~for~~contractual usindemnification toobligations ~~produce~~under ~~reliable~~any future ~~financial~~employment ~~reports~~agreements ~~and~~with ~~are~~our ~~important~~officers. toThe ~~help~~foregoing ~~prevent~~indemnification ~~financial~~obligations ~~fraud.~~could ~~Commencing~~result ~~with~~in ~~our~~us ~~fiscal~~incurring ~~year~~substantial expenditures ~~ending~~to ~~2024,~~cover wethe ~~must~~cost ~~perform~~of ~~system~~settlement ~~and~~or ~~process~~damage ~~evaluation~~awards ~~and~~against ~~testing~~directors ofand ~~our~~officers, ~~internal~~which ~~controls~~we ~~over~~may ~~financial~~be ~~reporting~~unable to ~~allow~~recoup. ~~management to~~These ~~report~~provisions on and the ~~effectiveness~~resulting ofcosts ~~our~~may ~~internal~~also ~~controls~~discourage ~~over~~us ~~financial~~from ~~reporting~~bringing ina ~~our~~lawsuit ~~Form~~against ~~10-K~~directors ~~filing~~and officers for ~~that~~breaches ~~year,~~of astheir ~~required~~fiduciary byduties ~~Section~~and ~~404~~may ofsimilarly ~~SOX.~~discourage Wethe ~~have~~filing ~~never~~of ~~been~~derivative ~~required~~litigation toby ~~test~~ our ~~internal~~shareholders ~~controls~~against ~~within~~our adirectors ~~specified period~~ and, asofficers aeven ~~result,~~though ~~we may experience~~such ~~difficulty~~actions, inif ~~meeting~~successful, ~~these~~might ~~reporting~~otherwise ~~requirements~~benefit inus aand ~~timely~~our ~~manner~~shareholders.

WeFailure ~~anticipate~~to ~~that~~build ~~the process of building~~ our ~~accounting~~ ~~and~~finance ~~financial functions and~~ infrastructure ~~will require significant additional professional fees, internal costs and management~~ ~~efforts. We expect that we will need to implement a new internal system to combine~~ and ~~streamline~~improve ~~the management of~~ our ~~financial,~~ accounting~~, human~~ ~~resources~~systems and other functions. However, such a system would likely require us to complete many processes and procedures for the effective use of the system or to run our business using the system, which may result in substantial costs. Any disruptions or difficulties in implementing or using such a system could adversely affect our controls ~~and harm our business. Moreover, such disruption or difficulties~~ could ~~result~~impair ~~in unanticipated costs and diversion of management attention. In addition, we may discover weaknesses in~~ our ~~system~~ability ofto ~~internal financial~~comply ~~and~~with ~~accounting~~the ~~controls and procedures that could result in a material misstatement of our~~ financial ~~statements. Our internal control over financial~~ reporting ~~will not prevent or detect all errors~~ and ~~all~~internal fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls ~~can provide absolute assurance that misstatements due to error~~ orrequirements ~~fraud~~for ~~will~~publicly ~~not~~traded ~~occur or that all control issues and instances of fraud will be detected~~companies.

IfAs a public company, we ~~are~~will ~~not~~operate ~~able~~in an increasingly demanding regulatory environment, which requires us to comply with SOX, the ~~requirements of~~rules ~~Section~~and ~~404~~regulations of ~~SOX~~the inSEC, aexpanded ~~timely~~disclosure ~~manner~~requirements, accelerated orreporting ifrequirements weand ~~are~~more ~~unable~~complex toaccounting ~~maintain~~rules. ~~proper~~Company responsibilities required by SOX include establishing corporate oversight and ~~effective~~adequate internal control over financial reporting and disclosure controls, weand ~~may~~procedures. ~~not~~Effective beinternal ~~able~~controls toare necessary for us to produce ~~timely~~reliable financial reports and ~~accurate~~are important to help prevent financial ~~statements~~fraud. IfCommencing with our fiscal year ending 2024, we ~~cannot~~must ~~provide~~perform ~~reliable~~system ~~financial~~and ~~reports~~process orevaluation ~~prevent~~and ~~fraud,~~testing of our ~~business~~internal ~~and~~controls ~~results~~over financial reporting to allow management to report on the effectiveness of ~~operations~~our ~~could~~internal becontrols ~~harmed~~over financial reporting in our Form 10-K filing for that year, ~~investors~~as ~~could~~required ~~lose~~by Section ~~confidence~~404 inof SOX. We have never been required to test our ~~reported~~internal ~~financial~~controls ~~information~~within a specified period and, weas ~~could~~a beresult, ~~subject~~we tomay ~~sanctions~~experience ordifficulty ~~investigations~~in bymeeting ~~the~~these ~~SEC~~reporting orrequirements ~~other~~in ~~regulatory~~a ~~authorities~~timely manner.

~~The~~We ~~effects~~anticipate ofthat the process of building our ~~Covid-19~~accounting ~~pandemic~~and ~~have~~financial ~~materially~~functions ~~affected~~and ~~how~~infrastructure will require significant additional professional fees, internal costs and management efforts. We expect that we will need to implement a new internal system to combine and ~~our~~streamline ~~customers~~the ~~are~~management ~~operating~~of our ~~businesses~~financial, accounting, human resources and ~~the~~other ~~duration~~functions. However, such a system would likely require us to complete many processes and ~~extent~~procedures for the effective use of the system or to run our business using the system, which may result in substantial costs. Any disruptions or difficulties ~~this~~in ~~will~~implementing ~~impact~~or using such a system could adversely affect our ~~future~~controls ~~results~~and harm our business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of ~~operations~~management attention. In addition, we may discover weaknesses in our system of internal financial and ~~overall~~accounting controls and procedures that could result in a material misstatement of our financial ~~performance~~statements. ~~remains~~Our ~~uncertain~~internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

WeIf ~~depend~~we onare ~~the~~not ~~timely supply~~able ~~of materials, services and related products~~ to ~~meet~~comply with the ~~demands~~ requirements of ~~our~~Section ~~customers,~~404 ~~which~~of ~~depends~~SOX in ~~part~~a ~~on the~~ timely ~~delivery of~~manner, ~~materials~~or ~~and~~if ~~services~~we ~~from~~are ~~suppliers~~unable ~~and~~to ~~contract~~maintain ~~manufacturers.~~proper ~~Significant~~and oreffective ~~sudden~~internal ~~increases~~controls, inwe ~~demand~~may ~~for~~not ~~the~~be ~~raw materials and~~able ~~services~~to ~~that~~produce wetimely ~~require~~and toaccurate ~~manufacture~~financial ~~and~~statements. ~~sell~~If ~~our~~we ~~power~~cannot ~~electronics~~provide EVreliable ~~charging~~financial ~~stations,~~reports ~~including~~or ~~component~~prevent ~~parts~~fraud, ~~may~~our ~~result~~business inand aresults ~~shortage~~ of ~~such~~operations ~~materials~~could orbe ~~may~~harmed, ~~cause~~investors ~~shipment~~could ~~delays~~lose ~~due~~confidence toin ~~transportation~~our ~~interruptions~~reported orfinancial ~~capacity~~information ~~constraints.~~and ~~Such~~we ~~shortages or delays~~ could ~~adversely~~be ~~impact our suppliers’ ability~~ subject to ~~meet~~sanctions ~~our~~or ~~demand~~investigations ~~requirements.~~by ~~Similarly,~~the asSEC anor ~~ODM~~other ~~designing~~regulatory ~~and manufacturing electronic products, many of our customers facing similar challenges~~authorities.

The effect of future health pandemics and the ongoing Covid-19 pandemic on our business, prospects and results of operations will depend on their duration and sustained impact. Difficult macroeconomic conditions, such as supply shortages, increased inflation, increased and prolonged unemployment or a decline in consumer confidence as a result of pandemics, as well as reduced spending by businesses, could have a material adverse effect on the demand for our products and services. The effect of, or even the threats of, a new global pandemic can also vary over time and across the region we operate30

The Covid-19 pandemic continues to disrupt the global supply chain caused some delays in equipment orders from our contract manufacturers. As federal, state, local and foreign economies return to pre-pandemic levels, we expect demand for power electronics products charging station usage to increase; however, we are unable to predict the extent of such recovery due to the uncertainty of the possible recurrence of Covid-19 or its variants. As a result, we are unable to predict the ultimate impact that continuing equipment order delays will have on our business and our future results of operations, financial position and cash flows.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 1C. CYBERSECURITY.

Information Security Program

Our information security organization safeguards the confidentiality, integrity, and availability of our systems, services, and data. We employ skilled security and technology professionals, both internal and external, and continually invest in the resources necessary to adapt and counter evolving cybersecurity threats. Our work is overseen by the Task Force (as defined below) for strategic guidance and accountability.

Cybersecurity Risk Management and Strategy

Our information security program incorporates a robust cybersecurity risk management strategy. This strategy prioritizes continuous improvement and ensures the confidentiality, integrity, and availability of our critical systems, data, and operations.

We leverage industry best practices, including guidance from the National Institute of Standards and Technology (NIST), to identify, assess, and manage cybersecurity risks relevant to our business. While we don't adhere to any specific technical standards or specifications, NIST provides a guide to help us identify, assess, and manage cybersecurity controls and risks relevant to our business.

•

Risk Identification: We proactively identify potential threats across our facilities, vendors, operations, systems, and broader IT environment. Threat intelligence, current attack trends, and industry-specific threats inform our risk assessments.

•

Risk Evaluation: We conduct regular risk assessments to measure our preparedness against identified threats.

•

Actionable Plans: We ensure risk is addressed and tracking any necessary remediation through an action plan.

While cybersecurity risks are inherent to our industry, we have experienced no material impact on our business strategy, operations, or financial condition to date. We remain vigilant in managing these risks through our comprehensive security program.

Cybersecurity Governance

Management is responsible for the cybersecurity risk management program as well as actions to identify, assess, mitigate, and remediate material issues. The Company’s cybersecurity risk management program is supervised by our Chief Technology Officer (“CTO”), who reports directly to the Company’s Chief Executive Officer. The CTO and his team are responsible for leading cybersecurity strategy, policy, standards, architecture and processes.

Our board of directors has ultimate oversight of and is charged of cybersecurity matters and receives reports from the CTO on, among other things, the Company’s cyber risks and threats, the status of projects to strengthen the Company’s information security systems, and the emerging threat landscape. In accordance with our cyber incident response plan, the board of directors is promptly informed by management of cybersecurity incidents with the potential to materially adversely affect the Company or its information systems and is regularly updated about incidents with lesser impact potential. At least annually, the board of directors reviews and discusses the Company’s technology strategy in combination with the Company’s strategic objectives with Management.

In an effort to detect and defend against cyber threats, the Company annually provides its employees with various cybersecurity and data protection training programs. These programs cover timely and relevant topics, including social engineering, phishing, password protection, confidential data protection, asset use and mobile security, and educate employees on the importance of reporting all incidents promptly.

ITEM 2. PROPERTIES

Our principal business and corporate address is 1421 McCarthy Blvd, Milpitas, CA.

3831

ITEM 3. LEGAL PROCEEDINGS

The Company is currently involved in litigation arising from matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative or indeterminate monetary amounts. We record an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of loss related to such matters.

With respect to our outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3932

PART II

Market Information

Our common stock is quoted on the Pink Open Market (Current Information), operated by OTC Markets Group Inc., under the symbol TOG. The last reported sale price for our common stock, as quoted on the Pink Open Market, was $0.~~013~~0063 on April 1022, ~~2024~~2025. Quotes of stock trading prices on any over-the-counter market quotations ~~reflect~~ reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

We have never declared or paid dividends on our common stock and do not anticipate paying dividends on our common stock at any time in the foreseeable future. The terms of our series A preferred stock will prohibit us from paying dividends on all classes of stock junior to such stock (including our common stock) while shares of our series A preferred stock remain outstanding.

An application has been submitted to have our shares of common stock to be received in the Distribution listed for quotation on the OTCQB Market.

Holders

As of December 31, ~~2023~~2024, there were ~~198~~192 shareholders of record of our common stock based upon the records of the shareholders provided by our transfer agent. Our transfer agent is Computershare, Inc. A number of holders of our common stock are “street name” or beneficial holders whose shares of record are held by banks, brokers, and other financial institutions.

Dividends

We have never paid or declared any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future. The terms of our series A preferred stock will prohibit us from paying dividends on all classes of stock junior to such stock (including our common stock) while shares of our series A preferred stock remain outstanding.

Securities Authorized for Issuance Under Equity Compensation Plans

On June 27, 2023, the Company held a special meeting of shareholders, and the shareholders voted and approved the TurnOnGreen, Inc. 2023 Stock Incentive Plan which reserved 100,000,000 shares for issuance. As of December 31, ~~2023~~2024, no shares had been issued under the plan.

Unregistered Sales of Equity Securities

We have previously disclosed all sales of securities without registration under the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

None

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to several factors, including those discussed in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements,” and elsewhere in this Annual Report on Form 10-K.

4033

Plan of Operations

We are an emerging electric vehicle (“EV”) electrification infrastructure solutions and premium custom power products company, through our wholly owned subsidiaries Digital Power Corporation (‘DPC”) and TOG Technologies Inc. (“TOGT”), design, develop, manufacture and sell highly engineered, feature-rich, high-grade-power conversion and power system solutions to diverse industries and markets including e-Mobility, medical, military, telecommunications, and industrial as well as design and provide a line of advanced EV charging solutions. Through DPC, we provide solutions which leverage a combination of low leakage power emissions, very high-power density with power efficiency, flexible design leveraging customized firmware and short time to market. Our designed and manufactured, highly engineered, precision power conversion and control solutions serve mission-critical applications and processes. Through TOGT, we market and sell a line of scalable EV residential, commercial and ultra-fast charging products and comprehensive charging management software and network services. The business represents a natural outgrowth from our proprietary core power technologies to optimizing the design and performance of EV charging solutions.

On March 20, 2022, TOG entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly owned subsidiary of Ault. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022, the Parent delivered to us all of the outstanding shares of common stock of TOGI held by the Parent, and in consideration for the issuance by TOG to the Parent (the “Acquisition”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “Series A Preferred Stock”), with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of our common stock at the Parent’s option, is redeemable by the Parent, and entitles the Parent to vote with the common stock on an as-converted basis. Immediately following the Acquisition, TOGI became our wholly owned subsidiary, and subsequent thereto, TOGI was merged with and into our company, pursuant to which TOGI ceased to exist. TurnOnGreen continues to be led by its Chief Executive Officer and Chief Financial Officer, Amos Kohn and its President, Marcus Charuvastra.

