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As filed with the Securities and Exchange Commission on ~~October 14~~December 16, ~~2022~~2025

Registration No. 333-~~___~~

UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ TurnOnGreen, Inc. (Exact name of registrant as specified in its charter)

under the Securities Act of 1933

Nevada	3679	20-5648820
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

~~Imperalis Holding Corp.~~____________________

~~(Exact~~1421 ~~Name~~McCarthy ~~of Registrant as Specified in its Charter)~~Blvd.

~~Nevada~~Milpitas, ~~(State~~California ~~or Other Jurisdiction of Incorporation or Organization) 3679 (Primary Standard Industrial Classification Number) 20-5648820 (I.R.S. Employer Identification No. 85-1361067)~~95035

~~Imperalis~~Tel: ~~Holding~~(510) ~~Corp.~~657-2635

~~1421~~(Address, ~~McCarthy~~including zip ~~Blvd.~~code, ~~Milpitas~~and telephone number, ~~California~~including ~~95035~~area code, of registrant’s principal executive offices)

Tel.: (510) 657-2635

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Amos Kohn

Chief Executive Officer and Chairman

~~Imperalis~~TurnOnGreen, ~~Holding Corp~~Inc.

1421 McCarthy Blvd.~~, Milpitas, California 95035~~

~~Tel.:~~Milpitas, ~~(510)~~California ~~657-2635~~95035

~~(Name,~~Tel: ~~address, including zip code, and telephone number, including area code, of agent for service~~(510) 657-2635

(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________

Copies to:

~~Kenneth~~Donte AZ. ~~Schlesinger~~Bronaugh, Esq. ~~Olshan~~General ~~Frome~~Counsel ~~Wolosky~~TurnOnGreen, ~~LLP~~Inc. ~~1325~~122 ~~Avenue~~East of42nd ~~the Americas~~Street, ~~15th~~Suite ~~Floor~~5000 New York, ~~New~~NY ~~York~~10168 ~~10019 Tel.:~~ (~~212~~646) ~~451~~701-~~2300~~5496 ~~Henry~~Kenneth CA.W. ~~Nisser~~Schlesinger, Esq. ~~General~~Spencer ~~Counsel~~G. ~~Imperalis~~Feldman, ~~Holding Corp~~Esq. ~~100~~Olshan ~~Park~~Frome Wolosky LLP 1325 Avenue of the Americas, ~~Suite~~15th ~~1658~~Floor New York, ~~New~~NY ~~York~~10019 ~~10017 Tel.:~~ (~~646~~212) ~~650~~451-~~5044~~2300

Approximate date of commencement of proposed sale to the public: As ~~soon~~From astime ~~practicable~~to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~please~~ check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~. o~~: ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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~~accelerated ~~Filer~~filer o¨ Accelerated ~~Filer~~filer o¨ Non-~~Accelerated~~accelerated ~~Filer~~filer x Smaller ~~Reporting~~reporting ~~Company~~company x Emerging ~~Growth~~growth ~~Company~~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 7(a)(2)(B) of the Securities Act. o ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.____________________

~~BITNILE~~The ~~HOLDINGS,~~registrant ~~INC.~~hereby ~~11411~~amends this ~~Southern~~registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further ~~Highlands~~amendment ~~Parkway~~which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting ~~Suite~~pursuant ~~240~~to ~~Las~~Section ~~Vegas~~8(a) of the Securities Act, ~~Nevada~~may ~~89141~~determine.

~~________~~The ~~__,~~information contained ~~2022~~in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

ToPRELIMINARY ~~the Holders of Common Stock of BitNile Holdings, Inc.:~~PROSPECTUS

~~BitNile~~SUBJECT ~~Holdings,~~TO ~~Inc. (“BitNile”) is hereby distributing shares of common stock and warrants to purchase common stock of Imperalis Holding Corp. (soon to change its name to TurnOnGreen~~COMPLETION, ~~Inc.) (“TurnOnGreen”), a publicly-traded company currently engaged in the design, development, manufacture~~DATED ~~and~~DECEMBER ~~sale of power system solutions and electric vehicle charging stations~~16, ~~on a pro rata basis to the holders of BitNile common stock pursuant to the enclosed prospectus (the “Distribution”).~~2025

~~The prospectus sets forth information about~~ TurnOnGreen, ~~its organization, business and properties and the background of its recent stock purchase involving BitNile’s subsidiaries Imperalis Holding Corp. and TurnOnGreen,~~ Inc.~~, together with historical and pro forma financial statements. Due to the importance of the information contained in this document, you are urged to read it carefully.~~

~~As explained in the prospectus~~47, ~~each holder of record of BitNile common stock on ________ ___~~142,858 ~~202_, the record date for the Distribution, is receiving one share of TurnOnGreen common stock and a warrant to purchase one share of TurnOnGreen common stock for every ___~~ shares of ~~BitNile~~Common common stock held as of such date. No fractional shares of TurnOnGreen common stock are being issued. In lieu of receiving fractional shares, holders of BitNile common stock who would otherwise be entitled to receive fractional shares of TurnOnGreen common stock will be receiving cash for their fractional interests. A TurnOnGreen stock certificate or book-entry statement, a warrant certificate and, if applicable, a check for fractional interests, are enclosed herewith.Stock

~~The~~This ~~shares~~prospectus ~~and~~relates ~~warrants of~~to ~~TurnOnGreen~~the ~~that~~resale ~~you~~or ~~are~~other ~~receiving~~disposition ~~have~~from ~~been~~time ~~registered~~to ~~with~~time ~~the~~in ~~Securities~~one ~~and~~or ~~Exchange~~more ~~Commission~~offerings of up to 47,142,858 ~~which~~shares ~~permits~~of ~~you~~common stock, ~~subject~~par tovalue ~~certain~~$0.001 ~~securities~~per ~~laws~~share ~~and~~(“Common ~~rules~~Stock”) ~~discussed~~(such inamount includes the ~~prospectus~~conversion of the principal amount of the Conversion Notes (as defined below)), toissuable ~~sell~~upon ~~these~~the ~~securities~~conversion ~~from~~of ~~time~~convertible topromissory ~~time~~notes inbased ~~either~~upon ~~public~~the orminimum ~~privately~~conversion ~~negotiated transactions.~~price ~~This~~of ~~prospectus~~$0.035 isper ~~being~~share (the ~~sent~~“Floor Price”), as ~~information~~described in more detail below, to ~~all~~be ~~BitNile~~offered ~~stockholders~~by ofthe ~~record~~Selling onStockholder. The term “Selling Stockholder” refers to the ~~record~~Selling ~~date~~Stockholder ~~for~~named in this prospectus, or certain transferees, assignees or other successors-in-interest that may receive our Common Stock from the ~~Distribution~~Selling Stockholder. ~~Holders~~ ~~are~~We will not ~~required~~receive toany doproceeds ~~anything~~from tothe ~~become~~sale ~~entitled~~of tothe ~~participate~~Common inStock ~~this~~by the ~~Distribution~~Selling Stockholder.

~~Sincerely~~On October 29, ~~MILTON~~2025, C.we entered into a Securities Purchase Agreement (~~TODD~~the “Securities Purchase Agreement”) ~~AULT~~with ~~III~~SJC ~~Executive~~Lending ~~Chairman~~LLC, a Delaware limited liability company (“SJC”), pursuant to which SJC has agreed to purchase convertible promissory notes in the aggregate principal amount of up to $1,650,000 (the “Convertible Notes”) for a total purchase price of $1,500,000. The Securities Purchase Agreement provides that the purchase of the Convertible Notes will be made through seven separate tranche closings. The initial tranche closing, which occurred on October 29, 2025, consisted of the issuance of a Convertible Note to SJC in the principal amount of $440,000, for a purchase price of $400,000.

~~The~~Pursuant ~~information~~to inthe Securities Purchase Agreement, subject to certain conditions being satisfied, such as this ~~preliminary~~registration statement registering the resale of the shares ~~prospectus~~of isCommon ~~not~~Stock ~~complete~~issuable ~~and~~upon ~~may~~conversion beof ~~changed.~~the ~~These~~Convertible ~~securities~~Notes ~~may~~(the ~~not~~“Conversion beShares”) ~~sold~~under ~~until~~the Securities Act of 1933, as amended (the ~~registration~~“Securities ~~statement~~Act”), being filed with the Securities and Exchange Commission is(“SEC”), SJC ~~effective.~~will ~~This~~be ~~preliminary~~required ~~prospectus~~to ispurchase ~~not~~the ansecond ~~offer~~tranche toof ~~sell~~Convertible ~~nor~~Notes ~~does~~in itthe ~~seek~~principal anamount ~~offer~~of to$220,000, ~~buy~~for ~~these~~a ~~securities~~purchase price of in$200,000 ~~any~~one ~~jurisdiction~~month ~~where~~after the ~~offer~~initial ortranche ~~sale is not permitted~~closing.

~~Preliminary~~Following ~~Prospectus~~the ~~Subject~~SEC’s declaration of effectiveness of this registration statement, subject to ~~Completion~~certain ~~dated~~conditions ~~October~~being 14satisfied, ~~2022~~SJC will purchase additional Convertible Notes having an aggregate principal face amount of $990,000 for a total purchase price of $900,000, to be funded in monthly increments consistent with the tranche schedule set forth in the Securities Purchase Agreement.

~~Imperalis~~The ~~Holding~~Convertible ~~Corp~~Notes accrue interest at the rate of 12% per annum, unless an event of default (as defined in the Convertible Notes) occurs, at which time the Convertible Notes in excess of $300,000 would accrue interest at 20% per annum. Each Convertible Note will mature on the first anniversary of issuance of such Convertible Note. The Convertible Notes are convertible into shares of the Company’s Common Stock on the terms and conditions set forth in the Convertible Notes, at a conversion price (the “Conversion Price”) equal to the greater of (i) the Floor Price, which Floor Price shall not be adjusted for stock dividends, stock splits, stock combinations, or other similar transactions, and (ii) an amount representing a 20% discount to the Company’s lowest VWAP (as defined in the Convertible Notes) on any trading day during the ten (10) trading days immediately prior to the date of conversion.

~~140,000,000~~The ~~Shares~~shares ofare ~~Common~~being ~~Stock and~~registered ~~Warrants~~ to satisfy an obligation included in the Securities Purchase ~~140,000,000~~Agreement ~~Shares~~providing for the registration of ~~Common~~the ~~Stock~~Conversion Shares.