Factors Affecting Our Performance

We believe that the growth of our business and our future success depend on various opportunities, challenges, trends and other factors, including the following:

Ø Our business model is evolving and we will need to invest a substantial amount of operating capital on an ongoing basis to support our EV charging solutions business. We expect to use the largest portion of any capital we may be able to raise to purchase EV components and inventory in connection with future sales and installations. To the extent that the capital expenditure requirements of our EV charging solutions business are greater than anticipated, any funds we have will be unavailable for our other operations. It is likely that we will need substantial additional funds for our working capital and capital expenditure requirements as we grow our EV charging solutions business.

Ø Our ability to provide our products and systems on a timely basis relies heavily on obtaining essential electronic components used not only in our products but also in our customers' products. As an electronics technology original design manufacturer ("ODM") and original equipment design manufacturer (“OEM”), we continue to face significant challenges in producing some of our products due to shortages and delays in electronic components and raw materials. Various ~~factors~~factor, ~~including the Covid-19 pandemic,~~ heightened demand for electronics, and disruptions in the supply chain, have led to a widespread scarcity of these crucial materials. Some of our customers face similar challenges, affecting their demand for our products promptly.

Ø ~~Electronic~~We are ~~component~~still ~~shortages~~experiencing ~~are~~long ~~stretching~~lead ~~into~~times ~~2023~~ and ~~beyond because~~shortages of ~~Covid-19,~~critical ~~political~~components ~~strife, and sourcing competition~~ used in our products. ~~Our~~While ~~OEM~~the ~~are~~global ~~currently~~chip ~~12-18~~shortage ~~months~~has ~~likewise some~~eased, ofcertain ~~our~~high-demand ~~customers~~components ~~who~~(such ~~source~~as ~~our~~power ~~products~~semiconductors ~~facing similar supply chain disruption~~ and ~~reduction~~automotive insemiconductor ~~customers’~~chips), ~~demand~~continue ~~for~~to ~~their~~face ~~products~~supply bottlenecks ~~have~~due ato ~~negative~~limited ~~effect~~fab oncapacity ~~their~~and ~~business~~ongoing ingeopolitical ~~which has a negative impact on our business~~factors.

~~The~~Ø Tensions between ~~disruption~~major ineconomies ~~supply~~(e.g., ~~chain continued throughout 2023~~U.S.-China, ~~has~~Taiwan-China) ~~extended~~have ~~our~~led ~~production~~to ~~time~~export ~~periods~~controls, ~~and~~further ~~delayed~~restricting the ~~timing~~availability of ~~revenue~~essential electronic ~~recognition~~components. ~~The~~These ~~impact~~prolonged oflead ~~parts~~times ~~shortages has been abrupt,~~ and ~~consequently,~~supply weconstraints ~~estimate that our costs~~ have ~~increased~~negatively byimpacted ~~approximately 20% in 2023. We have also experienced decreases in demand for~~ our ~~products~~operations ~~and~~throughout ~~services~~2024, ~~deficiencies~~disrupting our ~~in the~~ supply ofchain ~~raw~~for ~~materials~~semiconductors, ~~closures~~electronic ~~of manufacturing facilities~~components, ~~pushing out orders schedule or canceling some orders by some of our customers, extended lead times to procure supplies~~ and ~~insufficient~~raw ~~staffing.~~materials Wefrom ~~believe~~key ~~this has been a contributing factor to the decline in our revenues by approximately 24% in 2023~~vendors.

Ø ToGlobal ~~date,~~manufacturing ~~our~~ operations ~~were~~continue ~~financed~~to ~~principally~~face ~~through~~significant ~~investments~~disruptions bydue ~~Ault~~to ongoing geopolitical tensions, supply chain bottlenecks, and the ~~took~~lingering ~~advantage~~effects of ~~Ault’s~~past ~~size~~production ~~and~~suspensions. ~~purchasing~~While ~~power~~ the semiconductor shortage has eased in ~~procuring~~some ~~goods~~areas, ~~technology~~demand for critical electronic components (especially power semiconductors and specialized chips) remains high, straining production capacity and ~~services~~increasing procurement challenges. These disruptions, ~~including~~combined ~~insurance~~with raw material price volatility, ~~employee~~have ~~benefit~~led ~~support~~to ~~and~~a ~~audit~~sustained increase in costs across our supply chain. Prices for essential materials such as lithium, copper, and ~~other~~rare ~~professional~~earth ~~services. Though~~metals ~~Ault~~remain iselevated ~~now~~due ato ~~controlling~~rising ~~shareholder~~demand, ~~after~~resource ~~the~~constraints, and ~~completion~~global oftrade ~~the~~restrictions. ~~Acquisition~~As a result, we ~~may~~estimate ~~not~~that our costs have ~~access~~increased toby ~~Ault’s~~approximately ~~financial~~25% since 2020, with continued ~~and~~inflationary ~~other~~pressures ~~resources~~affecting inprocurement ~~the~~and ~~future~~production.

41Ø To date, our operations were financed principally through investments by Hyperscale and took advantage of Hyperscale’s size and purchasing power in procuring goods, technology, and services, including insurance, employee benefit support and audit, and other professional services. Though Hyperscale is now a controlling shareholder after the completion of the Acquisition, we may not have access to Hyperscale’s financial and other resources in the future.

Results of Operations

for the Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

	2023			2022			Change ($)			Change (%)
	2024			2023			Change ($)			Change (%)
Revenue	$	4,~~201~~912,000		$	54,~~522~~201,000		$	(1711,~~321,~~000	)		~~(24~~17	)%
Cost of revenue		32,~~306~~790,000			3,~~504~~306,000			(~~198~~516,000	)		(616	)%
Gross profit		~~895~~2,122,000			2895,~~018,~~000			(1,~~123~~227,000	)		~~(56~~137	)%
Operating expenses:
Research and development		418,000			697,000			(279,000	)		(40	)%
General and administrative		3,203,000			3,705,000			(502,000	)		(14	)%
Selling and marketing		1,~~446~~293,000			1,~~522~~446,000			(76153,000	)		(511	)%
General and administrative		3,642,000			3,963,000			(320,000	)		(8	)%
Research and development		407,000			418,000			(11,000	)		(3	)%
Depreciation		63,000			51,000			12,000			(24	)%
Write off EV Assets		763,000			-			618,000
Total operating expenses		5,~~569~~666,000			65,~~233~~569,000			(~~664~~43,000	)		~~(11~~2	)%
Operating loss		(43,~~674~~544,000	)		(4,~~215~~674,000	)		~~459~~1,412,000			1124	%
Other expense:
Interest		160,000			5,000			155,000			3,100	%
Interest expense, related party		368,000			160,000			208,000			(130	)%
Total other expense		160,000			5,000			155,000			3,100	%
Interest expense		56,000
Net loss		(4,834,000	)		(4,220,000	)		614,000
Total other expense		424,000			160,000			208,000			(130	)%
Preferred dividends		(2,028,000	)		(639,000	)		1,389,000			34	%
Loss before income taxes		(3,968,000	)		(4,834,000	)		1,204,000			18	%
Net loss available to common shareholders	$	(6,862,000	)	$	(4,859,000	)
Income tax provision		5,000
Net loss		(3,973,000	)		(4,834,000	)
Preferred dividends		-			(2,028,000	)		2,028,000
Net loss available to common shareholders	$	(3,973,000	)	$	(6,862,000	)

Revenue and Gross Profit

For the year ended December 31, ~~2023~~2024, we had ~~decreased~~increased revenues of $1711,~~321,~~000 and ~~decreased~~increased gross profits of $~~198~~1,227,000 compared to the year ended December 31, ~~2022~~2023, primarily due to ~~decreased~~increased sales inof ~~the~~$777,000 ~~year~~to ~~ended~~our ~~December~~higher ~~31,~~margin ~~2023,~~defense ~~related~~industry tocustomers ~~large~~and ~~projects~~$277,000 ~~which~~to ~~were~~our ~~discontinued~~commercial inand ~~2022~~telecom customers, ~~that~~somewhat ~~drove~~offset ~~increased~~by ~~production~~decreased ~~and~~sales ~~deliveries~~of in$343,000 ~~the~~to ~~comparable~~our medical customers during the year. ended December 31, 2024. Additionally, our cost of revenue ~~increased~~decreased primarily due to a decrease in charges for excess ~~and~~ obsolete inventory of $~~853~~583,000 in the year ended December 31, ~~2023~~2024.

Net Loss and Operating Expenses

During the year ended December 31, ~~2023~~2024, our net loss ~~increased~~before income tax provision decreased $~~614~~866,000 from the year ended December 31, ~~2022~~2023. During the year ended December 31, ~~2023~~ 2024, our gross profit ~~decreased~~increased $1,~~123~~227,000 as described above, ~~but~~our ~~was~~legal ~~somewhat~~expenses ~~offset~~decreased by$439,000 and overhead allocation decreased ~~operating~~$261,000. ~~expenses~~Somewhat offsetting these increases, we recognized increased interest expense of $~~664~~208,000, increased salaries and benefits of $320,000 and write off of EV related assets of $763,000.

Net Loss Available to Common Shareholders

In September of 2022, TOG was combined with certain entities under the common control of our Parent. As part of this transaction, we issued preferred stock that accrues a dividend, which has resulted in an increase in the net loss available to common shareholders of $12.40 million for the year ended December 31, 2023, compared to the prior year.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant deliveries of our products. Our inability to continue as a going concern could have a negative impact on the Company, including our ability to obtain needed financing. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. As of December 31, ~~2023~~2024, the Company had cash and cash equivalents of $0.0 million and negative working capital of $56.5 million.

4235

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported revenues and expenses recognized during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to our financial statements.

Impact of ~~Coronavirus~~Global Electronic Components Shortages on Our Operations

~~The~~We ~~Covid-19~~are ~~pandemic~~ still ~~had~~experiencing long alead ~~negative~~times ~~impact~~and onshortages ~~our~~of ~~Company~~critical ~~during 2023,~~components ~~and~~used ~~has~~in ~~impacted~~ our ~~supply~~products. ~~chain~~While ~~for~~the ~~semiconductors~~global ~~and~~chip ~~other~~shortage ~~electronic~~has ~~components~~eased, ~~and~~certain ~~material~~high-demand components—such ~~parts~~as ~~from~~power ~~vendors,~~semiconductors ~~particularly as~~and aautomotive ~~result~~semiconductor ofchips, ~~disruptions~~continue ~~from~~to ~~the~~face ~~temporary~~supply ~~suspension~~bottlenecks ofdue ~~operations~~to oflimited ~~semiconductors,~~fab capacity ~~electronic~~and ~~manufacturers~~ongoing ~~and~~geopolitical ~~distributors~~factors.

Tensions between major economies (e.g., U.S.-China, Taiwan-China) have led to export controls, further restricting the availability of essential electronic components. These prolonged lead times and supply constraints have negatively impacted our operations throughout 2024, disrupting our supply chain for semiconductors, electronic components, and raw materials from key vendors.

Impact of Global Trade Policies on Our Operations

We rely upon vendors outside the U.S. for a significant amount of our products and related components. And we face resulting uncertainty and risks related to tariffs and other trade policies which will likely increase the costs of securing products from our vendors. Tariffs and other non-tariff trade practices and policies may adversely affect our business in other ways beyond increased costs for our products. Uncertainty about trade policy, tariff rates, and other changes in practices affecting international trade might have an adverse effect on our business and results of operation and we may face challenges in implementing the optimal responses to changing trade conditions. Apart from the impact of macroeconomic factors on our business operations and on general economic conditions, below are certain factors that affect our results of operations.

Impact on Our Supply Chain

~~The~~Global ~~Covid-19~~manufacturing operations ~~pandemic~~continue ~~has~~to ~~caused,~~face ~~and~~significant ~~continues~~disruptions due to ~~cause,~~ongoing ~~disruptions to~~geopolitical ~~our~~tensions, supply chain. ~~Global~~bottlenecks, ~~manufacturing~~and ~~operations~~the ~~have~~lingering effects ~~significantly~~of ~~deteriorated~~past asproduction asuspensions. ~~result~~While ofthe ~~temporary~~semiconductor ~~suspensions~~shortage has eased in ~~critical locations~~some ~~where~~areas, ~~electrical~~demand for critical electronic components (especially ~~are~~power ~~produced~~semiconductors orand ~~held~~specialized ~~for~~chips) ~~distribution.~~remains ~~These~~high, ~~manufacturing~~straining ~~disruptions~~production ~~combined~~capacity ~~with~~and ~~parts~~increasing ~~shortages~~procurement challenges. ~~are~~These ~~materially~~disruptions, ~~increasing~~combined ~~the~~with ~~price~~raw ofmaterial ~~our~~price ~~supplies.~~volatility, ~~The~~have ~~impact~~led ofto ~~parts~~a ~~shortages~~sustained ~~has~~increase ~~been~~in ~~abrupt~~costs ~~and,~~across ~~consequently,~~our wesupply ~~estimate~~chain. ~~that~~Prices ~~our~~for ~~costs~~essential ~~have~~materials ~~increased~~such byas ~~approximately~~lithium, ~~20%~~copper, ~~since~~and ~~2020.~~rare Weearth ~~have~~metals ~~also~~remain ~~experienced~~elevated ~~decreases~~due into rising demand, ~~for~~resource ~~our~~constraints, ~~products~~ and global ~~services~~trade restrictions. As a result, ~~deficiencies~~ inwe ~~the~~estimate ~~supply~~that ofour ~~raw~~costs ~~materials,~~have ~~closures~~increased ofby ~~manufacturing~~approximately ~~facilities,~~25% ~~extended~~since ~~lead~~2020, ~~times~~with tocontinued ~~procure~~inflationary pressures ~~supplies~~affecting procurement and ~~insufficient staffing~~production.

43Additionally, we have observed shifts in market demand, with declining sales for off-the-shelf standard products and growing customer preference for customized solutions. This shift, coupled with extended lead times, raw material shortages, workforce challenges, and supplier shutdowns, has further strained our operations.