~~This~~The ~~prospectus~~Selling ~~relates~~Stockholder tois ~~the~~an ~~shares of common stock, par value $0.001 per share, and warrants to purchase common stock of Imperalis Holding Corp. (to be renamed TurnOnGreen, Inc.), a Nevada corporation (~~“~~Imperalis~~underwriter” orwithin ~~“TurnOnGreen,” depending upon~~ the ~~context,~~meaning ~~as further described below), which, following the Acquisition described herein, are to be distributed as a dividend payable to the stockholders~~ of ~~record~~ ofSection ~~common stock, par value $0.001 per share, of BitNile Holdings, Inc., a Delaware corporation~~ 2(~~“BitNile” or “Parent”), at the close of business on ________ __, 202__, the record date for the distribution, on the basis of one share of TurnOnGreen common stock and~~ a ~~warrant to purchase one share of TurnOnGreen common stock for every ____ shares of BitNile common stock, owned of record at the close of business on that date~~ )(~~the “Distribution”~~11). ~~No fractional shares~~ of ~~TurnOnGreen common stock will be issued in~~ the ~~Distribution.~~Securities In lieu of receiving fractional shares, holders who would otherwise be entitled to receive fractional shares of TurnOnGreen common stock in the Distribution will receive cash for their fractional interestsAct. For BitNile stockholders who own BitNile common stock in registered form, in most cases the transfer agent, acting as the distribution agent, will credit their shares of TurnOnGreen common stock and warrants to book-entry accounts established to hold their TurnOnGreen common stock and warrants. The distribution agent will mail these stockholders a statement reflecting their TurnOnGreen common stock and warrant ownership on or about _________ __, 202__. For stockholders who own BitNile common stock through a broker, bank or other nominee, their shares of TurnOnGreen common stock and warrants will be credited to their accounts by that broker, bank or other nominee.

~~The~~Our ~~Distribution~~Common toStock ~~which~~is quoted ~~this~~on ~~prospectus relates will be made in accordance with~~ the ~~Securities~~OTCID ~~Purchase~~Market ~~Agreement,~~under ~~dated March 20, 2022, as amended (~~the ~~“Purchase Agreement”),~~symbol ~~among BitNile, Imperalis and TurnOnGreen, Inc., a Nevada corporation and wholly owned subsidiary of BitNile (~~“TOGI.”~~), pursuant~~ toThe ~~which~~quotations ~~all~~reported ofon the ~~outstanding~~OTCID ~~shares~~Market ofreflect ~~common~~inter-dealer ~~stock~~prices without ofretail ~~TOGI~~markup, ~~were~~markdown ~~sold~~or bycommissions, ~~BitNile~~ and ~~its~~may ~~affiliates~~not tonecessarily ~~Imperalis~~represent ~~(the~~actual ~~“Acquisition”)~~transactions. On ~~the~~December ~~basis of the number of shares of BitNile common stock outstanding on ___________ __~~15, ~~202__~~2025, ~~140,000,000~~the ~~shares of TurnOnGreen common~~last ~~stock,~~reported ~~representing~~sale ~~___%~~price of ~~its~~our ~~then~~Common ~~outstanding~~Stock ~~shares~~was of$0.060 ~~common~~per ~~stock, will be distributed when the Distribution is effected~~share.

AsThe ofSelling ~~October~~Stockholder 12may, ~~2022,~~from ~~BitNile beneficially~~time ~~owned~~to time, ~~directly~~sell, transfer or ~~indirectly,~~otherwise dispose ~~91.1%~~ of ~~the~~any ~~outstanding~~or ~~shares~~all of ~~TurnOnGreen~~our ~~common~~shares ~~stock.~~of ~~TurnOnGreen~~Common ~~common~~Stock ~~stock is quoted~~ on ~~the~~any ~~Pink~~stock ~~Open Market~~exchange, ~~operated~~market byor ~~OTC~~trading ~~Market~~facility ~~Group~~on ~~Inc.,~~which ~~under~~ the ~~symbol~~shares ~~IMHC.~~are ~~The~~traded ~~last reported sale price of TurnOnGreen common~~or ~~stock,~~in asprivate ~~quoted~~transactions. onThese ~~the~~dispositions ~~Pink~~may ~~Open~~be ~~Market~~at onfixed ~~October 12~~prices, ~~2022,~~at ~~was~~prevailing ~~$0.24~~market ~~per~~prices ~~share.~~at ~~Quotes~~the time of ~~stock~~sale, ~~trading~~at prices onrelated to ~~any over-~~the~~-counter market~~ ~~quotations~~prevailing ~~reflect~~market ~~inter-dealer prices~~price, ~~without~~at ~~retail~~varying ~~mark-up,~~prices ~~mark-down~~determined orat ~~commission~~the ~~and~~time ~~may~~of ~~not~~sale, ~~necessarily~~or ~~represent~~at ~~actual transactions~~negotiated prices. See “~~Trading~~Plan ~~and~~of ~~Dividend~~Distribution” on ~~Information~~page 70.”

~~The~~We ~~shares~~are ofa ~~TurnOnGreen~~“smaller reporting ~~common~~company” ~~stock~~as ~~and~~defined ~~warrants~~under ~~which are~~ the ~~subject~~federal ofsecurities ~~the~~laws ~~Distribution~~and, ~~are~~as ~~being~~such, ~~registered~~have ~~under~~elected ~~the~~to ~~Securities~~comply ~~Act~~with ofcertain ~~1933,~~reduced ~~since~~public ~~BitNile~~company reporting ~~may~~requirements befor ~~deemed~~this byprospectus ~~the Securities~~ and ~~Exchange~~may ~~Commission~~elect to bedo anso ~~underwriter~~in ~~with~~future ~~respect to the Distribution~~filings.

AsInvesting ofin ~~September~~our 6,Common ~~2022,~~Stock ~~TurnOnGreen~~ is nohighly ~~longer~~speculative ~~deemed~~and toinvolves be a high ~~shell~~degree ~~company as defined under Rule 405~~ of ~~the Securities Act of 1933, as amended~~risk. ~~However,~~You ~~stockholders who~~should ~~currently~~review ~~hold~~carefully ~~shares of TurnOnGreen (i.e.,~~ the ~~current~~risks ~~Imperalis)~~and oruncertainties ~~who~~described ~~will~~in ~~own shares underlying~~ the ~~warrants~~section totitled be“Risk ~~distributed~~Factors” ~~cannot~~beginning ~~rely~~ on ~~the~~page ~~provisions~~8 of ~~Rule 144~~this ~~for~~prospectus, ~~the~~and ~~resale~~under ofsimilar ~~their~~headings ~~shares~~in ~~until~~any ~~certain~~amendments ~~additional~~or ~~conditions~~supplements ~~are~~to ~~met~~this prospectus.

~~STOCKHOLDERS~~NEITHER ~~SHOULD~~THE BESECURITIES AND EXCHANGE COMMISSION ~~AWARE~~NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF ~~CERTAIN~~THESE ~~RISKS~~SECURITIES ~~RELATED~~OR TOPASSED UPON THE ~~OWNERSHIP~~ADEQUACY OFOR ~~TURNONGREEN~~ACCURACY ~~COMMON~~OF ~~STOCK~~THIS PROSPECTUS. ANY ~~SEE~~REPRESENTATION ~~“RISK~~TO ~~FACTORS~~THE CONTRARY IS A CRIMINAL OFFENSE.”

~~_______________________~~The date of this prospectus is ___, 2025

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is _____, 2022.

TABLE OF CONTENTS

		Page
TABLE OF CONTENTS	i
Prospectus Summary		1
ABOUT THIS PROSPECTUS	ii
Risk Factors		11
PROSPECTUS SUMMARY	1
Special Note Regarding Forward-Looking Statements		28
RISK FACTORS	8
Use of Proceeds		32
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	36
Trading and Dividend Information		32
USE OF PROCEEDS	37
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Imperalis		33
MARKET FOR OUR COMMON STOCK	38
Management’s Discussion and Analysis of Financial Condition and Results of Operations of TOGI		36
DIVIDEND POLICY	39
Business		43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
Management		57
DESCRIPTION OF THE BUSINESS	44
Executive Compensation		59
MANAGEMENT AND BOARD OF DIRECTORS	57
Certain Relationships and Related Party Transactions		60
EXECUTIVE AND DIRECTOR COMPENSATION	59
Principal Stockholders		61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	60
Description of Capital Stock		61
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	61
Legal Matters		66
DESCRIPTION OF CAPITAL STOCK	64
Experts		66
SELLING STOCKHOLDER	69
Where You Can Find Additional Information		66
PLAN OF DISTRIBUTION	70
Index to Financial Statements		F-1
DESCRIPTION OF THE CONVERTIBLE NOTE FINANCING	72
LEGAL MATTERS	73
EXPERTS	73
WHERE YOU CAN FIND MORE INFORMATION	73
INDEX TO FINANCIAL STATEMENTS	F-1

No person is authorized to give any information or make any representation not contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus, or an offer or solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any exchange or sale hereunder shall, under any circumstances, create any implication that there has been no change in the information contained herein or in the affairs of TurnOnGreen or TOGI since the date as of which information is furnished or the date hereof.

_______________________

Market, Industry and Other Data

This prospectus contains estimates, projections and other information concerning market, industry and other data. We obtained this data from our own internal estimates and research and from academic and industry research, publications, surveys, and studies conducted by third parties, including governmental agencies. In some cases, we do not expressly refer to the sources from which this data is derived. This data involves a number of assumptions and limitations, is subject to risks and uncertainties, and is subject to change based on various factors, including those discussed in the section of this prospectus titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement on Form S-1 that we filed with the SEC. The Selling Stockholder may, from time to time, sell up to 47,142,858 shares of Common Stock, as described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the Common Stock described in this prospectus.

You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus filed with the SEC. Neither we nor the Selling Stockholder has authorized anyone to provide you with additional information or information different from that contained in this prospectus, or any applicable prospectus supplement or any free writing prospectuses prepared by us or on our behalf and filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholder is offering to sell our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any shares of Common Stock, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

For investors outside of the United States, neither we nor the Selling Stockholder has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Common Stock and the distribution of this prospectus outside the United States.

Unless the context indicates otherwise, references in this prospectus to the “Company,” “we,” “us,” “our company” and similar terms refer to TurnOnGreen, Inc. and its consolidated subsidiaries.

Industry and Market Data

We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal surveys, market research, and publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications, and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

Trademarks

We own or have rights to use various trademarks, service marks, and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks, and tradenames of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ®, TM, or SM symbols, but the omission of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable owner of these trademarks, service marks and trade names.

PROSPECTUS SUMMARY

The following ~~is a brief~~ summary ofhighlights ~~certain~~selected information contained ~~elsewhere~~ in this prospectus. ~~This~~Because ~~summary~~the following is ~~not~~only ~~intended~~a tosummary, beit ~~complete~~does ~~and~~not iscontain ~~qualified in~~ all ~~respects~~of ~~by reference to~~ the ~~more detailed~~ information ~~appearing~~you inshould ~~this~~consider ~~prospectus,~~before ~~including~~investing in ~~the~~our ~~documents~~shares ~~incorporated~~of byCommon ~~reference herein~~Stock. ~~Unless~~Before ~~otherwise~~making ~~indicated~~an orinvestment ~~where~~decision, ~~the~~you ~~context~~should ~~otherwise~~carefully ~~requires,~~read ~~references~~all toof ~~“TurnOnGreen,”~~ the ~~“Company,” ”we,”~~information ~~”us”~~contained ~~and~~in ~~“our”~~this prospectus ~~shall~~and ~~mean~~ the ~~combined~~documents ~~entity~~incorporated ofby ~~Imperalis~~reference, ~~which~~including ~~will~~the berisks ~~renamed~~described ~~TurnOnGreen, Inc.~~under ~~(together~~“Risk ~~with~~Factors” ~~its~~on ~~subsidiaries)~~page ~~following~~8 ~~the Acquisition,~~ herein and ~~references~~the toManagement’s ~~“Imperalis”~~Discussion and ~~“TOGI”~~Analysis ~~shall mean~~and ~~each~~our ~~respective~~consolidated ~~corporation~~financial asstatements itand ~~existed~~the ~~prior~~related tonotes ~~the~~included ~~Acquisition~~herein.

~~The~~ Company Overview

TurnOnGreen, ~~Overview~~Inc. (“TOGI” or the “Company”), a Nevada corporation, through its wholly owned subsidiaries Digital Power Corporation (“Digital Power” or “DPC”) and TOG Technologies, Inc. (“TOGT”), designs and manufactures innovative, feature-rich, and highly engineered power electronic solutions for mission-critical applications operating in some of the world’s most demanding environments. The Company serves a diverse set of industries, including defense and aerospace, medical and healthcare, telecommunications, industrial, and e-Mobility.

~~TurnOnGreen,~~With ~~through~~more ~~its~~than ~~wholly owned~~50 ~~subsidiaries~~years ~~Digital Power Corp. (“Digital Power”) and TOG Technologies, Inc. (“TOG Technologies”), is engaged~~of experience in ~~the design, development, manufacture and sale of highly engineered, feature-rich,~~ high-~~grade~~performance power conversion, ~~and~~TOGI ~~power~~delivers ~~system~~reliable, ~~solutions for mission~~high-~~critical~~efficiency ~~applications~~products ~~and~~tailored ~~processes. For more than 50 years, Digital Power has been devoted~~ to ~~the~~meet ~~perfection of power solution products that have enabled customer innovation in~~ complex ~~applications covering a wide range of industries~~operational requirements. AThe ~~natural~~Company ~~outgrowth~~collaborates ofclosely ~~its development~~with ofcustomers ~~these power systems has been TOG Technologies’ effort~~ to ~~apply~~develop ~~the~~customized ~~company’s proprietary core power technologies to optimizing the design and performance of electric vehicle (“EV”) charging~~ solutions. ~~TOG Technologies began commercial sales of its product line of high-speed charging solutions in mid-2021. We believe~~ that ~~our~~enhance ~~charging~~performance, ~~solutions represent an entire generation~~sustainability, ~~of new chargers due to dramatic improvements in terms of size reduction in electronic circuitry~~ and ~~higher~~system ~~output~~reliability ~~density.~~across ~~We also believe that, by leveraging our experience and expertise in power conversion and generation, we can rapidly become~~ a ~~leader~~broad inrange ~~the~~of ~~high growth EV charging solution market~~applications.

~~Digital~~Leveraging this long-standing ~~Power~~expertise, TOGT has expanded TOGI’s proprietary power technology into the electric vehicle (“EV”) charging market. The Company began commercial sales of its high-speed EV charging solutions in 2021 and has developed a portfolio of hardware and networked charging systems for residential, commercial, and fleet use. These charging solutions feature compact power electronics, high output density, and configurable firmware and are designed to support customers across hospitality, workplace, healthcare, municipal, educational, and industrial locations.

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 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 equipment to medical instrumentation. Our products are highly adaptive and feature soft configurations in order to meet the requirements of both our customers and our original equipment manufacturers (“OEMs”). These products include our Open-Frame series of products, which are the industry’s smallest open frame AC/DC switchers, high-performance AC/DC desktop adaptor power supplies and a full range of compact AC or DC power supplies.Corporation

~~TOG~~At Digital ~~Technologies~~Power, we provide a comprehensive range of advanced, integrated power system solutions engineered to meet the diverse and precise requirements of our customers with the highest levels of efficiency, flexibility, and scalability. The core focus of our business is the design, development, and manufacture of custom power systems for mission-critical defense and aerospace applications. These systems are built to operate with exceptional reliability in harsh, high-stress environments, including extreme temperatures, electromagnetic exposure, altitude variation, and rigorous shock and vibration conditions. Our defense-grade products are utilized in a wide variety of platforms and subsystems, including communications, surveillance, guidance, targeting, and unmanned systems.

~~We recently formed TOG Technologies,~~Beyond ~~following~~defense ~~more than two years of engineering design~~ and ~~product prototypes~~aerospace, toour ~~provide~~power EVsolutions ~~drivers~~are ofdeployed ~~all types with easy access to convenient, reliable and high-speed EV charging. TOG Technologies offers Level 2 AC charging infrastructure for use~~ in ~~single~~demanding ~~family homes~~industrial, ~~multi-family unit developments~~telecommunications, ~~commercial retail properties~~ and ~~fleet~~medical ~~environments.~~instrumentation ~~TOG Technologies provides Level 3 DC fast charger infrastructure~~applications. ~~for~~Our ~~high~~products ~~traffic,~~incorporate ~~high~~adaptive ~~density~~digital ~~urban,~~power ~~suburban,~~management ~~exurban locations,~~ and ~~portable~~configurable ~~microgrid~~software ~~charging infrastructure. Prior to August 2021~~control, ~~Digital~~ ~~Power~~enabling ~~operated~~high the EV business presently conducted by TOG Technologies. 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~~density, ~~we provide~~ EVimproved charging solutions to enable the eMobility of tomorrow. Our innovative charging solutions produce a full charge for an EV with a 150-mile range battery in approximately 30 minutes. We provide a wide range of EV charging solutionsefficiency, ~~including a Level 2 AC charging product line compatible with the SAE J1772~~ ~~standard,~~ and ~~a Level~~ 3precise DCoutput ~~fast~~performance ~~charging~~to ~~product~~satisfy ~~line~~both ~~compatible~~end-user ~~with~~needs ~~the Combined Charging System (“CCS”) standard~~ and ~~the~~original ~~CHArge~~equipment demanufacturer ~~MOve~~ (“~~CHAdeMO~~OEM”) ~~standard~~specifications.

~~Our~~In addition ~~network~~to iscustom-engineered ~~capable~~defense ~~of natively~~and ~~charging~~industrial ~~(i.e.~~systems, ~~charging~~Digital ~~without~~Power anoffers ~~adapter)~~a ~~all~~broad EVrange ~~models~~of ~~and~~industry-standard ~~supports~~power ~~all~~products. These ~~charging~~include ~~standards~~our ~~currently~~AC/DC ~~available~~Open inFrame ~~the~~series, ~~United States.~~which ~~Our~~we ~~network~~believe ~~can~~to ~~serve~~be aamong ~~wide~~the ~~variety~~industry’s ofleading ~~private,~~high-efficiency ~~retail~~power switchers, available ~~commercial~~in highly compact formats and ~~fleet~~modular ~~customers.~~architectures ~~Our~~that ~~charging~~support ~~systems~~configurable ~~maintain~~multiple ~~the~~DC ~~highest standards~~outputs. inWe ~~the~~also ~~market~~supply high-power and ~~are~~high-voltage ~~backed~~laser bypower ansolutions ~~internationally~~tailored ~~recognized~~for ~~certificate~~medical, ofdental, ~~safety~~ and ~~performance.~~industrial Wepulsed-energy ~~anticipate~~applications, ~~rapid~~as ~~growth in~~well ~~the~~as ~~number~~high-performance power ofproducts ~~EVs~~used in ~~North~~data-center ~~America~~infrastructure, ~~and~~semiconductor wefabrication ~~intend~~equipment, toand ~~expand~~desktop ~~our~~computing. ~~network~~Our ofportfolio ~~charging~~further ~~stations to accommodate this growth while prioritizing~~includes ~~development~~ruggedized ofAC/DC ~~locations~~and ~~with~~DC/DC ~~favorable~~conversion ~~traffic~~systems and ~~utilization~~value-added ~~characteristics.~~engineered ~~Below~~solutions ~~are~~for ~~renderings~~customers ofrequiring ~~our~~highly EVspecialized ~~charging products and~~performance ~~related services:~~characteristics.

~~- 2 -~~1

~~Our~~TOG ~~strategy is to be the supplier of choice across numerous markets that require high-quality power system solutions where custom design~~Technologies, ~~superior product, high~~ ~~quality, time to market and competitive prices are critical to business success~~Inc. 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.

~~Looking~~At ~~ahead,~~TOG ~~our~~Technologies ~~mission~~we provide iselectric tovehicle ~~maintain~~(“EV”) ~~our~~drivers ~~core~~and ~~business~~site hosts with convenient, reliable, and ~~existing~~high-speed ~~relationships~~charging ~~while~~solutions. ~~leveraging~~TOGT ~~the~~designs, manufactures, ~~experience~~resells, ~~and~~owns, ~~expertise~~operates, weand ~~have~~supplies ~~gained~~Level in2 ~~the~~alternating ~~development of~~current ~~power~~(“AC”) ~~system~~and ~~solutions~~direct tocurrent ~~introduce~~fast ~~best-in-class~~charging (“DCFC”) EV charging solutions for residential, commercial, and fleet applications. ByOur ~~offering~~Level ~~best~~2 charging systems are deployed at single-~~in-class~~family EVhomes, ~~charging~~multi-family ~~solutions~~residences, ashospitality ~~well~~healthcare ~~as a~~facilities, ~~convenient~~retail properties, ~~reliable~~municipalities, schools/universities, workplaces, and ~~affordable~~fleet EVdepots. ~~charging~~Our ~~e-mobility~~DCFC ~~network~~systems ~~through~~are ~~TOG~~designed ~~Technologies,~~for wehigh-traffic ~~intend~~urban, tosuburban, ~~drive~~corridor, ~~sustainable~~destination, ~~growth~~ and ~~continue~~ tofleet belocations, where arapid ~~recognized~~charging and ~~trusted~~high ~~provider~~utilization ofare ~~advanced power technology~~essential.