Supply chain disruptions~~, component shortages, manufacturing interruptions,~~ (including higher ~~materials,~~material ~~and products’~~ costs, longer lead ~~time~~times, ~~customers’~~order ~~orders’~~ delays, and in some ~~customers' orders cancelations had significant adverse contribution to business and results of operations. For example~~cases, ~~supply~~customer ~~chain~~order ~~challenges~~cancellations) ~~related~~have tohad ~~the~~a ~~Covid-19~~significant ~~pandemic~~adverse ~~and~~impact ~~global~~on ~~semiconductor chip shortages have impacted~~ our ~~customers~~business and, asoperational ~~a result, impacted us~~results. WeOur ~~depend~~ability ~~on the timely supply of materials, services and related products~~ to meet ~~the~~customer ~~demands~~demand ofis ~~our~~heavily ~~customers,~~dependent ~~which depends in part~~ on the timely ~~delivery~~ supply of materials and services from our suppliers and contract manufacturers. ~~Similarly~~However, many of our customers ~~are~~face ~~facing~~ similar ~~challenges~~supply constraints, which ~~adversely~~have ~~affect their~~led ~~business~~to ~~resulting~~deferred indeliveries, ~~pushing~~extended ~~out~~project ~~the~~timelines, ~~delivery~~and ~~schedule~~in ~~for~~ some ~~orders~~cases, oroutright ~~canceling~~order ~~some orders they have placed with~~cancellations.

~~The~~Further ~~disruptions~~exacerbating these inissues ~~manufacturing,~~are ~~delivery~~ongoing logistics disruptions, prolonged port congestion , and intermittent supplier shutdowns ~~and delays~~, ~~each~~all of which ~~has been exacerbated by the Covid-19 pandemic,~~ have resulted in ~~additional costs~~increased ~~and,~~freight tocosts ~~a lesser extent, component shortages,~~ and ~~have led to~~ fluctuations in ~~our~~component ~~sales similarly effected many customers of us~~availability. ~~The~~ ~~increased~~Trade ~~demand~~restrictions ~~for electronic products~~ and ~~trade~~export ~~restrictions~~controls ~~that~~affecting ~~affect~~key raw materials and semiconductor components have ~~contributed~~further totightened asupply, ~~shortfall~~making ofit ~~semiconductor chips,~~increasingly ~~which~~difficult ~~has~~to ~~caused~~secure ~~additional~~inventory ~~supply~~at ~~challenges~~competitive pricing.

Ongoing supply chain challenges and rising logistics costs have adversely impacted our gross margins in fiscal 2024 and continue to present financial headwinds. We anticipate that material cost inflation, coupled with elevated freight and logistics expenses, will continue to pressure margins in the foreseeable future. Furthermore, a sustained slowdown in demand for electronic systems (particularly in key industries such as industrial automation, telecommunications, and electric vehicles (EVs)) could further challenge revenue growth and profitability.

The cumulative effects of these supply chain disruptions may limit our ability to manufacture and deliver products efficiently, impacting our ability to meet market demand while maintaining cost-effectiveness. In response, we have implemented proactive strategies, including supplier diversification, alternative sourcing, and strategic inventory management, to mitigate risks and improve operational resilience. However, continued volatility in the global supply chain landscape remains a key challenge that could have a material impact on our business and financial performance.

Supply chain disruptions, component shortages, manufacturing interruptions, higher materials, and products’ costs, longer lead time, customers’ orders’ delays, and some customers' orders cancelations had significant adverse contribution to business and results of operations. For example, supply chain challenges related to the global semiconductor chip shortages have impacted our customers and, as a result, impacted us. We depend on the timely supply of materials, services and related products to meet the demands of our customers, which depends in part on the timely delivery of materials and services from our suppliers and contract manufacturers. Similarly, our customers are facing similar challenges which adversely affect their business resulting in pushing out the delivery schedule for some orders or canceling some orders they have placed with.

The disruptions in manufacturing, delivery, prolonged port congestion and intermittent supplier shutdowns and delays have resulted in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in our sales similarly effected many customers of us. The increased demand for electronic products and trade restrictions that affect raw materials have contributed to a shortfall of semiconductor chips, which has caused additional supply challenges.

Ongoing supply chain challenges, component shortages and heightened logistics costs have adversely affected our gross margins in fiscal 2023 and we expect that gross margins will continue to be adversely affected by increased material costs and freight and logistic expenses for the foreseeable future. Further, any sustained downturn in demand for electronic technology used in our customers’ electronic systems and EVs would also harm our business.

Such adverse impacts on our supply chain could limit our ability to manufacture and sell our products on a timely and cost effective basis and adversely affect our gross margins, which could materially adversely affect our business and results of operations. The measures and proactive steps we have taken to address the challenges posed by recent supply chain disruptions and revenue fluctuations affecting us and our customers.

In response to these issues, we have implemented during the years ended December 31, ~~2023~~2024, and ~~2022~~2023 the following measures:

•

Strategic Pricing Adjustments: We have increased the pricing of select products to align with our costs and maintain profitability.

•

Product Portfolio Optimization: Certain products have been replaced with alternatives that offer higher profit margins, enhancing overall revenue streams.

•

Engineering Contracts: We have secured engineering contracts with new tier 1 customers in the defense and telecommunications sectors. These contracts focus on designing advanced power electronic products for defense tactical applications and telecommunications broadband networks. This initiative aims to mitigate supply chain disruptions and offset revenue reduction.

•

Diversification of Suppliers: To mitigate the impact of supplier shutdowns, we have qualified alternative suppliers for critical materials and components.

•

Product Redesign: We have redesigned certain products by reengineering main circuit boards to accommodate alternative microchips and materials, ensuring a stable supply chain.

•

Manufacturing Partner Optimization: Production of some products has been relocated from suspended contract manufacturers to alternative partners with whom we have established relationships, ensuring uninterrupted manufacturing processes.

•

Inventory Management: We have procured critical raw materials and increased inventory levels to improve sales delivery response times.

•

Talent Acquisition: In response to staffing shortages, we have hired and continue to onboard qualified personnel to support our operations effectively.

These strategic initiatives demonstrate our commitment to adaptability and resilience in the face of challenges. We remain focused on delivering value to our customers while navigating market uncertainties.

Recently Issued Accounting Pronouncements

The Company has implemented all the new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

4437

Recent Developments

On September 5, 2023, our board received and accepted the resignation of David J. Katzoff from his position as the Chief Financial Officer of the Company, effective September 5, 2023. Mr. Katzoff’s resignation is not related to or due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, including the Company’s accounting principles and practices and internal controls.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item.

4538

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page No .
	Page No.
Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID Number 688)	F-2
Consolidated Balance Sheets as of December 31, 2023, and 2022	F-3
Consolidated Balance Sheets as of December 31, 2024, and 2023	F-3
Consolidated Statements of Operations for the Years Ended December 31, 2023, and 2022	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2024, and 2023	F-4
Consolidated Statement of Changes in Shareholders’ Deficit for the Years Ended December 31, 2023, and 2022	F-5
Consolidated Statement of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024, and 2023	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, and 2023	F-6
Notes to the Consolidated Financial Statements	F-7

F-1

~~REPORT~~Report OFof ~~INDEPENDENT~~Independent ~~REGISTERED~~Registered ~~PUBLIC~~Public ~~ACCOUNTING~~Accounting ~~FIRM~~Firm

To the Shareholders and Board of Directors of

TurnOnGreen, Inc. and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TurnOnGreen, Inc. (~~formerly known as Imperalis Holding Corp.) and Subsidiaries (~~the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, ~~2023~~ 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Marcum ~~LLP~~llp

Marcum llp

We have served as the Company’s auditor since 2021.

New York, NY

April 1123, ~~2024~~2025

F-2

TURNONGREEN, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,
	2023			2022
	2024			2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2127,000		$	9521,000
Accounts receivable		~~966~~730,000			1966,~~022,~~000
Inventories		1890,~~339,~~000			21,~~595~~339,000
Prepaid expenses		~~630~~107,000			~~684~~630,000
TOTAL CURRENT ASSETS		21,~~956~~754,000			42,~~396~~956,000
Property and equipment, net		~~358~~154,000			~~326~~358,000
Right-of-use assets		1567,~~133,~~000			1,~~661~~133,000
Other noncurrent assets		270,000			270,000
TOTAL ASSETS	$	42,~~717~~745,000		$	64,~~653~~717,000
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	1,~~583~~376,000		$	1,~~798~~583,000
Dividends payable		~~2,667,000~~-			~~639~~2,667,000
Accrued legal contingencies		1,066,000			681,000
Lawsuit liability		1,122,000			1,066,000
Operating lease liability, current		~~619~~581,000			~~561~~619,000
Related party notes and advances payable		25,~~472~~185,000			522,472,000
TOTAL CURRENT LIABILITIES		8,~~407~~264,000			38,~~731~~407,000
LONG TERM LIABILITIES
Operating lease liability, non-current		~~631~~50,000			1631,~~251,~~000
Other long term liabilities		~~105~~163,000			59105,000
TOTAL LIABILITIES		98,~~143~~477,000			59,~~041~~143,000
COMMITMENTS AND CONTINGENCIES (NOTE 16)
COMMITMENTS AND CONTINGENCIES (NOTE 13)
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 December 31, 2023, December 31, 2022, respectively		25,000,000			25,000,000
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 December 31, 2024, December 31, 2023, respectively		25,000,000			25,000,000
SHAREHOLDER’S DEFICIT:
SHAREHOLDERS’ DEFICIT:
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of December 31, 2023, and 750,000,000 as of December 31, 2022: 183,941,422 shares issued and outstanding on December 31, 2023, and 172,694,837 as of December 31, 2022, respectively		184,000			173,000
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of December 31, 2024 and December 31, 2023: 183,949,923 shares issued and outstanding on December 31, 2024, and 183,941,422 as of December 31, 2023, respectively		184,000			184,000
Additional paid-in capital		1316,~~504~~171,000			1213,~~691~~504,000
Accumulated deficit		(4347,~~114~~087,000	)		(3643,~~252~~114,000	)
TOTAL SHAREHOLDERS’ DEFICIT		(2930,~~426~~732,000	)		(2329,~~388~~426,000	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ DEFICIT	$	42,~~717~~745,000		$	64,~~653~~717,000

The accompanying notes are an integral part of these consolidated financial statements.

F-3

TURNONGREEN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year Ended December 31,
	2023			2022
	2024			2023
Revenue	$	4,~~201~~912,000		$	54,~~522~~201,000
Cost of revenue		32,~~306~~790,000			3,~~504~~306,000
Gross profit		~~895~~2,122,000			2895,~~018,~~000
Operating expenses:
General and administration		3,~~705~~610,000			4,~~014~~123,000
Selling and marketing		1,~~446~~293,000			1,~~522~~446,000
Research and development		418,000			697,000
Write off EV assets		763,000			-
Total operating expenses		5,~~569~~666,000			65,~~233~~569,000
Operating loss		(43,~~674~~544,000	)		(4,~~215~~674,000	)
Other expense:
Interest expense, related party		~~160~~368,000			3160,000
Interest expense		-56,000			~~2,000~~-
Total other expense		~~160~~424,000			5160,000
Net loss		(4,834,000	)		(4,220,000	)
Loss before income tases		(3,968,000	)		(4,834,000	)
Preferred Dividends		(2,028,000	)		(639,000	)
Income tax provision		5,000			-
Net loss available to common shareholders	$	(6,862,000	)	$	(4,859,000	)
Net loss		(3,973,000	)		(4,834,000	)
Net loss per common share basic and diluted:	$	(0.04	)	$	(0.09	)
Preferred Dividends		-			(2,028,000	)
Weighted average common shares, basic and diluted		177,562,045			54,273,016
Net loss available to common shareholders	$	(3,973,000	)	$	(6,862,000	)
Net loss per common share basic and diluted:	$	(0.02	)	$	(0.04	)
Weighted average common shares, basic and diluted		183,944,607			177,562,045

The accompanying notes are an integral part of these consolidated financial statements.

F-4

TURNONGREEN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, January 1, 2023		172,694,837	$	173,000	$	12,691,000	$	(36,252,000	))	$	(23,388,000	)
Balance, January 1, 2024		183,941,422	$	184,000	$	13,504,000	$	(43,114,000	)	$	(29,426,000	)
Contribution from Parent		-		-		730,000		-			730,000
Common stock issued upon exercise of warrants		8,501		-		-		-			-
Fair value of warrants at issuance		-		-		39,000		-			39,000
Preferred dividends - forgiveness		-		-		2,667,000					2,667,000
Common stock issued upon conversion of convertible notes		11,241,370		11,000		44,000		-			55,000
Net loss		-		-		-		(3,973,000	)		(3,973,000	)
Common stock issued upon exercise of warrants		5,215		-		-		-			-
Balance, December 31, 2024		183,949,923	$	184,000	$	16,171,000	$	(47,087,000	)	$	(30,732,000	)
Preferred dividends		-		-		-		(2,028,000	)		(2,028,000	)
Net loss		-		-		-		(4,834,000	)		(4,834,000	)
Balance, December 31, 2023		183,941,422	$	184,000	$	13,504,000	$	(43,114,000	)	$	(29,426,000	)

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance, January 1, 2022		-	$	-	$	9,383,000	$	(31,393,000	)	$	(22,010,000	)
Balance, January 1, 2023		172,694,837	$	173,000	$	12,691,000	$	(36,252,000	)	$	(23,388,000	)
Contribution from Parent		-		-		3730,~~209,~~000		-			3730,~~209,~~000
Common stock assumed on acquisition of net assets		161,704,695		162,000		-		-			162,000
Fair value of warrants at issuance		-		-		39,000		-			39,000
Common stock issued upon conversion of promissory notes		10,990,142		11,000		99,000					110,000
Common stock issued upon conversion of convertible notes		11,241,370		11,000		44,000		-			55,000
Preferred dividends		-		-		-		(639,000	)		(639,000	)
Common stock issued upon exercise of warrants		5,215		-		-		-			-
Net loss		-		-		-		(4,220,000	)		(4,220,000	)
Preferred dividends		-		-		-		(2,028,000	)		(2,028,000	)
Balance, December 31, 2022		172,694,837	$	173,000	$	12,691,000	$	(36,252,000	)	$	(23,388,000	)
Net loss		-		-		-		(4,834,000	)		(4,834,000	)
Balance, December 31, 2023		183,941,422	$	184,000	$	13,504,000	$	(43,114,000	)	$	(29,426,000	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

TURNONGREEN, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

	For the Year Ended December 31,
Cash flows from operating activities:	~~2023~~2024			~~2022~~2023
Net loss	$	(63,~~862~~973,000	)	$	(46,~~859~~862,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		9394,000			5193,000
Amortization of right-of-use assets		~~528~~566,000			~~488~~528,000
Amortization of debt discount		~~89,000~~-			-89,000
Inventory adjustment		853,000			-
Write off EV assets		763,000				-
Allocation of parent company overhead		153,000			670,000
Inventory adjustment		270,000			853,000
Allocation of parent company overhead		-			153,000
Changes in operating assets and liabilities
Accounts receivable		56236,000			~~(395~~56,000	)
Prepaid expenses and other assets		(2988,000	)		1(29,~~136,~~000)
Inventory		~~403~~179,000			(1403,~~349,~~000	)
Accounts payable		(8985,000	)		~~508~~(89,000)
Accrued expenses and other current liabilities		(4866,000	)		1(48,~~382,~~000)
Dividends payable		~~2,028,000~~-			2,028,000
Operating lease liabilities		(516,000	)		(301,000	)
Operating lease and other liabilities		(561,000	)		(516,000	)
Net cash used in operating activities		(32,~~341~~665,000	)		(23,~~669~~341,000	)
Cash flows from investing activities:
Purchase of property and equipment		(42,000	)		(~~263~~42,000	)
Cash used in investing activities		(42,000	)		(~~263~~42,000	)
Cash flows from financing activities:
Proceeds from related party advances, net of payments		2,~~482~~713,000			522,482,000
Proceeds from contribution from parent		~~577,000~~-			2577,~~863,~~000
Proceeds from note payable, fees		~~250,000~~-			-250,000
Net cash provided by financing activities		32,~~309~~713,000			23,~~915~~309,000
Net decrease in cash and cash equivalents		~~(74~~6,000	)		(1774,000	)
Cash at beginning of period		9521,000			~~112~~95,000
Cash at end of period	$	2127,000		$	9521,000
Non-cash investing and financing activities
Recognition of new operating lease right-of-use assets and lease liabilities	$	-		$	1,905,000
Forgiveness of accrued dividends	$	2,667,000		$	-
Acquisition of net assets	$	-		$	214,000
Conversion of principal and interest on convertible note	$	-		$	55,000
Conversion of principal and interest on convertible note	$	55,000		$	110,000

The accompanying notes are an integral part of these consolidated financial statements.

F-6

TURNONGREEN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2023~~2024

1. DESCRIPTION OF BUSINESS

Overview

TurnOnGreen, Inc. ~~(formerly known as Imperalis Holding Corp.)~~, a Nevada ~~Corporation~~corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies Inc. (“TOGT,” and ortogether ~~collectively~~with Digital Power, the “Company”), is an emerging ~~electric~~provider ~~vehicle~~of ~~(“EV”) electrification~~premium ~~infrastructure~~power ~~solutions~~electronic and ~~premium~~electric ~~custom~~vehicle (EV) ~~power~~charging ~~products company~~solutions. The Company designs, develops, manufactures, and sells highly engineered, feature-rich, high-grade power conversion systems and power ~~system~~ solutions for mission-critical, ~~applications~~life-sustaining, and lifesaving applications across a variety of sectors, particularly ~~processes~~those ~~electronic~~operating ~~products~~in asdemanding ~~well~~and asharsh EVenvironments. ~~charging~~We ~~solutions~~serve toa ~~diverse~~broad ~~industries,~~range of markets, including defense and ~~sectors~~aerospace, ~~including~~medical and healthcare, industrial applications, telecommunications, e-Mobility, ~~medical~~and OEM solutions. Our products are highly adaptive, featuring customized firmware ~~military~~meticulously configured to meet the specific requirements and challenges of our customers’ applications. In addition, ~~telecommunications~~we provide comprehensive EV charging infrastructure and subscription-based charging network management services for residential, fleet, hospitality, workplace, healthcare, municipal, and ~~industrial~~educational environments including universities and schools.

TOG was incorporated in Nevada on April 5, 2005, and is a subsidiary of Ault Alliance, Inc. a Delaware corporation (the “Parent” or “Ault”) and currently operates as a reporting segment of Ault. On December 21, 2023, the Company changed its legal name from “Imperalis Holding Corp.” to “TurnOnGreen, Inc.” pursuant to a certificate of amendment to its Articles of Incorporation filed with the Nevada Secretary of State on December 21, 2023. 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 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is www.turnongreen.com.

Recapitalization and Reorganization

On March 20, 2022, Ault and TOG entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, Inc., a Nevada corporation (“TOGI”), a then wholly owned subsidiary of the Parent. Pursuant to the Agreement, at the Closing, which occurred on September 6, 2022, the Parent delivered to TOG all of the outstanding shares of common stock of TOGI held by the Parent in consideration for the issuance by TOG to the Parent (the “Acquisition”) of an aggregate of 25,000 newly designated shares of Series A Preferred Stock (the “Series A Preferred Stock”), with each such share having a stated value of $1,000. The Series A Preferred Stock has an aggregate liquidation preference of $25 million, is convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at the Parent’s option, is redeemable by the Parent, and entitles the Parent to vote with the Common Stock on an as-converted basis.

Immediately following the Acquisition, TOGI became a wholly owned subsidiary of TOG, and subsequent thereto, TOGI was merged with and into TOG, pursuant to which TOGI ceased to exist. The acquisition was treated as an asset acquisition and the equity of the Company was retroactively restated for the conversion of 1,000 shares for 25,000 shares of preferred stock upon completion of the Acquisition.

Pursuant to Accounting Standards Codification (“ASC”) 250-10 and ASC 805-50, the Acquisition was recognized prospectively for all periods. While TOG was deemed to be the legal acquirer of TOGI, TOGI was considered the acquiror and predecessor for accounting and financial reporting purposes and, therefore, was deemed to be the receiving entity and is presented on a stand-alone basis for all periods. The accompanying financial statements have been prospectively updated as a result of the asset acquisition under common control, which was completed on September 6, 2022.

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of the Company and its subsidiaries, and all intercompany transactions have been eliminated in consolidation. All significant intercompany accounts have been eliminated in consolidation.

Accounting Estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include net realizable inventory value and useful lives of asset.

F-7

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1: Identify the contract with the customer,

Step 2: Identify the performance obligations in the contract,

Step 3: Determine the transaction price,

Step 4: Allocate the transaction price to the performance obligations in the contract, and

Step 5: Recognize revenue when the company satisfies a performance obligation.

The Company recognizes revenue primarily from four different types of contracts:

Product sales and installation - The Company generates revenues from the sale of its products through a direct and indirect sales force and primarily receives fixed consideration for sales of products. Some contracts contain a combination of product sales with a service such as installation of the products, which is expected to be performed in the near term. Such services are distinct and accounted for as separate performance obligations. For sales, the Company’s performance obligations to deliver products are satisfied at the point in time when products are shipped to the customer, which is when the customer obtains control over the goods. The installation service on these types of contracts is usually completed within six to twelve weeks.

F-7

The Company recognizes installation service revenue over time using the cost-to-cost measure of progress, which measures an installation obligation’s progress toward completion based on the ratio of actual contract costs incurred to date to the Company’s estimated costs at completion. Significant judgment may be required by management in the cost estimation process for these contracts, which is based on the knowledge and experience of the Company’s project managers, subcontractors and financial professionals. Total estimated costs to complete projects include direct labor, material, permits and subcontractor costs.

The Company also provides standard assurance warranties on product functionality, which are not separately priced or considered material.

Some of the Company’s contracts with distributors include stock rotation rights after six months for slow-moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant.

· Network fees - Represents a stand-ready obligation whereby the Company is obligated to perform over a period of time and, as a result, revenue is deferred and recognized on a straight-line basis over the contract term for annual contracts. Network agreements can also be billed per charging session in accordance with a contractual relationship between the Company and the owner of the station and, as a result, revenue is recognized when a particular charging session is complete.

· Charging service revenue - company-owned charging stations - Revenue is recognized at the point when a particular charging session is completed.

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

Sales Tax Collected from Customers

As a part of the Company’s normal course of business, sales taxes are collected from customers in accordance with local regulations. Sales taxes collected are remitted, in a timely manner, to the appropriate governmental tax authority on behalf of the customer. The Company’s policy is to present revenue and costs net of sales taxes.

F-8

Deferred Revenue

Deferred revenue consists of billings on contracts where performance has commenced, and payments have been received in advance of revenue recognition. Deferred revenue is recognized in revenue as the related revenue recognition criteria are met.

Asset Retirement Obligations

The Company has determined that it is obligated by contractual or regulatory requirements to remove facilities or perform other remediation upon retirement of certain assets. Determination of the amounts to be recognized in our consolidated financial statements is based upon numerous estimates and assumptions, including expected settlement dates, future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates. These estimates and assumptions are very subjective. In addition, there are other external factors which could significantly affect the ultimate settlement costs or timing for these obligations, including changes in environmental regulations and other statutory requirements and fluctuations in industry costs. As a result, the Company’s estimates of asset retirement obligations are subject to revision due to the factors described above. Changes in estimates prior to settlement result in adjustments to both the liability and related asset values.

Asset retirement obligations represent the present value of the estimated costs to remove the commercial charging stations and restore the sites to the condition prior to installation. The Company reviews estimates of removal costs on an ongoing basis.

Cash and Cash Equivalents

The Company’s cash is maintained in checking accounts with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, the Company had cash of $2127,000 and $9521,000, respectively. The Company has not experienced any losses on deposits of cash and cash equivalents.

Accounts Receivable and Allowance for Credit Losses

The Company’s receivables are recorded when invoiced and represent claims against third parties that will be settled in cash. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts under the current expected credit loss impairment model and discloses the net amount of the financial instrument expected to be collected. The Company estimates the allowance for credit losses based on an ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due.

Leases

The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recognized as Right-of-use (“ROU”) assets, Operating lease liability, current, and Operating lease liability, non-current on the consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In certain of the lease agreements, the Company receives rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. The Company elected the practical expedient in ASC 842 and does not separate lease and non-lease components for any of its leases.

F-8

Inventory

Inventories, inclusive of raw materials and finished goods, are valued at the lower cost or net realizable value after using the first-in, first-out method. Management compares the cost of inventory with the net realizable value and adjustments are made for writing down inventory to net realizable value, if lower.

The Company periodically assesses its inventories valuation with respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off.

F-9

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of the cost and accumulated depreciation are removed from the related accounts and any resulting gain or loss is included in the results of operations for the respective period.

Warranty

The Company offers a warranty period for all its manufactured products to function free from defects in material and workmanship under normal use and service for one to two years on most products and up to five years for rugged power products for the defense and aerospace markets. For the Company’s electric vehicle supply equipment product line, the Company offers up to a three-year extended warranty beyond the manufacturing warranty period, although not considered material to its revenue stream. The Company also provides end user technical support for up to fifteen (15) years on many of its products that have long lifetimes. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, the sector product being used, historical rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability.

Litigation

The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when it considers it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Income Taxes

The Company determines its income taxes under the asset and liability method in accordance with ASC No. 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period that includes the enactment date.

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements.

F-9

Impairment of Long-lived Assets

The Company analyzes its long-lived assets for potential impairment at least annually or when changes in circumstances indicate a possibility of impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value.

Segments

The Company determined that its two primary brands constitute its two operating segments. However, the Company’s operating segments continue to be aggregated into one reportable segment based on the similarity in economic characteristics, other qualitative factors and the objectives and principles of ASC 280, Segment Reporting.

F-10

Receivables and Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables.

Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses.

Preferred Shares

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

New Accounting Guidance – Recently Adopted

~~The~~On November 27, 2023, the FASB issued ASU No. ~~2016~~ 2023-1307, ~~Financial Instruments~~Segment -Reporting ~~Credit Losses~~ (Topic ~~326~~280): inImprovements ~~2016.~~to ~~The~~Reportable ~~new~~Segment ~~guidance~~Disclosures. ~~replaces~~ASU ~~the~~2023-07 ~~incurred~~is ~~loss~~designed ~~impairment~~to ~~approach~~improve inthe ~~legacy GAAP~~reportable ~~with~~segment adisclosure ~~methodology~~requirements, ~~that~~primarily ~~reflects~~through ~~future~~enhanced ~~credit~~disclosures ~~losses~~about ~~and~~significant ~~requires~~segment ~~consideration~~expenses ofthat aare ~~broader~~regularly ~~range of reasonable and supportable information~~provided to ~~inform~~the ~~credit~~chief ~~loss~~operating ~~estimates~~decision maker. ~~For~~The ~~trade~~new ~~and~~standard ~~other~~is ~~receivables,~~effective ~~loans~~for ~~and other financial instruments,~~ the Company isfor ~~required to use a forward-looking expected loss model rather than~~ the ~~incurred loss model for recognizing credit losses, which reflects losses that are probable. The guidance is effective for~~ fiscal ~~years~~year beginning after ~~December~~ 15, ~~2019.~~December ~~In November 2019~~2023, ~~the FASB issued ASU 2019-10,~~ ~~Financial Instruments—Credit Losses (Topic 326), Derivatives~~ and ~~Hedging~~interim ~~(Topic~~periods ~~815),~~within ~~and Leases (Topic 842), which pushes back the effective date for public business entities that are smaller reporting companies, as defined by the SEC, to~~ fiscal years beginning after ~~December~~ 15, ~~2022~~December 2024. The Company adopted ASU No. ~~2016~~2023-~~13,~~07 ~~Financial~~during ~~Instruments~~the -fiscal ~~Credit~~year ~~Losses~~ended December ~~(Topic~~31, ~~326) as of January 1~~2024, ~~2023,~~ and the adoption ~~had~~did nonot ~~impact~~result onin ~~our~~any ~~condensed~~material changes to the consolidated financial statements.

F-11

Recent Accounting Pronouncements not yet Adopted

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement may affect the Company’s financial reporting, the Company undertakes an analysis to determine any required changes to its Consolidated Financial Statements.

In December 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (ASU 2024-03). ASU 2024-03 requires disclosure of specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information to help financial statement users (a) better understand the Company’s performance, (b) better assess the Company’s prospects for future cash flows, and (c) compare the Company’s performance over time and with that of other entities. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the impact that this guidance will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which intends to enhance the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company for annual periods beginning after December 15, 2024, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

On November 27, 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. The new standard is effective for the Company for its fiscal year beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

F-11

3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided sufficient cash flows. The Company believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant deliveries of its products. The Company’s inability to continue as a going concern could have a negative impact on the Company, including its ability to obtain needed financing, and could adversely affect the trading price of the Company’s common stock. These factors create substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date that the Company’s audited consolidated Financial Statements are issued. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements.