~~Our~~Leveraging ~~Power~~more ~~System~~than ~~Markets~~50 years of experience in high-performance power conversion, TOGT develops charging hardware and ~~Customers~~software solutions that address the expected global expansion of EV infrastructure and the increasing energy demands of battery-electric vehicles.

WeRecent sell our power systems as integrated solutions to 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. Our current commercial customer base consists of approximately 220 companies, which are served through our direct sales groups and our strategic partner channels. Our power supply products and related services sold through Digital Power accounted for all of our operating revenues in the years ended December 31, 2020 and 2021 and the six months ended June 30, 2022. During these time periods, approximately 83.7%, 87.6% and 82.8% of our revenues, respectively, were generated from customers located in North America. The key industries for these products include the following:Developments

~~Medical~~On ~~and~~October ~~Healthcare. Our power solutions are ideal for healthcare and medical applications that require a high level of reliability and performance due to their quality~~29, 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 standards2025, ~~including~~we ~~the EN60601-1-2 4.1 series of technical standards~~entered ~~for~~into ~~medical equipment and~~ the ~~Electromagnetic~~Securities ~~Compatibility~~Purchase ~~(“EMC”)~~Agreement ~~compliance~~with ~~requirements~~SJC, ~~and~~pursuant ~~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~~which ~~and~~SJC ~~qualify~~agreed ~~power products~~ to bepurchase ~~used~~up ~~in medical devices. We have obtained the medical quality management systems ISO 13485 certification~~ to ~~support~~an ~~rigorous~~aggregate ~~design~~principal ~~requirements~~amount ~~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$1, ~~patient monitoring systems~~650,000 ~~pulsed~~in ~~lasers~~Convertible ~~drivers~~Notes for ~~dental~~a ~~and~~total ~~surgical~~purchase ~~treatment,~~price ~~DNA~~of ~~sequencers~~$1, ~~medical beds and ultrasounds. Revenues from the medical and healthcare industry accounted for approximately 29%~~500,000 ~~32% and 36% of all revenues received from our power supply products during~~ (the ~~six months ended June 30, 2022 and years ended December 31, 2021 and 2020, respectively~~“Loan”).

~~Defense~~The ~~and~~Securities ~~Aerospace. We~~Purchase ~~offer a broad range of rugged power solutions for the defense and aerospace market. These solutions feature the ability to withstand~~Agreement ~~harsh~~provides ~~environments.~~that ~~For more than 50 years, we have been providing rugged commercial off~~ the ~~shelf~~purchase ~~(“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~~Convertible ~~demanding~~Notes ~~United~~will ~~States~~occur ~~and international Military Standards (“MIL-STDs”). Our military products meet all relevant military standards~~ in ~~accordance~~seven ~~with~~separate ~~the~~tranche ~~Defense Standardization Program Policies and Procedures. This includes specifications related to space~~closings, ~~weight,~~although ~~output~~SJC ~~power~~may, 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 State International Traffic in ~~Arms~~its ~~Regulations~~sole ~~(“ITAR”)~~discretion, ~~which are~~ ~~administered~~purchase byany ~~the~~principal ~~U.S.~~face ~~Department~~amount of ~~State.~~Convertible WeNotes ~~obtain~~prior ~~required export licenses for any exports subject~~ to ~~ITAR. Our defense manufacturing facilities are compliant with~~ the ~~international~~scheduled ~~Quality~~tranche ~~Management System standard for the Aviation, Space and Defense (“AS&D”) AS9100~~dates. The ~~typical~~initial ~~applications~~tranche ~~for~~closing, ~~our~~which ~~power products in the defense and aerospace industry include mobile and ground communications,~~occurred ~~naval~~on ~~power~~October ~~conversion~~29, ~~automated test and simulation equipment for weapon systems~~2025, ~~combat~~consisted ~~and airborne power supplies, radar arrays power source, tactical gyro position and navigation systems and active protection~~ of ~~tactical vehicles. Revenues from~~ the ~~defense~~issuance ~~and aerospace industry accounted for approximately 27%, 22% and 26%~~ of ~~all~~a ~~revenues~~Convertible ~~received~~Note ~~from~~in ~~our power supply products during~~ the ~~six~~principal ~~months~~amount ~~ended June~~of 30$440,000 ~~2022~~for ~~and~~a ~~years~~purchase ~~ended~~price ~~December~~of 31$400, ~~2021 and 2020, respectively~~000.

~~Industrial~~Pursuant ~~and~~to ~~Telecommunications.~~the Securities WePurchase ~~build~~Agreement, ~~products~~SJC ~~for~~is ~~custom~~required ~~and~~to ~~standard~~purchase ~~applications~~the ~~used~~second intranche ~~industrial~~of ~~and~~Convertible ~~telecommunication~~Notes ~~markets~~in ~~and set~~ the ~~standard~~principal inamount ~~flexibility, efficiency~~of ~~and reliability. Our compact~~$220,000 ~~high-density~~for ~~and~~a ~~flexible~~purchase price ~~power~~of ~~supplies and power converters allow optimal performance~~$200,000 ~~boost functionality~~on ~~and~~the ~~decrease~~day ~~costs.~~following ~~Due to~~ the ~~breadth~~filing of ~~our~~this ~~experience,~~registration ~~our~~statement ~~products~~with ~~have~~the ~~proven~~SEC, towhich ~~easily~~registers ~~meet~~for ~~stringent~~resale ~~design~~the ~~requirements.~~Conversion ~~Our~~Shares ~~industrial~~under ~~power~~the ~~solutions~~Securities ~~are~~Act. ~~designed~~Following tothe ~~stand~~SEC’s updeclaration toof ~~the~~effectiveness ~~extreme~~of ~~temperatures,~~this ~~input~~registration ~~surges~~statement, ~~vibration~~ and ~~shock~~subject ~~found through uses~~to ~~such~~satisfaction asof ~~industrial~~certain ~~automation,~~closing ~~material handling~~conditions, ~~industrial~~SJC ~~lasers,~~will ~~robotics,~~purchase ~~agriculture,~~additional ~~oil,~~Convertible ~~and~~Notes ~~gas,~~having ~~mining~~an ~~and~~aggregate ~~outdoor~~principal ~~applications. Our~~amount ~~technology~~of ~~is designed for superior thermal management~~$990, ~~reliability, EMI/EMC specifications and power density, with rugged performance~~000 ~~that is typically unavailable in standard power supplies. The typical applications~~ for ~~our~~a ~~power~~total ~~products~~purchase inprice ~~the~~of ~~industrial and telecommunications industry include packaging equipment~~$900, ~~laboratory and diagnostic equipment~~000, ~~industrial~~to ~~laser~~be ~~drivers,~~funded ~~datacenter~~in ~~computing~~monthly ~~and~~increments ~~turbomachinery control~~consistent ~~solutions.~~with ~~Revenues from~~ the ~~industrial~~tranche ~~and~~schedule ~~telecommunications~~set ~~industry~~forth ~~accounted~~in ~~for~~the ~~approximately 44%, 46% and 38% of all revenues~~Securities ~~received~~Purchase ~~from our power supply products during the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, respectively~~Agreement.

-The 3Convertible -Notes accrue interest at 12% per annum, increasing to 20% per annum on amounts in excess of $300,000 upon the occurrence of an event of default (as defined in the Convertible Notes). The Convertible Notes mature on the first anniversary of their respective issuance dates. The Convertible Notes are convertible into shares of our common stock at a conversion price equal to the greater of (i) $0.035 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations, or other similar transactions, and (ii) an amount representing a 20% discount to the lowest VWAP (as defined in the Convertible Notes) of our common stock on any trading day during the 10 trading days immediately preceding the conversion date.

~~Our~~See ~~Growth~~“Description of ~~Strategies~~the Convertible Note Financing” for more information.

We sell our power products and charging solutions in the form of hardware, extended warranty purchases, recurring network subscriptions 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 company’s growth 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 Level 3 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”) Software Platform as a Service (“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. 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 TOG Technologies, we have entered into several agreements, including an exclusive distribution agreement with Tesco Solutions LLC, an Indiana based construction firm, and non-exclusive distribution agreements with Unique Electric Solutions (“UES”), a New York based firm focused on re-powering school bus fleets, and EV-olution Charging Systems, an EVSE distributor based in Canada.

· 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 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. Along with our controlling stockholder, we are 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.

The Distribution

The TOGI Acquisition

On March 20, 2022, BitNile, Imperalis and TOGI entered into a Securities Purchase Agreement (the “Acquisition Agreement”). Pursuant to the Acquisition Agreement, BitNile agreed to (i) deliver to Imperalis all of the outstanding shares of common stock of TOGI held by BitNile (the “Acquisition”) and (ii) forgive and eliminate the intracompany accounts between BitNile and TOGI evidencing historical equity investments made by BitNile to TOGI, in the approximate amount of $36,000,000, in consideration for the issuance by Imperalis to BitNile of 25,000 shares of a new issue of series A convertible redeemable preferred stock having an aggregate liquidation preference of $25,000,000 and the right to vote with Imperalis common stock on an as-converted basis. On September 5, 2022, BitNile, Imperalis and TOGI entered into an amendment to the Agreement (the “Amendment”), pursuant to which Imperalis agreed to (i) use commercially reasonable efforts to effectuate a distribution by the Parent of 140 million 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”). The closing of the Acquisition occurred on September 6, 2022, following BitNile’s delivery to Imperalis of audited historical financial statements of TOGI and satisfaction of other customary closing conditions. Immediately following the closing of the Acquisition, TOGI became a wholly-owned subsidiary of Imperalis. The outstanding shares of common stock of Imperalis remained outstanding and unaffected following the closing of the Acquisition, as were outstanding warrants and stock options to purchase Imperalis common stock. Through an upstream merger, TOGI was merged with and into Imperalis. Additionally, Imperalis will dissolve its dormant subsidiary. The corporate name of Imperalis will be changed to TurnOnGreen, Inc. as promptly as practicable.

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Prior to the Acquisition, BitNile owned 80.0% of the outstanding shares of Imperalis common stock. As a result of receiving shares of series A convertible redeemable preferred stock of Imperalis, BitNile’s beneficial ownership of Imperalis’ voting shares increased to 91.1% of all voting shares as of the date of this prospectus. Pursuant to the Acquisition Agreement, BitNile acknowledged that it would distribute to its stockholders of record some or all of the shares of Imperalis common stock owned by it. Because BitNile controlled each of Imperalis and TOGI, the Acquisition was accounted for as a reorganization of entities under common control. TurnOnGreen’s pro forma financial statements included herein have been adjusted to give effect to the Acquisition on such basis. See “Introduction — The TOGI Acquisition.”