The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-12

4. REVENUE DISAGGREGATION

The Company’s disaggregated revenues consisted of the following:

Schedule of disaggregated revenues
	For the Year Ended December 31,
	2023		2022
	2024		2023
Primary Geographical Markets
North America	$	34,~~771~~839,000	$	43,~~514~~771,000
Europe		2949,000		~~115~~29,000
Other		~~401~~24,000		~~893~~401,000
Total Revenue	$	4,~~201~~912,000	$	54,~~522~~201,000
Major Goods
Power supply units	$	34,~~854~~501,000	$	53,~~214~~854,000
EV chargers		~~347~~411,000		~~308~~347,000
Total Revenue	$	4,~~201~~912,000	$	54,~~522~~201,000
Timing of Revenue Recognition
Revenue recognized over time	$	1647,000	$	2216,000
Goods transferred at a point in time		4,~~185~~865,000		54,~~500~~185,000
Total Revenue	$	4,~~201~~912,000	$	54,~~522~~201,000

The Company’s related party sales consisted of the following:

Schedule of related party sales
	For the Year Ended December 31,
	2023		2022
	2024		2023
Related Party
Subsidiaries of Ault	$	14,000	$	26,000
Subsidiaries of Hyperscale	$	28,000	$	14,000
Entities Ault holds an investment interest in		-		1,000
Total Revenue	$	14,000	$	27,000

The following table provides the percentage of total revenue attributable to a single customer from which 10% or more of total revenue is derived:

Schedule of concentration

For the Year Ended

December 31, 2023

December 31, 2022

December 31, 2024

December 31, 2023

Total Revenue

Percentage of

Total Revenue

Percentage of

by Major

Total Company

by Major

Total Company

Customers

Revenue

Customer

Revenue

Customer A

~~769~~1,721,000

1835

~~935~~769,000

1718

Customer B

~~476,000~~-

11-

476,000

5. TRADE RECEIVABLES

As of December 31, 2023, and 2022, the Company had related party receivables of $0 and $25,000, respectively. As of December 31, 2023, receivables from three customers made up 64% of the Company’s receivables. As of December 31, 2022, five customers made up 64% of the outstanding receivables with two customers being the same customers as referred to with respect to the December 31, 2023, concentration.


	For the Year Ended					For the Year Ended
	December 31, 2024					December 31, 2023
	Trade Receivables		Percentage of			Total Receivables		Percentage of
	by Major			Total Trade		by Major		Total Trade
	Customer		Receivables			Customer		Receivables
Customer A	$	346,000		47	%	$	342,000		35	%
Customer C	$	91,000		12	%	$	179,000		18	%

Related party receivables

As of December 31, 2024, and 2023, the Company had related party receivables of $17,000 and $0, respectively.

F-13

Schedule percentage of total trade receivables
	For the Year Ended					For the Year Ended
	December 31, 2023					December 31, 2022
	Trade Receivables		Percentage of			Total Receivables		Percentage of
	by Major		Total Trade			by Major		Total Trade
	Customer		Receivables			Customer		Receivables
Customer A	$	342,000		35	%	$	199,000		19	%
Customer B	$	-		-	%	$	111,000		11	%
Customer C	$	179,000		18	%	$	-		-
Customer D	$	-		-	%	$	169,000		17	%

6. WRITE OFF EV RELATED ASSETS

6During the year ended December 31, 2024, the Company determined that the EV charging business was not performing to expectations and that little to no revenue growth in that business is expected in the immediate future. ~~PROPERTY~~The ~~AND~~Company ~~EQUIPMENT~~determined that based on this further investment in the EV charging business would be minimal and that recoverability of investments in assets specific to the EV charging business would not be realized. This resulted in a write off of approximately $763,000 to prepaid and fixed assets related to the EV business for the year ended December 31, 2024.

AsThe ofexpenses ~~December~~totaling ~~31,~~approximately ~~2023~~$763,000 ~~and~~are recorded ~~2022,~~on ~~property~~the ~~and equipment~~Write ~~consisted~~off EV assets line of the ~~following:~~ Consolidated statements of operations for the year ended December 31,2024.

Schedule of property and equipment
	December 31, 2023			December 31, 2022
Machinery and equipment	$	649,000		$	667,000
Leasehold improvements, furniture and equipment		217,000			207,000
EV chargers		141,000			115,000
		1,007,000			989,000
Less: accumulated depreciation and amortization		(649,000	)		(663,000	)
Property and equipment, net	$	358,000		$	326,000

7. PROPERTY AND EQUIPMENT

~~Depreciation~~As ~~and~~of ~~amortization~~December ~~expense~~31, ~~related to~~2024, ~~property~~ and ~~equipment was $63~~2023,~~000~~ property and equipment ~~$51,000~~consisted ~~for~~of the ~~years ended December 31, 2023, and 2022, respectively.~~following:

Schedule of property and equipment
	December 31, 2024			December 31, 2023
Machinery and equipment	$	648,000		$	649,000
Leasehold improvements, furniture and equipment		221,000			217,000
EV chargers		-			141,000
		869,000			1,007,000
Less: accumulated depreciation and amortization		(715,000	)		(649,000	)
Property and equipment, net	$	154,000		$	358,000

Depreciation and amortization expense related to property and equipment was $94,000 and $63,000 for the years ended December 31, 2024, and 2023, respectively.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates:

Schedule of property and equipment net
Schedule of estimated useful lives of the assets
		Useful Lives
Asset		(In Years)
Computer software and office and computer equipment		3 - 5
Machinery and equipment, automobiles, furniture, and fixtures		3 - 15
Leasehold improvements		Over the term of the lease or the life of the asset, whichever is shorter

78. INVENTORIES

As of December 31, ~~2023~~2024, and ~~2022~~2023, inventories consisted of:

Schedule of inventories
	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Finished products	$	~~878~~416,000	$	1878,~~807,~~000
Raw materials, parts and supplies		~~461~~474,000		~~788~~461,000
Total inventories	$	1890,~~339,~~000	$	21,~~595~~339,000

89. ~~LEASES~~LAWSUIT LIABILITY

~~Office~~Gordon ~~and~~v. ~~Warehouse~~Digital ~~Leases~~Power Corporation

~~During~~On ~~the~~or ~~year~~about ~~ended~~November ~~December 31~~21, ~~2023~~2019, the ~~Company~~plaintiff-William Gordon, ~~was~~filed a ~~lessee~~complaint asagainst ~~well~~defendant, asDPC, aalleging ~~sublessor~~wrongful ~~for~~termination aand ~~certain~~disability ~~office~~discrimination. ~~space~~The ~~lease~~arbitration was conducted during October 2022. NoAside ~~residual~~from ~~value~~the ~~guarantees~~opening ~~have~~and ~~been~~responding ~~provided~~trial bybriefs, the ~~sublessee~~arbitrator requested additional briefing on two subjects, undisclosed ~~and~~principal ~~the~~liability, ~~Company~~and ~~recognized~~disclosed ~~$84~~principal liability,~~000~~ both of ~~income~~which ~~related~~were tosubmitted. In May 2023 the ~~sublease.~~arbitrator ~~Fixed~~entered ~~sublease~~a ~~payments~~final ~~received~~award against ~~are~~the ~~recognized~~Company onand ain ~~straight-line basis~~favor ~~over~~of Mr. Gordon in the ~~sublease~~amount ~~term~~of ~~and~~$1.1 ~~netted~~million ~~against~~inclusive ~~operating~~of ~~lease~~interest, legal fees, administrative fees and expenses. Interest accrues at 10% per annum.

The Company has recorded a lawsuit liability of $1.1 million for this judgement as of December 31, 2024, and 2023 in the consolidated balance sheets. Interest expense related to the liability was $56,000 for the year ended December 31, 2024.

F-14

~~The Company leases offices and warehouse space under operating leases requiring periodic payments~~10. ~~The following table provides a summary of leases by balance sheet category as of December 31, 2023, and 2022:~~ LEASES

Summary of leases by balance sheet category
	December 31, 2023		December 31, 2022
Operating right-of-use assets	$	1,133,000	$	1,661,000
Operating lease liability – current		619,000		561,000
Operating lease liability – non-current		631,000		1,251,000

Office and Warehouse Leases

~~The~~During ~~components~~the ofyears ~~lease~~ended ~~expenses~~December ~~recorded~~31, ~~within~~2024, and ~~operating~~2023, ~~expenses on~~ the Company's ~~condensed~~was ~~consolidated~~a ~~statements~~lessee ofas ~~operations~~well as a sublessor for a certain office space lease. No residual value guarantees have been provided by the sublessee. For the years ended December 31, 2024, and 2023, the Company recognized income related to the sublease of $91,000 and $84,000, ~~2022~~respectively. The sublease expired November 30, ~~were~~2024. Fixed sublease payments received are recognized on a straight-line basis asover ~~follows:~~the sublease term and netted against operating lease expenses.

Schedule of lease cost
	December 31,
	2023			2022
Operating lease costs	$	623,000		$	648,000
Less: Sublease income		(84,000	)		-
Total	$	539,000		$	648,000

The Company leases offices and warehouse space under operating leases requiring periodic payments. The following table provides a summary of leases by balance sheet category as of December 31, 2024, and 2023:

The following tables provides a summary of other information related to leases for the year ended December 31, 2023:


	December 31, 2024		December 31, 2023
Operating right-of-use assets	$	567,000	$	1,133,000
Operating lease liability – current		581,000		619,000
Operating lease liability – non-current		50,000		631,000

Summary of other information related to leases
	December 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:		-
Operating cash flows related to operating leases	$	682,000
Right-of-use assets obtained in exchange for new operating lease liabilities		-
Weighted-average remaining lease term – operating leases		2.0 years
Weighted-average discount rate – operating leases		8	%

The components of lease expenses recorded within operating expenses on the Company’s consolidated statements of operations for the years ended December 31, 2024, and 2023, were as follows:

Payments due by period of lease liabilities under the Company’s non-cancellable operating leases as of December 31, 2023, were as follows:

Schedule of lease cost
	December 31,
	2024			2023
Operating lease costs	$	649,000		$	623,000
Less: Sublease income		(91,000	)		(84,000	)
Total	$	558,000		$	539,000

Schedule of non cancellable operating leases
2024	$	693,000
2025		609,000
2026		51,000
Total lease payments		1,353,000
Less interest		(103,000	)
Present value of lease liabilities	$	1,250,000

The following tables provides a summary of other information related to leases for the year ended December 31, 2024:

9. RELATED PARTY TRANSACTIONS


	December 31, 2024
Cash paid for amounts included in the measurement of lease liabilities:		-
Operating cash flows related to operating leases	$	702,000
Right-of-use assets obtained in exchange for new operating lease liabilities		-
Weighted-average remaining lease term – operating leases		1.1 years
Weighted-average discount rate – operating leases		8	%

~~The~~Payments ~~Company~~due isby aperiod ~~subsidiary~~ of ~~Ault~~lease ~~Alliance,~~liabilities under ~~Inc.~~the ~~(“Ault”~~Company’s ornon-cancellable ~~“AAI”),~~operating ~~and~~lease as aof ~~result~~December ~~AAI~~31, is2024, ~~deemed~~were aas ~~related party.~~follows:


2025	$	609,000
2026		51,000
Total lease payments		660,000
Less interest		(29,000	)
Present value of lease liabilities	$	631,000

11. RELATED PARTY TRANSACTIONS

The Company is a subsidiary of Hyperscale Data, Inc. (“Hyperscale”), and as a result Hyperscale is deemed a related party.

Allocation of General Corporate Expenses

~~Ault~~Hyperscale provides human resources, accounting and other services to the Company, which are included as allocations of these expenses. The allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied. ~~Costs~~ Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $~~642~~401,000 and $~~670~~642,000 for the fiscal year end December 31, ~~2023~~2024, and ~~2022~~2023, respectively. As of December 31, 2024, and 2023, $~~154~~401,000 and $~~670~~488,000, ~~of these costs~~ respectively were recorded asin ~~Contribution from~~Hyperscale ~~Parent~~advance inpayable. ~~the~~As ~~statement~~ of ~~stockholders’~~December ~~equity. The~~31, ~~remaining~~2023, $~~488~~153,000 ~~for~~was ~~the~~recorded ~~fiscal~~as ~~year~~Contribution ~~ended~~from ~~December~~Parent ~~31,2023~~in ~~was~~the statement ~~recorded~~of aschanges ~~Ault~~in ~~advance~~shareholders’ ~~payable~~deficit.

~~Ault has made capital contributions to the Company of $576,000 and $2,539,000 for general corporate purposes.~~ Total Contributions from Parent are $~~730,000~~0 and $3730,~~209,~~000 for the period ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively.

F-15

Related Party Sales and Receivables

The Company recognized $1428,000 and $2714,000 in revenue in the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively, from sales to another subsidiary of ~~Ault or businesses that Ault holds an investment in~~Hyperscale. As of December 31, ~~2023~~ 2024, and ~~2022~~2023, the Company had related party receivables of $017,000 and $250,~~000,~~ respectively.

Related Party Notes and Advances Payable

Related party notes and advances payable were used for working capital purposes and on December 31, ~~2023~~2024, and ~~2022~~2023, were comprised of the following:

Schedule of related party notes payable
Schedule of related party notes and advances payable
	Interest rate	Due date	December 31, ~~2023~~2024		December 31, ~~2022~~2023
Ault advance payable	10%	-	$	2,407,000	$	-
Hyperscale advance payable	10%	-	$	5,118,000	$	2,407,000
Chief Executive Officer	14%	Default		5146,000		2551,000
Non-officer June and September 2023 advance payable	-	-		14,000		13,000
Non-officer advance payable	-	-		21,000		14,000
Officer December 2022 advance payable	-	-				14,000
Total related party notes and advances payable			$	5,185,000	$	2,472,000
Total related party notes and advances payable			$	2,472,000	$	52,000

~~During~~On ~~June~~September ~~2023~~26, ~~AAI~~2024, ~~and~~The ~~the~~ Company’s entered into ~~management~~an ~~determined~~Amendment ~~that~~to ~~all~~the ~~allocations~~Loan and ~~capital~~Security ~~funding~~Agreement ~~provided~~(the to“Amendment”) uswith byHyperscale ~~AAI~~dated ~~beginning~~August ~~April 1~~15, 2023, ~~would~~(the ~~be repaid, and treated~~“Credit asAgreement”). aThe ~~related~~Credit ~~party~~Agreement ~~note~~provided ~~payable.~~for Ona ~~August 15~~secured, ~~2023,~~non-revolving ~~the~~credit ~~Company~~facility ~~entered~~with ~~into~~an aaggregate ~~loan~~principal ~~and~~amount ~~security~~of ~~agreement~~up to $2,000,000 (the “~~security~~Credit ~~agreement~~Limit”) ~~with~~ ~~AAI~~through inDecember ~~relation~~31, to2023 (the ~~June~~“Credit ~~30,~~Termination ~~2023,~~Date”). ~~outstanding~~All ~~Ault~~loans ~~advance~~under the ~~payable~~Credit ofAgreement ~~$701~~(collectively,~~000.~~ ~~The~~the ~~related~~“Advances”) ~~party~~were ~~note~~ payable ~~accrues~~within ~~interest of~~five ~~10%,~~business ~~has~~days noof ~~fixed~~a ~~terms~~request ofby ~~repayment~~Hyperscale, and Hyperscale iswas ~~recorded~~not asobligated ~~related~~to ~~party~~provide ~~notes~~any ~~and~~further ~~advances~~Advances ~~payable~~after the Credit Termination Date.