The Distribution

The management of BitNile, after extended study and analysis, has concluded that it is in the best interests of BitNile and its stockholders for BitNile to divest a substantial portion of its interest in TurnOnGreen by distributing 81.1% (140 million shares) of all outstanding shares of TurnOnGreen common stock and an equal number of warrants to purchase shares of TurnOnGreen common stock in the Distribution. At the time of the Distribution, TurnOnGreen will comprise all of BitNile’s power system solutions operations and assets. Imperalis is a publicly traded company and had operated in the past through three since discontinued subsidiaries in diverse businesses.

Reasons for the Distribution

In the opinion of the Board of Directors of BitNile, the Distribution is in the best interests of BitNile and its stockholders. The principal considerations that led BitNile to conclude that it should divest a substantial portion of its interest in TurnOnGreen are (i) BitNile’s desire to establish both itself and TurnOnGreen as distinct investment alternatives in the financial community, (ii) the lack of an appropriate fit between the power system and EV charging solutions businesses of TOGI and BitNile’s primary bitcoin mining operations and between the future strategic directions of both companies, (iii) the manufacturing and high-end engineering nature of TOGI’s business, in part, in mature industries, and (iv) the resulting differences in TurnOnGreen’s and BitNile’s financing strategies.

Manner of the Distribution

On or about _____ __, 2022 (the “Distribution Date”), BitNile will distribute to holders of record of BitNile common stock on ________ __, 2022 (the “Distribution Record Date”), without any consideration being paid by such holders, one share of TurnOnGreen common stock and a warrant to purchase one share of TurnOnGreen common stock for every ____ shares of BitNile common stock held on the Distribution Record Date. The distribution of TurnOnGreen common stock and warrants is referred to as the “Distribution.”

For BitNile stockholders who own BitNile common stock in registered form, in most cases the transfer agent will credit their shares of TurnOnGreen common stock and warrant certificates to book-entry accounts established to hold their TurnOnGreen common stock and warrants. The distribution agent will mail these stockholders a statement reflecting their TurnOnGreen common stock and warrant ownership shortly after the Distribution Date. For stockholders who own BitNile common stock through a broker, bank or other nominee, their shares of TurnOnGreen common stock and warrants will be credited to their accounts by that broker, bank or other nominee. See “The Distribution — Manner of the Distribution.”

Market Price and Trading

TurnOnGreen common stock is quoted on the Pink Open Market, operated by OTC Market Group Inc., under the symbol IMHC. The last reported sale price for TurnOnGreen common stock, as reported on the Pink Open Market, was $0.24 on October 12, 2022. Quotes of stock trading prices on any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Application has been submitted to have the shares of TurnOnGreen common stock to be received in the Distribution listed for quotation on the OTCQB Market. See “Trading and Dividend Information.”

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Results of the Distribution

Subsequent to the Distribution, BitNile will continue to beneficially own approximately 370,000 shares of TurnOnGreen common stock and 25,000 shares of series A convertible redeemable preferred stock, representing 52.4% of the then outstanding voting shares of TurnOnGreen, and remain TurnOnGreen’s largest stockholder.

Relationship between BitNile and TurnOnGreen after the Distribution

After the Distribution, BitNile may continue to perform certain administrative services for TurnOnGreen. These services will include certain use of BitNile’s management information system, assist in the preparation of SEC filings and federal and state tax returns and handling of certain cash management services.

The Board of Directors of TurnOnGreen has three members, none of whom are directors of BitNile, and consists of Amos Kohn, Marcus Charuvastra and Douglas Gintz. See “Directors and Executive Officers of TurnOnGreen.”

Federal Income Tax Aspects of the Distribution

If the fair market value of the TurnOnGreen common stock and warrants to purchase shares of common stock distributed to BitNile stockholders exceeds the tax basis of such TurnOnGreen common stock (in the hands of BitNile), then BitNile will recognize gain in the amount of such excess to the same extent as if such TurnOnGreen common stock and warrants were sold to BitNile stockholders at fair market value. It is also anticipated that the TurnOnGreen common stock and warrants distributed to BitNile stockholders in respect of their BitNile stock will be taxable to such stockholders as a dividend to the extent of BitNile’s earnings and profits. See “The Distribution — Federal Income Tax Aspects of the Distribution.” Stockholders are urged to consult their own advisors.

Risks Affecting Our Business

Stockholders should be aware of certain risks related to ownership of shares of TurnOnGreen common stock and warrants. Below are the principal factors that make ownership in the Company speculative:

· Our business model will continue to evolve as we focus on our EV charging operating segment, which increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions.

· 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.

· The COVID-19 pandemic has negatively impacted the global economy and has impacted our supply chain for computer chips and other electronic components and material parts from vendors, particularly as a result of disruptions from the temporary suspension of operations in locations where components are manufactured or held for distribution.

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· 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 profitability, and many of our competitors are larger and have greater financial and other resources than we do.

· As long as BitNile 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 BitNile 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. There is currently only a limited trading market for the TurnOnGreen common stock and there can be no assurance as to the extent of the trading market that will develop following the Distribution. Until September 6, 2022, we were a shell company and stockholders cannot rely on the provisions of Rule 144 for the resale of their shares until certain additional conditions are met. See “Risk Factors.”

Corporate Information

We were incorporated in Nevada in April 2005. ~~under~~On ~~the~~January ~~original~~15, ~~name~~2024, ofwe ~~Coloured (US) Inc. We~~ changed our ~~corporate~~ name to ~~Imperalis Holding Corp. in March 2011 and intend to change it to~~ TurnOnGreen, Inc. ~~as soon as practicable.~~ As a result of having no business or revenues from at least 2005 through September 6, 2022, we were previously deemed a shell company. As of September 6, 2022, we are no longer a shell company. ~~Our principal executive offices are located at 1421 McCarthy Blvd., Milpitas, California 95035 and its telephone number is (510) 657-2635. We maintain a corporate website at www.turnongreen.com.~~

~~Investors and~~The ~~others~~principal ~~should~~executive ~~note~~offices of ~~that~~ TurnOnGreen ~~uses~~are ~~social~~located ~~media~~at to1421 ~~communicate~~McCarthy ~~with~~Blvd., ~~the~~Milpitas, ~~public~~California ~~about~~95035 ~~the~~and ~~company,~~ its ~~products,~~telephone ~~new~~number ~~product~~is (510) 657-2635. TurnOnGreen ~~developments~~maintains ~~and~~a ~~other~~corporate ~~matters.~~website ~~Any~~at ~~information~~www.turnongreen.com. ~~that~~We ~~TurnOnGreen~~make ~~considers~~our toperiodic beand ~~material~~current toreports that anare ~~evaluation~~filed ofwith the ~~company~~SEC ~~will~~available, befree ~~included in~~of ~~filings~~charge, on ~~the~~our ~~SEC~~ website, ~~http://www.sec.gov,~~as ~~and~~soon ~~may~~as ~~also~~reasonably bepracticable ~~disseminated~~after ~~using~~such ~~TurnOnGreen’s~~material ~~investor~~is ~~relations~~electronically filed ~~website~~with, ~~which~~ ~~can~~or befurnished ~~found~~to, atthe ~~http://www~~SEC.~~turnongreen.com,~~ ~~and~~Information ~~press~~contained ~~releases. However~~on, ~~TurnOnGreen~~or ~~encourages~~accessible ~~investors~~through, ~~the~~our ~~media~~website ~~and~~is ~~others interested~~not ina ~~the~~part ~~company~~of, toand ~~also~~is ~~review~~not ~~its~~incorporated by ~~social~~reference ~~media~~into, ~~channels~~this prospectus.

TurnOnGreen does not incorporate the information on, or accessible through, its website into this prospectus, and you should not consider any information on, or that can be accessed through, its website a part of this prospectus.2

Implications of Being a Smaller Reporting Company

We ~~are~~ qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act. Weof ~~may~~1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the ~~scaled~~exemptions ~~disclosures~~ available to us as a smaller reporting ~~companies~~company, soincluding: (1) ~~long~~not asbeing required to comply with the ~~market~~auditor ~~value~~attestation requirements of ~~our~~Section ~~voting~~404(b) ~~and~~of ~~non~~the Sarbanes-~~voting~~Oxley ~~common~~Act ~~stock~~of ~~held~~2002 by(the ~~non~~“Sarbanes-~~affiliates~~Oxley isAct”); ~~less~~(2) ~~than~~scaled ~~$250.0 million~~executive ~~measured~~compensation ondisclosures; and (3) the ~~last~~ability ~~business~~to ~~day~~provide ofonly ~~our~~two ~~second~~years ~~fiscal~~of ~~quarter~~audited financial statements, instead orof ~~our~~three ~~annual~~years. ~~revenue~~We iswill ~~less~~continue ~~than~~to be a “smaller reporting company” until we have $~~100.0~~250 million or more in public ~~during~~float (based on our common stock) measured as of the last business day of our most recently completed second fiscal ~~year~~quarter ~~and~~or, in the ~~market~~event ~~value~~we ofhave no public float (based on our common stock) ~~held~~or bya ~~non-affiliates~~public float (based on our common stock) that is less than $700.0 million, ~~measured~~annual onrevenues ~~the~~of ~~last~~$100 million ~~business~~or ~~day~~more ofduring ~~our~~the ~~second~~most recently completed fiscal ~~quarter~~year.

-Summary 7of -Risk Factors

~~Summary~~Our ~~Historical~~business is subject to a number of risks and ~~Pro~~uncertainties ~~Forma~~that ~~Financial~~you ~~Data~~should understand before making an investment decision. The risks described under the heading “Risk Factors” immediately following this prospectus summary may have an adverse effect on our business, cash flows, financial condition and results of operations. These principal risks include, but are not limited to, the following:

~~The following~~Risks ~~summary~~Related ~~historical~~to ~~financial~~Our data has been derived from the audited financial statements of Imperalis for the two fiscal years ended December 31, 2021 and from the unaudited financial statements of Imperalis for the six months ended June 30, 2022. The following summary historical financial data should be read in conjunction with the financial statements of Imperalis and the notes thereto included in this prospectus.Business

~~Imperalis~~· ~~Summary~~We ~~Financial~~have ~~Data~~incurred recurring losses, expect to continue incurring losses for the foreseeable future, and our auditors have issued a going-concern qualification, which raises substantial doubt about our ability to continue operations without obtaining additional capital.

~~Statements~~· ofWe ~~Operations~~rely ~~Data:~~heavily on external financing, and future debt or equity financings may not be available on acceptable terms, or at all. Any such financing may impose restrictive covenants or result in significant dilution to our stockholders.

	For the Year Ended December 31,
	2021			2020
Total operating expenses	$	156,000		$	12,000
Loss from operations		(156,000	)		(12,000	)
Other expenses, net		(52,000	)		(34,000	)
Net loss	$	(208,000	)	$	(46,000	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		161,704,695			133,702,938

Our business model continues to evolve and may increase operational complexity, strain internal resources, and make it more difficult to forecast future results.

	For the Six Months Ended June 30,
	2022			2021
Total operating expenses	$	17,000		$	64,000
Loss from operations		(17,000	)		(64,000	)
Other expenses, net		(11,000	)		(26,000	)
Net loss	$	(28,000	)	$	(90,000	)
Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding, basic and diluted		161,704,695			141,422,091

Our growth strategy includes acquisitions, which expose us to risks related to identifying suitable targets, integrating acquired businesses, achieving anticipated efficiencies, retaining key personnel, and maintaining customer relationships.

~~Balance~~· ~~Sheet~~We ~~Data:~~depend on third-party suppliers and manufacturers, many located in China, Taiwan, and Israel—and disruptions caused by tariffs, political instability, supply chain issues, or trade policy changes may materially affect our operations.

				As of December 31,
	June 30, 2022			2021			2020
Cash and cash equivalent	$	4,000		$	22,000		$	29,000
Working capital	$	(57,000	)	$	(29,000	)	$	(53,000	)
Total assets	$	15,000		$	22,000		$	49,000
Total liabilities	$	173,000		$	152,000		$	102,000
Total stockholders’ equity	$	(158,000	)	$	(130,000	)	$	(53,000	)

Climate-related events, natural disasters, energy disruptions, or geopolitical instability may delay supply chains, impair operations, or reduce customer demand.

~~The following~~· ~~summary~~Weaknesses ~~historical~~in ~~financial~~our ~~data~~internal ~~presented~~controls ~~below~~and ~~has been derived from the audited combined~~ financial ~~statements~~reporting ofprocesses ~~TOGI~~could ~~for the~~impair ~~two fiscal years ended December 31, 2021 and from~~ the ~~unaudited~~accuracy ~~combined financial statements~~ of ~~TOGI~~our ~~for the six months ended June 30, 2022. The data should be read in conjunction with the~~ financial statements ~~of TOGI~~ and ~~the~~reduce ~~notes~~investor ~~thereto included in this prospectus~~confidence.

-Risks 8Related -to This Offering

~~TOGI~~· ~~Summary~~Our ~~Financial~~Comon ~~Data~~Stock has a limited trading market and may experience extreme price volatility, making it difficult for investors to sell their shares at desired times or prices.

~~Statements~~· ofOur ~~Operations~~Comon ~~Data:~~Stock may be considered a “penny stock,” subjecting it to heightened SEC rules and broker-dealer requirements, which can limit liquidity and reduce investor interest.

	For the Year Ended December 31,
	2021			2020
Revenues	$	5,346,000		$	5,416,000
Cost of revenue		3,662,000			3,821,000
Gross profit		1,684,000			1,595,000
Total operating expenses		3,511,000			2,172,000
Loss from operations		(1,827,000	)		(577,000	)
Interest income		-			9,000
Net loss	$	(1,827,000	)	$	(568,000	)
Basic and diluted net loss per common share	$	(1,827	)	$	(568	)
Weighted average common shares outstanding, basic and diluted		1,000			1,000

	For the Six Months Ended June 30,
	2022			2021
Revenues	$	2,191,000		$	3,213,000
Cost of revenue		1,338,000			1,837,000
Gross profit		853,000			1,376,000
Total operating expenses		2,790,000			1,640,000
Net (loss) income	$	(1,937,000	)	$	(264,000	)
Basic and diluted net (loss) income per common share	$	(1,937	)	$	(264	)
Weighted average common shares outstanding, basic and diluted		1,000			1,000

Future issuances of Comon Stock—whether pursuant to financings, warrant exercises, option exercises, or other transactions—may cause substantial dilution to existing stockholders.

~~Balance~~· ~~Sheet~~A ~~Data:~~small number of stockholders may control a significant portion of our outstanding shares and may influence or control important corporate decisions.

			As of December 31,
	June 30, 2022		2021		2020
Cash and cash equivalent	$	320,000	$	112,000	$	258,000
Working capital	$	2,428,000	$	2,536,000	$	88,000
Total assets	$	7,197,000	$	4,430,000	$	2,004,000
Total liabilities	$	3,883,000	$	1,440,000	$	1,730,000
Total stockholders’ equity	$	3,314,000	$	2,990,000	$	274,000

We may issue preferred stock without stockholder approval, which could have rights superior to those of Comon Stockholders and could adversely affect the value of our Comon Stock.

~~_______________________________~~Risks Related to the EV Industry

~~The following~~· ~~pro~~Changes ~~forma condensed combined financial information should be read~~ in ~~conjunction~~U.S. ~~with the separate historical financial statements of Imperalis~~ and ofinternational ~~TOGI~~fuel-economy ~~and~~standards, ~~the~~tax ~~notes~~incentives, ~~thereto~~or ~~included~~regulatory inpolicies ~~this~~may ~~prospectus.~~reduce ~~The~~demand ~~pro~~for ~~forma~~electric ~~condensed~~vehicles ~~combined~~and ~~financial~~related ~~data~~charging ~~is not necessarily indicative of the operating results that would have been achieved had the Acquisition been effective during the periods presented or the results that may be obtained in the future~~products.

~~Summary~~· ~~Unaudited~~Declining ~~Pro~~EV ~~Forma~~demand ~~Condensed~~or ~~Combined Financial~~slower-than-expected ~~Data~~adoption of ~~TurnOnGreen~~EV technologies may reduce the need for our products and services.

~~Statements~~· ofWe ~~Operations~~operate ~~Data:~~in a competitive, rapidly evolving industry with larger, better-capitalized competitors who may develop superior technologies, reduce prices, or capture market share.

	For the Six Months Ended June 30,
	2022			2021
Revenues	$	2,191,000		$	3,213,000
Cost of revenue		1,338,000			1,837,000
Gross profit		853,000			1,376,000
Total operating expenses		2,807,000			1,704,000
Loss from operations		(1,954,000	)		(328,000	)
Other expenses, net		(11,000	)		(26,000	)
Net loss		(1,965,000	)		(354,000	)
Preferred dividends		(1,000,000	)		(1,000,000	)
Net loss available to common stockholders	$	(2,965,000	)	$	(1,354,000	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.01	)
Weighted average common shares outstanding, basic and diluted		161,704,695			141,422,091

The EV industry is highly dependent on global supply chains, and disruptions in battery materials, electronics, or critical components could negatively affect demand and pricing.

-Risks 9Related -to Our Relationship With Hyperscale

	For the Year Ended December 31,
	2021			2020
Revenues	$	5,346,000		$	5,416,000
Cost of revenue		3,662,000			3,821,000
Gross profit		1,684,000			1,595,000
Total operating expenses		3,667,000			2,184,000
Loss from operations		(1,983,000	)		(589,000	)
Other expenses, net		(52,000	)		(34,000	)
Net loss		(2,035,000	)		(623,000	)
Preferred dividends		(2,000,000	)		(2,000,000	)
Net loss available to common stockholders	$	(4,035,000	)	$	(2,623,000	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding, basic and diluted		161,704,695			133,702,938

We cannot rely on Hyperscale or any affiliated entity to provide future financial assistance, capital support, or operational resources, and any assumption that such support will continue could be incorrect.

~~Balance~~· ~~Sheet~~Any ~~Data:~~financial instability, liquidity constraints, or strategic changes at Hyperscale could adversely impact our operations, reputation, or ability to raise capital.

			As of December 31,
	June 30, 2022		2021		2020
Cash and cash equivalent	$	324,000	$	134,000	$	287,000
Working capital	$	2,371,000	$	2,507,000	$	36,000
Total assets	$	7,212,000	$	4,452,000	$	2,053,000
Total liabilities	$	4,056,000	$	1,592,000	$	1,832,000
Total stockholders’ equity	$	3,156,000	$	2,860,000	$	221,000

Our reliance on Hyperscale for certain shared resources, relationships, or strategic initiatives may expose us to risks outside our direct control and could materially impact our ability to execute our business plan.

-· 10Conflicts -of interest may arise between our company and Hyperscale, which could result in decisions that are not aligned with the interests of our other stockholders.

THE OFFERING — RESALE OF COMMON STOCK UNDERLYING THE CONVERTIBLE NOTES

Issuer	TurnOnGreen, Inc.

Shares of Common Stock offered by the Selling Stockholder	Up to 47,142,858 shares of Common Stock to be issued upon the conversion of the Convertible Notes based upon the minimum conversion price of $0.035 per share.

Shares of Common Stock outstanding on December 16, 2025	183,983,122 shares of Common Stock

Shares of Common Stock outstanding after giving effect to issuance of all Conversion Shares	231,125,980 shares of Common Stock

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

Risk factors	See the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in the shares of Common Stock.

Plan of distribution	The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Common Stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

OTCID Market trading symbol	“TOGI”

SUMMARY FINANCIAL DATA

The following tables set forth our summary financial data for the periods indicated. We have derived the following summary of our statements of operations data for the years ended December 31, 2024 and 2023 and the balance sheet data as of December 31, 2024 and 2023 from our audited financial statements included elsewhere in this prospectus. We have derived the following summary of our statements of operations data for the nine months ended September 30, 2025 and 2024 and balance sheet data as of September 30, 2025, from our unaudited financial statements included elsewhere in this prospectus. We have prepared the financial statements on the same basis as the audited financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. Our historical results are not necessarily indicative of the results that should be expected for any future period. You should read the following summary financial data in conjunction with the other financial information contained in this prospectus, including under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and the related notes included elsewhere in this prospectus.