~~The~~Pursuant ~~Company~~to ~~recorded~~the ~~related~~Amendment, ~~party~~the ~~interest~~Company ~~expense~~and Hyperscale ofhave ~~$160~~agreed to,~~000~~ ~~and~~among other things, amend the Credit Agreement to increase the Credit Limit to $08,000,000, ~~for~~extend the ~~years~~Credit ~~ended~~Termination Date to December 31, ~~2023~~2026, and ~~2022,~~provide ~~respectively~~for additional loans made in ~~interest~~excess ~~expense,~~of ~~related~~the ~~party~~initial Credit Limit to become Advances.

~~Accounts~~During ~~Payable~~June –2023, ~~Related~~Hyperscale ~~Party~~and the Company’s management determined that all allocations and capital funding provided to us by Hyperscale beginning April 1, 2023, would be repaid, and treated as a related party note payable. On August 15, 2023, the Company entered into a loan and security agreement (the “security agreement”) with Hyperscale in relation to the June 30, 2023, outstanding Hyperscale advance payable of $701,000. The related party note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

The Company isrecorded arelated ~~majority~~party ~~owned~~interest ~~subsidiary of~~expense ~~Ault.~~of ~~During~~$368,000 and $160,000 for the ~~year~~years ended December 31, ~~2022~~2024, ~~Ault~~and ~~made vendor payments on behalf of TOG amounting to $28~~2023,~~000.~~ ~~This~~respectively ~~intercompany balance due to Ault is reflected~~ in ~~accounts~~interest ~~payable as of December 31~~expense, ~~2022~~related party.

1012. ~~STOCK~~INCOME ~~BASED COMPENSATION~~TAXES

The ~~Company~~following ~~has~~is a ~~2023~~geographical ~~Stock~~breakdown ~~Incentive~~of ~~Plan pursuant~~loss tobefore ~~which~~the ~~100,000,000~~provision ~~shares~~for ~~are~~income ~~reserved~~tax, for ~~issuance.~~the Asyears ofended December 31, ~~2023~~2024, noand ~~shares had been issued under the plan~~2023.

11. CONVERTIBLE NOTES PAYABLE


	2024			2023
Pre-tax loss
U.S. Federal	$	(3,968,000	)	$	(4,834,000	)
Foreign		-			-
Total	$	(3,968,000	)	$	(4,834,000	)

Convertible notes payable as of December 31, 2023, and 2022, were comprised of the following:

Schedule of convertible notes payable
	Conversion price per share		Interest rate	Due date	December 31, 2023		December 31, 2022
Opportunity fund convertible notes payable	$	0.005	10%	January 14, 2024	$	-	$	45,000
Total convertible notes payable					$	-	$	45,000

F-16

The Company had convertible promissory notes payable to Opportunity Fund, LLC in the principal amount of $45,000 (the “Note”). The Note allowed for advances up to the maximum amount of $75,000. The principal, together with any accrued but unpaid interest on the amount of principal, was convertible upon request by the noteholder.

On July 12, 2023, the Company’s convertible promissory note payable to Opportunity Fund, LLC in the amount of $44,000 of principal and accrued interest of $11,000 were converted into 11,241,370 shares of common stock at the Opportunity Fund’s option at a conversion price of $0.005 per share.

As of December 31, 2022, the convertible notes payable had accrued interest of $9,000.

12. NOTES PAYABLE

The Company borrowed $250,000 and issued a promissory note to FAR Holdings International, LLC (the “Investor”) in the principal face amount of $300,000 and bears no interest. The Company also issued the Investor warrants (the “Warrants”) to purchase an aggregate of 1,000,000 shares of common stock, par value of $0.001 per share (the “Warrant Shares”).

As of December 31, 2023, the promissory note was terminated and the principal balance as well as the accrued default fees of $52,000 was recorded as related party notes and advances payable.

The Warrants entitle the holder to purchase shares of common stock for a period of five years from the date of issuance at an exercise price of $0.044 per share, subject to adjustment and vested immediately. The exercise price of each Warrant is subject to adjustment for customary stock splits, stock dividends, combinations, or similar events.

The proceeds from the sale of the promissory note and warrants were allocated based on their relative stand-alone fair values The fair value of the Warrants was determined on a stand-alone basis as $53,000 and was measured using the Black-Scholes option pricing model utilizing the assumptions in the table below. $39,000 allocated to the warrants was accounted for as paid in capital and debt discount amortized using the effective rate of interest over the life of the promissory note.

Schedule of assumptions
Term		5 years
Exercise Price	$	0.044
Volatility		271	%
Risk-free interest rate		3	%
Expected dividend yield		-

13. INCOME TAXES

The Company filed its tax returns as part of its shareholder’s consolidated federal and state income tax filings. The Company deconsolidated during 2023 and will start filing its own consolidated federal and state income tax returns. The estimated deferred tax assets and tax liabilities is based on if the Company had filed on a stand-alone basis and not as part of a consolidated return. The following is a geographical breakdown of loss before the provision for income tax, for the years ended December 31, 2023, and 2022.

Schedule of loss before provision for income tax
	2023			2022
Pre-tax loss
U.S. Federal	$	(4,834,000	)	$	(4,220,000	)
Foreign		-			-
Total	$	(4,834,000	)	$	(4,220,000	)

The federal and state income tax (provision) benefit is summarized as:

Schedule of federal and state income tax (provision) benefit
	2023		2022
	2024		2023
Current
U.S. Federal	$	-	$	-
U.S. State		-5,000		-
Foreign		-		-
Total current provision		-5,000		-
Deferred
U.S. Federal		-		-
U.S. State				-
Foreign		-		-
Total deferred provision (benefit)		-		-
Total provision (benefit) for income taxes	$	-5,000	$	-

F-1716

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes and (b) operating losses and tax credit carryforwards. Significant components of the Company’s deferred taxes as of December 31 were as follows:

Schedule of deferred tax assets and liabilities
	2023			2022
	2024			2023
Deferred tax asset:
Net operating loss	$	67,~~558~~396,000		$	6,~~037~~558,000
Intangible asset basis		~~118~~113,000			~~132~~118,000
Deferred rent liability		~~349~~177,000			~~507~~349,000
Inventory adjustments		~~352~~375,000			~~148~~352,000
R&D capitalization		~~201~~102,000			~~144~~201,000
Asset retirement obligation		47,000			14,000
Settlement liability		~~267~~298,000			~~161~~267,000
Accrued warranty		1413,000			1214,000
Accrued salaries		6569,000			-65,000
Deferred revenue		1235,000			-12,000
Total deferred tax asset		7,940,000			7,142,000
Accrued interest		122,000			-
Total deferred tax asset		8,707,000			7,940,000
Deferred tax liability:
ROU assets		(~~316~~159,000	)		(~~465~~316,000	)
Fixed asset basis		(9790,000	)		(6597,000	)
Total deferred income tax liabilities		(~~413~~249,000	)		(~~530~~413,000	)
Net deferred income tax assets		78,~~528~~458,000			67,~~591~~527,000
Valuation allowance		(78,~~528~~458,000	)		(67,~~612~~527,000	)
Deferred tax asset (liability), net	$	-		$	-

Events which may restrict utilization of a company’s net operating loss and credit carryforwards include, but are not limited to, certain ownership change limitations as defined in Internal Revenue Code Section 382 and similar state provisions. In the event the Company has had a change of ownership, utilization of carryforwards could be restricted to an annual limitation. The annual limitation may result in the expiration of net operating loss carryforwards before utilization. The Company has not undertaken a study to determine if its net operating losses are limited. In the event the Company previously experienced an ownership change, or should experience an ownership change in the future, the amount of net operating loss carryovers available in any taxable year could be limited and may expire unutilized. The impact of any such limitations or expirations would not have a material impact on the financials since all the deferred tax assets for the Company’s attributes are fully offset by a valuation allowance.

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

The valuation allowance increased by $~~915~~803,000, and $1915,~~161,~~000 during the years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. Net operating losses and tax credit carryforwards as of of December 31, ~~2023~~2024, and ~~2022~~2023 were as follows:

Schedule of net operating losses and tax credit carryforwards
	2023 Amount		Expiration Years
	2024 Amount		Expiration Years
Net operating losses, federal (Post December 31, 2017)	$	1216,~~724~~359,000	Do Not Expire
Net operating losses, federal (Pre-January 1, 2018)		109,~~169~~263,000	~~2022~~2024 to 2037
Net operating losses, state		2528,~~095~~641,000	2029 to 2041

	2022 Amount		Expiration Years
	2023 Amount		Expiration Years
Net operating losses, federal (Post December 31, 2017)	$	1012,~~378~~724,000	Do Not Expire
Net operating losses, federal (Pre-January 1, 2018)		1110,~~185~~169,000	~~2022~~2023 to 2037
Net operating losses, state		2125,~~597~~095,000	2029 to 2041

F-1817

The effective tax rate of the Company’s provision (benefit) for income taxes as of December 31, ~~2023~~2024, and ~~2022~~2023 differed from the federal statutory rate as follows:

Schedule of effective income tax rate reconciliation
	2023			2022
	2024			2023
Statutory Rate		21.00	%		21.00	%
State Tax		67.7467	%		6.98	%
Permanent Differences		(02.3519	)%		(0.57	)%
Changes in VA		(1822.9418	)%		(28.06	)%
NOL Expiration		(35.9325	)%		0.00	%
Prior Year True-ups		(40.5228	)%		0.65	%
Total		(0.0013	%		0.00	%

The Company’s statute of limitations remains open for various taxable years in various U.S. federal and California jurisdictions.

1413. LOSS PER SHARE

In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company excluded the potential common stock equivalents outstanding from the calculation of diluted weighted average net loss per share for each of the years ended December 31, ~~2023~~2024, and ~~2022~~2023, which would be anti-dilutive due to the net loss from continuing operations in those periods.

Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consisted of the following as of December 31, ~~2023~~2024, and ~~2022~~2023:

Schedule of anti dilutive securities excluded from computation of earnings per share
	December 31,
	2023		2022
	2024		2023
Warrants		~~116~~140,~~010~~955,~~720~~729		-116,010.720
Convertible notes		-		~~10,736,066~~-
Convertible preferred stock		251,250,000,000		251,250,000,000
Total		~~141~~1,~~010~~390,~~720~~955,729		351,~~736~~366,~~066~~010,720

1514. COMMITMENTS AND CONTINGENCIES

Litigation Matters

The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as additional information becomes available. Significant judgment is required to determine both the likelihood of there being a loss, and the estimated amount of a loss related to such matters.

Gordon v. Digital Power Corporation

On or about November 21, 2019, the plaintiff-William Gordon, filed a complaint against defendant, DPC, alleging wrongful termination and disability discrimination. The arbitration was conducted during October 2022. Aside from the opening and responding trial briefs, the arbitrator requested additional briefing on two subjects, undisclosed principal liability, and disclosed principal liability, both of which were submitted. In May 2023 the arbitrator entered a final award against the Company and in favor of Mr. Gordon in the amount of $1.1 million inclusive of interest, legal fees, administrative fees and expenses.

F-19

The Company had accrued liabilities of $1.1 million and $0.7 million for legal matters that were contingencies as of December 31, 2023, and 2022, respectively.

With respect to the Company’s outstanding litigation matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

F-18

Non-cancelable Obligations

In the normal course of business, the Company enters non-cancelable obligations with certain parties to purchase services, such as technology equipment and subscription-based cloud service arrangements. As of December 31, ~~2023~~2024, and ~~2022~~2023, the Company had outstanding non-cancelable purchase obligations with terms of one year or longer aggregating $3618,000 and $036,000, respectively.

1615. SHAREHOLDERS’ DEFICIT

Authorized Capital

The Company is authorized to issue 2 billion (2,000,000,000) shares of common stock, par value $0.001 per share and ~~ten~~fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, of which twenty-five thousand shares (25,000) have been designated as Series A Convertible Redeemable Preferred Stock, par value $0.001 per share and the remaining authorized shares of preferred stock are “blank check” shares, which can be issued with various rights as determined by the Board. The number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of common stock of the Corporation, voting together as a single class.

Common Stock

The holders of the Company’s Common Stock have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Company’s board of directors (the “Board”). Holders of Common Stock are also entitled to share ratably in all of the Company’s assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the Company’s affairs.

Except as otherwise required by law or as may be provided by the resolutions of the Board authorizing the issuance of Common Stock, all rights to vote and all voting power shall be vested in the holders of Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote.

Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the Common Stock.

16. REDEEMABLE SERIES A PREFERRED STOCK – RELATED PARTY

Series A Preferred Stock

There are 25,000 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock has a stated value of $1,000, for an aggregate value of $25 million.

InOn ~~the~~August ~~event~~9, ~~that~~2024, the Company is ~~liquidated,~~amended ~~dissolved~~and orrestated its ~~wound~~certificate ~~up,~~of ~~then~~designations ~~before~~of ~~any~~rights ~~distribution~~and orpreferences ~~payment~~of ~~is made to~~ the ~~holders~~Series ofA ~~any~~Convertible ~~Common~~Redeemable Preferred Stock or(“Preferred ~~any other~~Stock”). ~~class~~Pursuant orto ~~series~~the ofSeries ~~junior~~A ~~stock~~Amendment, the ~~holders~~holder of ~~Series~~the Apreferred ~~Preferred~~stock, ~~Stock~~which ~~are~~is ~~entitled~~a torelated ~~receive~~party, ~~liquidating~~waived ~~distributions~~all accrued and future dividends in exchange for an ~~amount equal~~increase toin the ~~stated~~liquidation ~~value~~preference ~~for~~to ~~each~~125%. ~~share~~This modification of ~~Series~~the A Preferred Stock ~~held~~resulted byin ~~such~~a ~~holders~~non-cash decrease in accrued dividends and a corresponding increase in additional paid in capital of $2,667,000.