Statements of Operations

	Year Ended December 31,						Nine Months Ended September 30,
	2024			2023			2025			2024
Revenue	$	4,912,000		$	4,201,000		$	5,026,000		$	3,751,000
Cost of revenue		2,790,000			3,306,000			2,898,000			1,950,000
Gross profit		2,122,000			895,000			2,128,000			1,801,000

Operating expenses:
General and administration		3,610,000			4,123,000			2,654,000			2,718,000
Selling and marketing		1,293,000			1,446,000			737,000			1,019,000
Write off EV assets		763,000			-			-			-
Total operating expenses		5,666,000			5,569,000			3,391,000			3,737,000
Operating loss		(3,544,000	)		(4,674,000	)		(1,263,000	)		(1,936,000	)
Other expense:
Interest expense, related party		368,000			160,000			414,000			257,000
Interest expense		56,000			-			22,000			-
Total other expense		424,000			160,000			436,000			257,000
Loss before income taxes		(3,968,000	)		(4,834,000	)		(1,699,000	)		(2,193,000	)
Income tax provision		5,000						2,000
Net loss	$	(3,973,000	)	$	(4,834,000	)	$	(1,701,000	)	$	(2,193,000	)
Preferred dividends		-			(2,028,000	)		-			(1,011,000	)
Net loss available to common stockholders	$	(3,973,000	)	$	(6,862,000	)	$	(1,701,000	)	$	(3,204,000	)

Net loss per common share basic and diluted	$	(0.02	)	$	(0.04	)	$	(0.01	)	$	(0.02	)

Weighted average common shares, basic and diluted		183,944,607			177,562,045			183,982,271			183,942,957

Balance Sheet Data

	Year Ended December 31,						Nine Months Ended September 30,
	2024			2023			2025
Total assets	$	2,745,000		$	4,717,000		$	2,735,000
Total liabilities		8,477,000			9,143,000			10,165,000
Redeemable convertible preferred stock		25,000,000			25,000,000			25,000,000
Stockholders’ equity		16,355,000			13,688,000			16,358,000
Accumulated deficit		(47,087,000	)		(43,114,000	)		(48,788,000	)
Total stockholders’ deficit		(30,732,000	)		(29,426,000	)		(32,430,000	)
Total liabilities, redeemable preferred stock and stockholders’ deficit	$	2,745,000		$	4,717,000		$	2,735,000

RISK FACTORS

~~Stockholders~~Investing in our Common Stock involves a high degree of risk. You should becarefully consider the following risk factors as well as the other information set forth ~~aware~~in this prospectus, before deciding whether to invest in our Common Stock. Additional risks and uncertainties that we are unaware of ~~certain~~may become important factors that affect us. If any of these risks ~~related~~actually tooccurs, our business, financial condition and operating results may suffer, the ~~ownership~~trading price of ~~shares~~our ofCommon ~~TurnOnGreen~~Stock ~~common~~could ~~stock~~decline, ~~including~~and ~~those~~you ~~set~~may ~~forth~~lose ~~below~~all or part of your investment.

Risks Related to ~~the~~our ~~Company~~ Business and ~~Financial Condition~~Operations

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

As of ~~June~~September 30, ~~2022~~2025 and December 31, 2024, we had cash of $0.30 million and $0.0 million, respectively, and negative working capital of $27.49 million and $6.5 million, respectively. We have incurred recurring losses, anticipate continuing losses, and reported losses ~~for~~available to common stockholders for the ~~six~~nine months ended ~~June~~September 30, ~~2022~~2025 and the years ended December 31, ~~2021,~~2024 and ~~2020~~December 31, 2023 of $1.97 million, $14.80 million and $0.6.9 million, respectively. ~~In the past~~Historically, we have financed our operations principally through investment by ~~BitNile~~Hyperscale, our current parent company. ~~There can~~On beOctober no29, ~~assurance~~2025, ~~that~~we entered into the Securities Purchase Agreement with SJC for up to $1,650,000 ~~even~~in ifprincipal ~~our~~amount ~~revenues~~of ~~increase~~Convertible Notes; however, ~~future~~only ~~operations~~the ~~will~~initial ~~result~~tranche has been funded, and the remaining tranche purchases are subject to conditions and may not occur in ~~net~~full, ~~income~~on time or at all. ~~Our~~The ~~failure~~Convertible Notes accrue interest at 12% per annum (and up to ~~increase~~20% ~~our~~per ~~revenues~~annum upon certain events of default), mature one year from issuance, and may require repayment or ~~improve~~refinancing ~~our~~at ~~gross~~a ~~margins~~time ~~will~~when ~~harm~~we ~~our~~lack ~~business~~sufficient liquidity. WeEven ~~may~~if ~~not~~additional funds beare ~~able~~received toor ~~sustain~~if orour revenues increase, ~~profitability~~there oncan abe ~~quarterly~~no assurance that we will achieve or ~~annual~~sustain profitability, improve gross ~~basis~~margins inor ~~the~~generate ~~future~~sufficient revenues to support operations. 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~~In addition, 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.

~~TOGI’s~~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 ~~following the Distribution~~ on satisfactory terms, ~~which~~or at all; any financing we do obtain could dilute our stockholders and investors, or impose ~~burdensome~~ 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~~Common ~~stock~~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 ~~BitNile~~Hyperscale will support us financially in the future. There can be no assurance that we will be able to generate any further investor ~~interest~~ 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 obligations under the Loan are secured by substantially all of our assets, which could materially limit our flexibility and harm our business if we default.

In connection with the Loan, we and our subsidiaries granted SJC a continuing security interest in substantially all of our assets, including intellectual property, to secure repayment of the Convertible Notes. Under an Intellectual Property Security Agreement, SJC holds a security interest in our trademarks, copyrights, patents, and mask works; under a Security Agreement, SJC holds a security interest in substantially all of our other assets; and under a Pledge Agreement, we pledged the capital stock of our subsidiaries. If we default under the Loan, SJC could foreclose on these security interests and liquidate some or all of our assets, which could materially harm our business, financial condition and results of operations, potentially requiring us to reduce or cease operations and causing investors to lose all or part of their investment. Even absent a default, having substantially all of our assets pledged as collateral may limit our ability to obtain additional financing on favorable terms and could restrict our operational flexibility.

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

Our 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 inassuming 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.

- 11 -

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.

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.

Our 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.

- 12 -

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~~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.

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.

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.

- 13 -

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 ~~16.3~~2%, ~~12.4~~ 10%, and ~~17.2~~4% of revenues for the ~~six~~years ~~months~~ ended ~~June~~December 3031, ~~2022~~2024 and ~~the~~2023, ~~years~~and ~~ended~~for ~~December 31,~~the ~~2021~~nine ~~and~~months ~~2020~~ended September 30, 2025, 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~~ difficulty collecting accounts receivable and currency restrictions.

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~~ and material parts used as raw materials in our products may affect our ability to manufacture products which could substantially reduce backlog.

~~- 14 -~~12

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 ~~Chief Revenue Officer,~~ 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 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.

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.

Our performance and future success largely ~~depends~~depend on our continuing ability to identify, attract, train, retain and motivate qualified personnel, including our management, sales and marketing, 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 all these personnel as we continue to pursue our business strategy. 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.

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

We 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.

We generally 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.

Failure of our information technology infrastructure to operate effectively could adversely affect our business.

We depend heavily on information technology infrastructure to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such ~~events~~event could cause us to lose customers or revenue and could require us to incur significant ~~expense~~expenses to remediate.

Our insurance coverage and indemnity may be insufficient to cover potential liabilities we may face due to the risks inherent in the products and services we provide.

-We 15are -exposed to liabilities that are unique to 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 to 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.

We are exposed to liabilities that are unique to 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 of the 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 to 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.

While we maintain insurance 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, results of 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 effectively, and could significantly impact the cost and availability of adequate insurance in the future.

We rely heavily on information technology systems to operate our business and any disruptions to or data breach of these technology systems or if these systems were made unavailable for use, may have a material adverse effect on our business.

We rely extensively on our information technology systems and those of third parties to operate our business. Our information technology systems may be subject to damage or interruption from a number of factors, including but not limited to, electricity outages, equipment failure, telecommunications failures, security breaches, cyber-attacks, computer viruses, malware or other methods and causes. The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may also increase the frequency and magnitude of cyber-attacks. Although we make efforts to maintain the security, integrity and redundancy of our systems and have implemented various measures to manage the risk of system disruptions or failures, there can be no assurance that our efforts and measures will be effective. If any of our information technology systems or those of third parties on which we rely are damaged or made unavailable to us, it could have a material negative impact on our operations and profits.

We depend on a limited number of suppliers and key contract manufacturers who could disrupt our business and technology development activities if they stopped, decreased, delayed or were unable to meet our demand for shipments of their products or manufacturing of our products.

We depend on a limited number of suppliers of epitaxial wafers and contract manufacturers for our Indium Phosphide (“InP”) laser developments and optical interposer production activities. Some of these suppliers are sole source suppliers. We typically have not entered into long-term agreements with our suppliers. As a result, these suppliers generally may stop supplying us materials and other components at any time. Our reliance on a sole supplier or limited number of suppliers could result in delivery problems, reduced control over technology development, product development, pricing and quality, and an inability to identify and qualify another supplier in a timely manner. Some of our suppliers that may be small or under-capitalized may experience financial difficulties that could prevent them from supplying us materials and other components. In addition, our suppliers, including our sole source suppliers, may experience manufacturing delays or shutdowns due to circumstances beyond their control such as pandemics, earthquakes, floods, fires, labor unrest, political unrest or other natural disasters. A change in supplier could require technology transfer that could require multiple iterations of test wafers. This could result in significant delays in resumption of production.

Any supply deficiencies relating to the quality or quantities of materials or equipment we use to manufacture our products could materially and adversely affect our ability to fulfill customer orders and our results of operations. Lead times for the purchase of certain materials and equipment from suppliers have increased and, in some cases, have limited our ability to rapidly respond to increased demand, and may continue to do so in the future. To the extent we introduce additional contract manufacturing partners, introduce new products with new partners and/or move existing internal or external production lines to new partners, we could experience supply disruptions during the transition process. In addition, due to our customers’ requirements relating to the qualification of our suppliers and contract manufacturing facilities and operations, we cannot quickly enter into alternative supplier relationships, which prevent us from being able to respond immediately to adverse events affecting our suppliers.

Risks Related to the Offering

There could be a depressive effect on our market price from the sales of our Common Stock upon conversion of the Convertible Notes or the perception that such sales could occur.

The sale of shares of Common Stock upon the conversion of the Convertible Notes, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Given the number of shares of Common Stock registered for potential resale by the Selling Stockholder, the sale of shares by it, or the perception in the market that it intends to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock.

It is not possible to predict the actual number of shares of Common Stock that we will issue to the Selling Stockholder upon conversion of the Convertible Notes.

In connection with the Conversion Notes and assuming that the conversion price is the Floor Price of $0.035 per share, the Selling Stockholder is offering up to 47,142,858 Conversion Shares through this prospectus. However, there can be no assurance that the Selling Stockholder will elect to convert its Convertible Notes, when it may do so, or what the conversion price for the portion of any Convertible Note will be at the time of conversion of such portion. Consequently, we cannot predict how many Conversion Shares will actually be issued to the Selling Stockholder pursuant to this prospectus.

Conversions of the Convertible Notes may result in substantial dilution, and the timing, volume, and discounted pricing of such conversions and resales could cause the market price of our Common Stock to decline.