~~Dividends~~On onApril 22, 2024, the ~~Series~~Company Aamended ~~Preferred~~its articles ~~Stock~~of ~~accrue~~incorporation. ~~daily~~Pursuant ~~and~~to ~~are~~the inSeries ~~cumulative~~A ~~form~~Amendment, ~~and~~the ~~including~~conversion price, for purposes of determining the ~~date~~number of ~~original~~votes ~~issue~~the ~~and~~holder of Series A Preferred Stock is entitled to cast, shall not be ~~payable~~lower ~~quarterly~~than on$0.072. Further, the ~~last~~price ~~day~~at which the Series A Preferred Stock ofshall ~~each~~become ~~calendar~~convertible ~~quarter~~into ~~out~~shares of ~~funds~~common ~~legally~~stock ~~available~~of ~~therefore,~~the atCompany shall be equal to the ~~rate~~greater of ~~eight~~(i) ~~percent~~$0.02 per share or (8ii) eighty (80%) ~~per~~percent ~~annum~~of ~~based~~the onMarket aPrice ~~360-day~~as ~~calendar year~~at the Conversion Date.

F-20

Each holder shall be entitled to vote on an “as converted” basis with holders of outstanding shares of our common stock, voting together as a single class, with respect to any and all matters presented to the shareholders for their action or consideration. For so long as the holder shall continue to hold any shares of Series A Preferred Stock issued to it on the date of the Acquisition, the holder shall be entitled to elect a number of directors to the Board equal to a percentage determined by the number of Series A Preferred Stock beneficially owned by the holders, determined on an “as converted” basis, divided by the sum of the number of shares of Common Stock outstanding plus the number of Series A Preferred Stock outstanding on an “as converted” basis, provided, that the number of directors that the holders are entitled to elect shall never be less than a majority of our Board.

Beginning January 1, 2026, the shares of Series A Preferred Stock shall be subject to redemption in cash at the option of the holder in an amount per share equal to the stated value plus all accrued and unpaid dividends thereon. In accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity”, paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the shares of Series A Preferred Stock are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s ~~condensed~~ balance sheets.

~~Common Stock Purchase Warrants~~F-19

~~On August 7, 2023, the Company issued 56,405,175 warrants~~17. ~~Each warrant entitles the holder to purchase one share of common stock at a price of $.10 per share.~~WARRANTS

~~On July~~A ~~10,~~summary ~~2023, the~~of ~~Company issued 58,610,760 warrants. Each~~ warrant ~~entitles~~activity ~~the~~for ~~holder to purchase one share~~the ofyears ~~common~~ended ~~stock~~December at31, a2024, ~~price~~and of2023 ~~$.13 per~~is ~~share.~~presented below:

As of December 31, 2023, 13,228,170 of these warrants were held by related parties.

Schedule of warrant activity
	Warrants			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)
Outstanding on January 1, 2023		-		$	-		-
Granted		116,015,935			0.1
Forfeited		-			-
Exercised		(5,215	)		0.1
Outstanding on December 31, 2023		116,010,720			0.1		4.6
Granted		24,954,170			0.1
Forfeited
Exercised		(9,161	)		0.1
Outstanding on December 31, 2024		140,955,729		$	0.1		3.7

~~17.~~The following summarizes information ~~SUBSEQUENT~~about ~~EVENTS~~common stock warrants outstanding on December 31, 2024:

~~On March 21, 2024, TurnOnGreen amended its articles of incorporation~~Warrants received by ~~the~~related ~~filing~~parties ~~with~~consisted ~~the Secretary~~ of ~~State~~13,235,252, ofand ~~the~~13,228,170 ~~State~~as of ~~Nevada~~December ~~an amendment (the “Series A COD Amendment”) to the certificate of designation for the Company’s Series A Preferred Stock. The Series A COD Amendment was approved on March 21~~31, 2024, ~~by an affirmative vote of the holder of the Series A Preferred Stock outstanding as of such date~~ and ~~by the unanimous affirmative vote of the board of directors of TurnOnGreen on March 21~~2023, ~~2024~~respectively. ~~The Series A COD Amendment became effective upon filing with the Secretary of State of the State of Nevada.~~

~~Pursuant~~Commitment toFee; the Series A COD Amendment, the commencement date upon which the holder of the Company’s Series A Preferred Stock may redeem the Series A Preferred Stock has been changed from commencing on the first anniversary of the issuance date of the Series A Preferred Stock to commencing anytime beginning on January 1, 2026.Warrant

On July 25, 2024, the Company entered into a purchase agreement (the “ELOC Purchase Agreement”) with GCEF Opportunity Fund, LLC (“GCEF”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right to direct GCEF to purchase up to an aggregate of $25.0 million of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) over the 36-month term of the ELOC Purchase Agreement and the Company will execute a warrant to purchase shares of Common Stock (“ELOC Warrant”), granting the GCEF the right to purchase Common Stock issuable upon the exercise of the ELOC Warrants, with an expiration date that is the third anniversary of the First Trading Day (as defined ELOC Purchase Agreement). Under the ELOC Warrant, GCEF has the right to buy up to 2% of our outstanding Common Stock within three business days after our Common Stock is publicly listed for trading on a U.S. national securities exchange or other trading platform.

In consideration for GCEF’s execution of the ELOC Purchase Agreement, the Company is required to issue to GCEF, as a commitment fee, a number of Common Stock equivalent to 2.0% of the Aggregate Limit or $0.5 million (“Commitment Fee Shares”), payable either in cash or freely tradeable Common Stock on the first trading day after 30 consecutive trading days commencing with the first trading day designated in each draw down notice. The draw down notice shall specify the draw down amount requested, set the threshold price for such draw down and designate the first trading day of the draw down pricing period that the Company wishes to grant to the purchaser during the draw down pricing period.

18. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive and Financial Officer, who reviews the assets, operating results, and financial metrics for the Company to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

F-20

The CODM assesses performance for the single segment and decides how to allocate resources based on gross profit and net loss that are also reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net loss, which include the following:

Schedule of segment reporting
	Years ended December 31,
	2024			2023
Revenue	$	4,912,000		$	4,201,000
Cost of revenue
Manufacturing costs		1,524,000			1,434,000
Distribution costs		481,000			410,000
Inventory adjustment		270,000			853,000
EV chargers		206,000			248,000
Other		309,000			361,000
Cost of revenue		2,790,000			3,306,000
Gross profit		2,122,000			895,000
Operating expenses:
Research and development:
Payroll and benefits		238,000			229,000
Occupancy costs		93,000			98,000
Other research and development		76,000			91,000
Total research and development		407,000			418,000
Selling and marketing:
Payroll and benefits		972,000			798,000
Occupancy costs		164,000			168,000
Other selling and marketing		157,000			481,000
Total selling and marketing		1,293,000			1,447,000
General and administrative
Payroll and benefits		1,209,000			927,000
Professional fees and outside services		472,000			422,000
Write off EV related assets		763,000			-
Occupancy costs		660,000			707,000
Other general and administrative		862,000			1,648,000
Total general and administrative		3,966,000			3,704,000
Total operating expenses		5,666,000			5,569,000
Operating loss	$	(3,544,000	)	$	(4,674,000	)

F-21

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of December 31, ~~2023~~2024, our management, with the participation and supervision of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Exchange Act). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based upon their evaluation, our principal executive officer and our principal financial officer concluded that, solely as a result of the material weaknesses identified by management and described below, our disclosure controls and procedures were not effective to ensure that material information relating to the Company required to be disclosed by the Company in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Except for the material weaknesses identified by management and described below, there were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2023~~2024, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

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Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of December 31, ~~2023~~2024, our internal control over financial reporting (“ICFR”) was not effective at the reasonable assurance level:

We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The company’s primary user access controls to ensure appropriate authorization and segregation of duties that would adequately restrict user and privileged access to the financially relevant systems and data to appropriate personnel were not designed and/or implemented effectively;

The insufficient resources in our accounting function also resulted in a deficiency over design and implementation of effective revenue recognition policies, procedures and controls with respect to the identification, timing and treatment of various new contracts with customers;

Management also concluded that there was a deficiency in internal controls over financial reporting relating to the accounting treatment for complex financial instruments which resulted in the failure to properly account for such instruments, specifically with respect to the classification and proper accounting treatment of preferred shares; and

Lastly, we did not design and maintain effective controls associated with related party transactions and disclosures. The controls in place were not designed at a sufficient level of precision or rigor to effectively prepare and review the financial records in such manner as to identify and properly disclose the nature and financial data of all our related party relationships.

Management evaluated the impact of our failure to have segregation of duties and proper reviews, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and provide adequate disclosures of complex financial instruments, fair value estimate procedures and reviews, and deficiency in identification and a disclosure of related party transactions and concluded that the multiple control deficiencies that resulted represented material weaknesses.

While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure in human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. In the event our Chief Executive Officer or Chief Financial Officer, our certifying officers under the Sarbanes-Oxley Act of 2002 (the “SOX”), or our independent registered public accounting firm determines our internal controls over financial reporting are not effective as defined under Section 404 of SOX, we may be unable to produce reliable financial reports or prevent fraud, which could materially harm our business. In addition, we may be subject to sanctions or investigation by government authorities or self-regulatory organizations, such as the SEC or the Financial Industry Regulatory Authority (“FINRA”). Any such actions could affect investor perceptions of our company and result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.

We have begun to implement the actions noted below (including appropriate staffing to execute such actions) in the following areas to strengthen our internal control over financial reporting in an effort to remediate the material weaknesses.

Remediation

Inventory. We have enhanced the design of existing controls and implemented new controls over the accounting, processing and recording of inventory. Specifically, we have strengthened the design of the management review control over inventory-in-transit. We have implemented processes to ensure timely identification and evaluation of inventory cut-off, and we are requiring additional accountability from counterparties on the accuracy of incoming and outgoing shipment documentation. We have deployed information system enhancements and have made better use of current system capabilities in order to improve the accuracy of inventory cut-off, reporting and reconciliation. In addition, we have been creating an assembly bill of materials (“BOM”) in our business software to facilitate efficient and accurate manufacturing and provide proper recording of raw materials inventory. The BOM structure ultimately minimizes inventory inaccuracies and production delays, and we have been increasing cycle counting of inventory used in production to improve accuracy. Lastly, we have recently hired a material specialist whose responsibility is to maintain inventory records.

4740

Revenue Recognition. We intend on enhancing the design of existing controls and implementing new controls over the review of the application and recording of revenue for customer contracts under the guidance outlined in ASC 606. We also intend on implementing more thorough reviews of contracts by evaluating contractual terms and determining whether certain contracts should be consolidated, involve related parties and the proper timing of revenue recognition. These reviews will include more comprehensive contractual analysis from our legal team while ensuring qualified resources are involved and adequate oversight is performed during the internal technical accounting review process.

Accounts Receivable. We intend on enhancing the design of existing controls and implementing new controls over the processing and review of accounts receivable billings. We plan to supplement our accounting staff with more experienced personnel. We will also evaluate information system capabilities in order to reduce the manual calculations within this business process.

Complex Financial Instruments. We will design and implement controls to properly identify and implement the proper accounting treatment and classifications of our complex financial instruments to ensure our equity accounting and treatment is in accordance with U.S. generally accepted accounting principles. We intend to accomplish this by implementing more thorough reviews of certain details regarding all rights, penalties, record holders and negative covenants of the financial instruments in order to apply the correct accounting guidance (liabilities vs. equity vs. temporary equity).

Fair value estimates. We will design and implement additional control activities to ensure controls related to fair value estimates (including controls that validate the reasonableness, completeness and accuracy of information, data and assumptions), are properly designed, implemented and documented.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting. We will continue to diligently review our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

4841

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting of shareholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

Name	Age	Positions
Amos Kohn	6465	Founder, Chief Executive Officer, Chief Financial Officer and Director
Marcus Charuvastra	4546	President and Director
Douglas Gintz	5758	Chief Technology Officer and Director

Amos Kohn has been our Chief Executive Officer and the Chairman of our board of directors since the date of the Acquisition. Prior thereto, he was the Founder and Chief Executive Officer and a member of the board of directors of the Former TOGI, including when its name was Coolisys Technologies, Inc., since its formation in January of 2020. He has led Digital Power for more than 15 years. He served as a director of ~~Ault~~Hyperscale from 2003 to 2020, ~~its~~ its President and Chief Executive Officer from 2008 to 2017 and President from 2017 to 2020. Prior to his appointment as President and ~~Chief~~ Chief Executive Officer of Digital Power Corporation, Mr. Kohn held executive roles with several US and international companies. For more ~~than~~ than 30 years, Mr. Kohn has provided leadership, oversight and strategic direction for worldwide privately held and publicly traded companies in the high-technology sector. He holds a Bachelor of Science degree in electrical and electronics engineering and a Certificate of Business Administration from the University of California, Berkeley, and a Major (Ret) at IDF. He is named as an inventor on several United States and international patents. We believe that Mr. Kohn’s extensive executive-level management experience in diversified industries expanding companies into new markets including power electronics, eMobility, telecommunications and defense give him the qualifications and skills necessary to serve as one of our directors.

Marcus Charuvastra has served as our President since March 2022. Mr. Charuvastra served as the President of TOGI between January 2022 and September 2022, and served as its Chief Revenue Officer between June 2021 and September 2022. Mr. Charuvastra is an accomplished leader with 20 years of experience in strategic planning, sales, services, marketing and business and organizational development. Mr. Charuvastra spent nine years at Targeted Medical Pharma, Inc. serving as Vice President of Operations and as the Managing Director of this microcap biotech start-up, from 2012 to May 2021. During his tenure, he was instrumental in guiding Targeted Medical Pharma’s initial public offering. Mr. Charuvastra was previously Director of Sales and Marketing at Physician Therapeutics from 2009 to 2012 and was responsible for building the sales and distribution network in the United States and abroad. He is a graduate of UCLA. We believe that Mr. Charuvastra’s extensive experience in strategic planning and sales and marketing give him the qualifications and skills to serve as one of our directors.

Douglas Gintz has been our Chief Technology Officer since the date of the Distribution and served as the Chief Technology Officer of TOGI between February 2021 and September 2022. He was named a Director September 6, 2022. Mr. Gintz is responsible for driving strategic software initiatives and delivering key technologies essential to the market penetration of our EV charging solutions business. Mr. Gintz ~~also~~has ~~currently~~served ~~serves~~as the Chief Executive Officer of Companywide AI, LLC (formerly Pacific Coders, LLC) since January 23, 2025. Mr. Gintz also served as the Chief Technology Officer and Director of Global Technology Implementation at Hyperscale ~~Ault Alliance~~Data, Inc. ~~since~~from February 2021 to January 1, 2025. Mr. ~~Gitz~~Gintz's previous leadership roles include Chief Executive Officer of Pacific Coders, LLC. from August 2002 to January 2022; Chief Technology Officer of Endocanna Health, Inc. from January 2019 to January 2021; Mr. Gintz served at Targeted Medical Pharma, Inc., a publicly traded microcap, as Chief Marketing Officer and Technology Officer from January 2018 to December 2019, and Chief Technology Officer and Chief Information Officer from January 2012 to May 2016. Mr. Gintz has over 30 years of hands-on experience bringing products to market. Specializing in emerging technologies, Mr. Gintz has developed manufacturing compliance systems, DNA reporting engines, medical billing software, e-commerce applications, and retail software for companies ranging from startups to multinational corporations. We believe that Mr. Gintz’s extensive experience in emerging technologies give him the qualifications and skills needed to serve as one of our directors.

Family Relationships

No family relationship exists among any of our directors or executive officers. No arrangement or understanding exists between any director or executive officer and any other person pursuant to which any director or executive officer was selected as a director or executive officer of our company. All executive officers are appointed annually by the board of directors. Directors serve until the next annual meeting of our shareholders and until their successors are elected and qualified.

Code of Business Conduct and Code of Ethics

Our board of directors has adopted a code of business conduct, which applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Our board of directors has also adopted a code of ethics that applies to all our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our code of business conduct and code of ethics will be posted on the investor relations page on our website. We intend to disclose any amendments to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

4942

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors is currently composed of three members, none of whom qualifies as “independent” under the listing standards of Nasdaq Marketplace Rules. Prior to the Acquisition, we had only two directors, neither of whom was independent.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth summary compensation information for the following persons: (i) all persons serving as our principal executive officer during the years ended December 31, ~~2023~~2024, and ~~2022~~2023, and (ii) our two other most highly compensated executive officers who received compensation during the years ended December 31, ~~2023~~2024, and ~~2022~~20232 of at least $100,000 and who were executive officers on December 31, 2023. We refer to these persons as our “Named Executive Officers”. The following table includes all compensation earned by the Named Executive Officers for the respective period, regardless of whether such amounts were actually paid during the period:

Name and principal position	Year		Salary ($)		~~Salary ($)~~		Bonus ($)		~~Bonus ($)~~		Stock Awards ($)		~~Stock Awards ($)~~		Option Awards ($)		~~Option Awards ($)~~		All Other Compensation ($)		~~All Other Compensation ($)~~		Total ($)		~~Total ($)~~
Amos Kohn	2024	~~2023~~		350,000		~~350,000~~		10,000		-		-		-		-		-		33,120		~~29,540~~		393,120		~~379,540~~
Chief Executive Officer	2023	~~2022~~		350,000		~~350,000~~		-		-		-		-		-		-		29,540		~~30,540~~		379,540		~~380,540~~
Marcus Charuvastra	2024	~~2023~~		140,000		~~128,125~~				~~5,834~~		-		-						-		~~1,160~~		140,000		~~135,119~~
President and Chief Revenue Officer	2023	~~2022~~		128,125		~~125,000~~		5,834		~~40,000~~				~~5,271~~						1,160		~~1,127~~		135,119		~~171,398~~

Termination Provisions

As of the date of this Form 10-K, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer, other than with respect to Mr. Kohn.

Outstanding Equity Awards at Fiscal Year End

As of December 31, ~~2023~~2024, none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards.

Director Compensation

To date, we have not paid any of our directors any compensation for serving on our Board.

Equity Compensation Plan Information

On June 27, 2023, the Company held a special meeting of shareholders, and the shareholders voted and approved three proposals presented for a vote, including approving the TurnOnGreen, Inc. 2023 Stock Incentive Plan which reserved 100,000,000 shares for issuance. As of December 31, ~~2023~~2024, no shares had been issued under the plan.

5043

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information regarding ~~beneficial~~ beneficial ownership of our common stock based on ~~220~~183,~~713~~983,~~952~~122 shares issued and outstanding as of the close of business on April 1022, ~~2024 by~~2025 by (i) each person who is known by the company to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the company, (iii) each of the Named Executive Officers and (iv) all directors and executive officers of the company as a group.

Name and Address of Beneficial Owners of Common Stock (1)	Number of shares beneficially owned		% of Common Stock
Amos Kohn (3)		24,800		*
Marcus Charuvastra		-		- - -
Douglas Gintz (4)		18,080		*
All Directors and Officers as a group (Three persons)		21,440		*
All Directors and Officers as a group (Two persons)		42,880		*
Ault Alliance, Inc. (2)		87,636,263		39.7	%
Hyperscale Data, Inc. (2)		59,461,470		16.6	%

* Less than 1%.

(1) Unless otherwise indicated, the business address of each of the individuals is c/o ~~Imperalis~~TurnOnGreen, ~~Holding Corp~~Inc., 1421 McCarthy Blvd., Milpitas, California 95035.

(2) Consisting of (i) 1430,~~348,481~~555 shares held by Sentinum, Inc., (ii) 2312,~~443~~806,~~017~~ 817 shares held by Ault Lending, (iii) 12,452,~~875~~919 shares underlying warrants held by Ault Lending, (iv) 3633,~~770~~539,~~330~~181 shares underlying the Series A Preferred Stock, (iv) 315,~~780~~999 shares and 315,~~780~~999 underlying warrants are held by Ault and Company, Inc. ~~Ault~~ Hyperscale may be deemed to beneficially own the shares beneficially owned by Sentinum, Inc. and Ault Lending as Sentinum, Inc. and Ault Lending are wholly owned subsidiary of ~~Ault~~ Hyperscale. Milton C. Ault, III, the Executive Chairman of ~~Ault~~Hyperscale, exercises voting and dispositive power over the shares owned by ~~Ault~~Hyperscale and subsidiaries. The business address of each of these entities and individuals is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141.

(3) Represents 12,400 shares and an equal number of warrants.

(4) Represents 9,040 shares and an equal number of warrants.

5144

Director Independence

We use the definition of “independence” of the Nasdaq Marketplace Rules to make this determination. Rule 5605(a)(2) of the Nasdaq Marketplace Rules provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Rule 5605(a)(2) generally provides that a director cannot be considered independent if:

the director is, or at any time during the past three years was, an employee of the company or its parent;

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

the director is an immediate family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the company’s audit.

Policies and Procedures for Related Party Transactions

The TurnOnGreen audit committee, when established, will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The policy regarding transactions between us and related persons will provide that a related person is defined as a director, executive officer or greater than 5% beneficial owner of common stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. An investor may obtain a written copy of this policy, once adopted, by sending a written request to TurnOnGreen, Inc., 1421 McCarthy Blvd., Milpitas, California 95035, Attention: Legal Department. Our audit committee charter that will be in effect, once adopted, will provide that the audit committee shall review and approve or disapprove certain related party transactions, including material transactions with ~~Ault~~Hyperscale Data, Inc. (“Hyperscale”).

~~Ault~~Allocation ~~provides human resources, accounting, and other services to the Company, which are included as allocations~~ of ~~these~~General ~~expenses. The~~Corporate ~~allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied.~~Expenses Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $642,000 and $670,000 for the fiscal year end December 31, 2023, and 2022, respectively. $154,000 and $670,000 of these costs were recorded as Contribution from Parent in the statement of stockholders’ equity. The remaining $488,000 for the fiscal year ended December 31,2023 was recorded as Ault advance payable.

~~Ault~~Hyperscale ~~has~~provides ~~made~~human ~~capital~~resources, ~~contributions~~accounting and other services to the Company, which are included as allocations of these expenses. The allocation method calculates an appropriate share of overhead costs by using Company revenue as a percentage of total revenue. This method is reasonable and consistently applied. Costs incurred in connection with the allocation of these costs are reflected in selling, general and administrative of $~~576~~401,000 and $2642,~~539,~~000 for ~~general~~the ~~corporate~~fiscal ~~purposes~~year end December 31, 2024, and 2023, respectively. ~~Total~~ As ~~Contributions~~of ~~from~~December ~~Parent~~31, ~~are~~2024, and 2023, $~~730~~401,000 and $3488,~~209,~~000, ~~for~~respectively were ~~the~~recorded ~~period ended~~in Hyperscale advance payable. As of December 31, 2023, ~~and 2022~~$153,000 ~~respectively~~was recorded as Contribution from Parent in the statement of changes in shareholders’ deficit.

52Total Contributions from Parent are $0 and $730,000 for the period ended December 31, 2024, and 2023, respectively.

~~Related Party Sales and receivables~~45

~~The~~Related ~~Company~~Party ~~recognized~~Sales ~~$14,000~~ and $27,000 in revenue in the years ended December 31, 2023, and 2022, respectively, from sales to another subsidiary of Ault or businesses that Ault holds an investment in. As of December 31, 2023, and 2022, the Company had related party receivables of $0 and $25,000, respectively.Receivables

The Company recognized $28,000 and $14,000 in revenue in the years ended December 31, 2024, and 2023, respectively, from sales to another subsidiary of Hyperscale. As of December 31, 2024, and 2023, the Company had related party receivables of $17,000 and $0, respectively.

Related Party Notes and Advances Payable

Related party notes and advances payable ~~were~~ were used for working capital purposes and on December 31, ~~2023~~2024, and ~~2022~~2023, were comprised of the following:

	Interest rate	Due date	December 31, ~~2023~~2024		December 31, ~~2022~~2023
Ault advance payable	10%	-	$	2,407,000	$	-
Hyperscale advance payable	10%	-	$	5,118,000	$	2,407,000
Chief Executive Officer	14%	Default		5146,000		2551,000
Non-officer June and September 2023 advance payable	-	-		14,000		13,000
Non-officer advance payable	-	-		21,000		14,000
Officer December 2022 advance payable	-	-				14,000
Total related party notes and advances payable			$	5,185,000	$	2,472,000
Total related party notes and advances payable			$	2,472,000	$	52,000

During June 2023, Hyperscale and the Company’s management determined that all allocations and capital funding provided to us by Hyperscale beginning April 1, 2023, would be repaid, and treated as a related party note payable. On August 15, 2023, the Company entered into a loan and security agreement (the “security agreement”) with Hyperscale in relation to the June 30, 2023, outstanding Hyperscale advance payable of $701,000. The related party note payable accrues interest of 10%, has no fixed terms of repayment and is recorded as related party notes and advances payable.

The Company recorded related party interest expense of $368,000 and $160,000 for the years ended December 31, 2024, and 2023, respectively in interest expense, related party.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees for professional audit services rendered by Marcum LLP for the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023.

	2023		2022
	2024		2023
Audit fees	$	~~340~~196,000	$	~~397~~340,000

_________

Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and registration statement and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

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PART IV

ITEM 15. EXHIBITS

2.1		Securities Purchase Agreement dated March 20, 2022 by and among Imperalis Holding Corp., BitNile Holdings, Inc and TurnOnGreen, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed March 21, 2022.
2.2		Form of Amendment to Securities Purchase Agreement, dated September 5, 2022. Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed September 6, 2022.
3.1		Articles of Incorporation, dated April 5, 2005. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed April 13, 2021.
3.2		Certificate of Amendment to the Articles of Incorporation, dated March 11, 2011. Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 10 filed April 13, 2021.
3.3		By-Laws of TurnOnGreen, Inc. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form 10 filed April 13, 2021.
3.4		Certificate of Designations of Rights and Preferences of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 6, 2022.
3.5		Amended and Restated Articles of Incorporation, dated August 29, 2023. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed August 31, 2023.
3.6		Certificate of Amendment to the Articles of Incorporation, dated January 11, 2024. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed January 18, 2024.
3.7		Amended and Restated Bylaws of the Company as of January 11, 2024. Incorporated by reference to Exhibit 3.2 to the Current report on Form 8-K filed January 18, 2024.
3.8		Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed March 26, 2024.
3.9		Amendment to the Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Redeemable Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Current report on Form 8-K filed August 15, 2024.
4.1		Convertible Promissory Note, dated December 15, 2021, made by Imperalis Holding Corp. in favor of Digital Power Lending, LLC. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 21, 2021.
4.2		Description of Capital Stock
4.3		Form of Warrant. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed April 12, 2023.
10.1		Convertible Promissory Note issued January 14, 2021. Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form 10 filed April 13, 2021.
10.2		Exchange Agreement between Imperalis Holding Corp. and Digital Power Lending, LLC, dated as of December 15, 2021. Incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed December 21, 2021.
10.3		Share Exchange Agreement with CannaCure Sciences, Inc. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 10 filed April 13, 2021.
10.4		Form of Partnership Agreement, dated April 26, 2021, between TurnOnGreen, Inc. (formerly Coolisys Technologies Corp.) and ChargeLab, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 6, 2022.
10.5		Form of Distribution and Resale Agreement with Tesco Solutions LLC an Indiana based construction firm. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed September 6, 2022.
10.6		Form of Purchase Agreement with Unique Electric Solutions, a New York based entity. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed September 6, 2022.
10.7		Form of Best Western International Marketing Agreement. Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed September 6, 2022.
10.8		Form of EV-olution Charging Systems Distribution Agreement. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed September 6, 2022.
10.9		Form of CED National Accounts Distribution Agreement. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed September 6, 2022.
10.10		Form of Electric Vehicle Charger Site License Agreement dated May 23, 2002 by and between TurnOnGreen and Sunrise Hills Commercial Association. Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed September 6, 2022.
10.11		Form of Purchase Agreement. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 12, 2023.
10.12		Form of Note. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed April 12, 2023.
10.13		Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed ~~August~~October 212, ~~2023~~2024.
10.14		Form of Purchase Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 31, 2024.
10.15		Form of Loan and Security Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed August 21, 2023.
21.1		List of Subsidiaries. Incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1/A filed February 9, 2023.
31.1*		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certifications of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).

5447

101.INS*		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________________

Filed herewith.

Furnished herewith.

ITEM 16.

FORM 10–K SUMMARY

None.

5548

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 1123, ~~2024~~ 2025

	TURNONGREEN, INC.

	By:	/s/ Amos Kohn
		Amos Kohn
		Chief Executive Officer
		(Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

April 1123, ~~2024~~2025 /s/ Amos Kohn Amos Kohn, Chief Executive Officer, Chief Financial Officer and Director

April 1123, ~~2024~~2025 /s/ Marcus Charuvastra Marcus Charuvastra, Director

April 1123, ~~2024~~2025 /s/ Douglas Gintz Douglas Gintz, Director

5649

Filing Compare · TurnOnGreen, Inc.