The Selling Stockholder may convert all, some, or none of its Convertible Notes into shares of our Common Stock, and may sell any or all of those shares at any time and from time to time in its sole discretion. Such conversions will dilute the ownership interests of existing stockholders, and actual or anticipated sales of the Conversion Shares could place downward pressure on the market price of our Common Stock. The Convertible Notes are convertible at a price that represents a discount to the market price of our Common Stock, subject to a floor price, which may allow the Selling Stockholder to convert the entire principal amount of the Convertible Notes into Common Stock upon the effectiveness of this registration statement. Because the conversion price fluctuates with the market price of our Common Stock and a number of factors outside our control, the number of shares issuable upon conversion may increase if our stock price declines, which could further intensify dilution and negatively affect the trading price of our Common Stock.

Risks Related to the Company and Financial Condition

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

There is no assurance of successful expansion of operations.

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.

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

Failure of our information technology infrastructure to operate effectively could adversely affect our business.

We depend heavily on information technology infrastructure to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such event could cause us to lose customers or revenue and could require us to incur significant expenses to remediate.

Our insurance coverage and indemnity may be insufficient to cover potential liabilities we may face due to the risks inherent in the products and services we provide.

We are exposed to liabilities that are unique to 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 to 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.

Risks Related to Our EV Charging Business and the EV Charging Industry

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

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.

In addition, most of our products are manufactured, assembled and 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 manufacture our products.

We may not be able to procure necessary key components or raw materials, or we may purchase excess raw material inventory or unusable inventory, which increases the risk of reserve charges to reduce the value of any inventory deemed excess or obsolete, thereby reducing our profitability.

The 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 choose, and have chosen, to mitigate 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 obsolete inventories, should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets, leading to order cancellation. If we identify excess inventory or determine certain inventory is obsolete (i.e., unusable), we likely will record additional inventory reserves (i.e., expenses representing the write-off of the excess or obsolete inventory), which could have an adverse effect on our gross margins and on our operating results.

We depend on international operators for a substantial portion of our components and products.

We purchase a substantial portion of our components from foreign manufacturers and have a substantial portion of our commercial products assembled, packaged and tested by subcontractors located outside the United States. These activities are subject to the uncertainties associated with international business operations, 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 a materially adverse effect on our business, financial condition, and/or operating results.

-Although 16no -assurance can be given that future disruptions will not occur, to date, we have not experienced any disruptions due to our reliance on foreign manufacturers. In the future, if any one of our 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.

~~Potential~~We ~~tariffs~~may orface ~~a global~~significant ~~trade~~risks ~~war~~and ~~could~~operational disruptions ~~increase~~in ~~the~~transitioning ~~cost~~to ofa ~~our~~new ~~products~~contract manufacturer, which could adversely ~~impact~~affect ~~the~~our ~~competitiveness~~business, results of ~~our~~operations, ~~products~~ and ~~our financial~~customer ~~results~~relationships.

~~Since~~Shifting ~~2018,~~production ~~the~~to ~~United~~a ~~States~~new ~~has~~contract ~~imposed~~manufacturer ~~tariffs~~(“CM”) oninvolves ~~certain~~numerous ~~imports~~challenges ~~from~~and ~~China.~~introduces Ifsubstantial ~~the~~risks ~~U.S.~~that ~~administration~~could ~~imposes~~materially ~~additional tariffs, or if additional tariffs or~~impact ~~trade~~our ~~restrictions~~operations. ~~are~~The ~~implemented~~transition bymay ~~the~~result ~~United~~in ~~States~~technical orand ~~other~~engineering ~~countries~~setbacks, including the ~~cost~~loss of ~~our~~specialized ~~products~~expertise ~~manufactured in China~~ and ~~imported~~difficulties ~~into~~in ~~the~~re-qualifying ~~United~~manufacturing ~~States~~processes orand ~~other~~replicating ~~countries~~established ~~could~~workflows ~~increase,~~at ~~which~~the innew ~~turn~~facility. ~~could~~We ~~adversely~~may ~~affect~~also ~~the~~face ~~demand~~quality ~~for these products~~ and ~~have~~reliability aissues ~~material~~as ~~adverse~~the ~~effect~~new onCM ~~our~~ramps ~~business~~up ~~and~~production, ~~results~~potentially ofresulting ~~operations.~~in Asincreased ofproduct ~~the~~defects ~~date~~or ofvariability ~~this~~in ~~prospectus,~~quality ~~tariffs~~standards. ~~have~~The change ~~not~~could ~~materially~~disrupt ~~adversely affected~~our ~~the~~supply ~~purchase~~chain ~~price~~due ofto ~~our~~uncertainty ~~products~~in ~~manufactured~~sourcing inraw ~~China~~materials and ~~imported~~components, ~~into~~extended ~~the~~lead ~~United~~times, ~~States~~or diminished supplier reliability.

Additionally, the transition may require significant capital expenditures related to new equipment, tooling, and inventory adjustments, as well as increased operational costs during the ramp-up period. We may experience delays in production output and reduced capacity during this time, which could impair our ability to meet customer demand. There is also a heightened risk of intellectual property leakage or confidentiality breaches associated with onboarding a new CM, along with potential compliance and regulatory hurdles that could delay necessary certifications.

Such disruptions may negatively impact customer satisfaction and damage our brand reputation, especially if product delivery timelines or quality expectations are not met.

Collectively, these risks could impair our ability to deliver products reliably, fulfill contractual obligations, and maintain our competitive position in the market.

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

We currently rely on foreign third-party manufacturers, and parts suppliers, including those in China, Taiwan, Israel, and other countries. The U.S. government has recently implemented tariffs on certain imports from multiple countries, including a tariff rate of up to 145% on goods imported from China. Additional baseline and supplemental duties have been imposed on goods from other countries, including Taiwan and Israel, though rates vary by product category and are subject to change. Tariff rates, exemptions, and exclusions may be revised or revoked over time, and new trade actions may be taken in response to evolving economic or political conditions. If these tariffs are maintained, increased, or extended to other countries, or if trade disputes escalate, our costs of goods and operating expenses could increase, and our supply chains could be disrupted. 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.

Disruption of our manufacturing facilities or other operations or those of our suppliers, or in the operations of our customers, due to climate change, earthquake, flood, other natural catastrophic events, public health crises or terrorism could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business.

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 , 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 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.

Changes to fuel economy standards may negatively impact the EV market and thus the demand for our products and services.

As 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 EV market ~~currently benefits~~has historically benefitted from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect our financial results.

Although 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 have historically been offset by fuel cost savings, federal tax credits, and state and utility incentives. The federal Clean Vehicle Tax Credits remain available to consumers, fleets, businesses, and tax-exempt entities only for clean vehicles acquired on or before September 30, 2025, including all-electric vehicles, plug-in hybrid electric vehicles, fuel cell EVs and EV charging infrastructure. Some states and electric utilities continue to offer additional incentives.

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 stations in the form of rebates, tax credits, and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to lower the effective price of EVs and EV charging stations to customers. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. For example, on 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 to their homes. However, makers of EV’s may well increase their prices for such vehicles by an equal amount, thereby removing any benefit that a prospective customer may have been eligible to receive.

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 availability of such credits may decline even with general governmental support of the transition to EV infrastructure. For example, in September 2020, California Governor Gavin Newsom issued Executive Order N-79-20 (the “EO”), ~~announcing~~ announcing a target for all in-state sales of new passenger cars and trucks to be zero-emission by 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~~ 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 addition, the EOCalifornia Energy ~~calls~~Commission Clean Transportation Program provides grants to light-duty local government and tribal government fleets for the purchase, ~~support~~installation, and maintenance of EVLevel ~~infrastructure,~~2 ~~the~~and ~~form~~DCFC. ofApplicants ~~this~~may ~~support~~receive isup ~~unclear.~~to If$12,500 ~~California~~per orLevel ~~other~~2 ~~jurisdictions~~port ~~choose~~and up to ~~adopt~~$100,000 ~~regulatory~~per ~~mandates~~DC fast ~~instead~~charging ofport. ~~establishing~~Eligible orprojects ~~continuing~~must ~~green~~install ~~energy~~a ~~credit~~minimum ~~regimes~~of ~~for~~100 EVcharging ~~infrastructure,~~ports. ~~our~~Applicants ~~revenue~~must ~~from~~be ~~these~~in ~~credits~~California ~~would~~and beprovide ~~adversely~~a cost share ~~impacted~~of at least 30% for limited segments.

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, provided that any such vehicle was acquired on or before September 30, 2025 and all eligibility requirements are met, including income and vehicle specifications.

The size and composition of the national public charging network will ultimately depend on evolving consumer behavior and will vary by community.

While growth in all types of charging is necessary, the eventual size and composition of the national public charging network will ultimately depend on the national rate of EV adoption, EV preferences across urban, suburban, and rural locations, access to residential/overnight charging, and 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 infrastructure) by varying the share of plug-in hybrids, driver charging etiquette, and access to private workplace charging. 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 $53–$127 billion in charging infrastructure is needed by 2030 (including private residential charging) 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:

$22–$72 billion for privately accessible Level 1 and Level 2 charging ports;

$27–$44 billion for publicly accessible fast charging ports; and

$5–$11 billion for publicly accessible Level 2 charging ports.

As mentioned earlier, the lack of substantial investment by 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.

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

Our growth is highly dependent upon the adoption by consumers of EVs, and we are subject to the 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 harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements, long development cycles for EV original equipment manufacturers, and changing consumer demands and behaviors.

We are in a highly competitive EV charging services industry and there can be no assurance that we will be able to compete with many of our competitors, which are larger and have greater financial resources.

We face strong competition from competitors 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 of our current and future competitors, many of whom may have far greater resources, will not independently develop services that are substantially equivalent or superior to our services. Therefore, an investment in our company is very risky and speculative due to the competitive environment in which we may operate.

Our competitors may be able to provide customers with different or greater capabilities or benefits than we can provide in areas such as technical qualifications, past contract performance, geographic presence and driver price. Further, many of our competitors may be able to utilize substantially greater resources and economies of scale to develop competing products and technologies, divert sales away from us by winning broader contracts or hire away our employees by offering more lucrative compensation packages.

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.

- 17 -

We do not typically install charging stations at 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 stations at a particular site is generally subject to oversight and 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 recognition of revenue in certain cases and/or impact customer relationships, either of which could impact our business and profitability.

Further, we may ~~in the future elect to~~ install charging stations at customer sites or manage contractors, ~~likely~~primarily as part of offering customers a turnkey solution. Working with contractors may require us to obtain licenses or require us or our customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability or cause customers to become dissatisfied with the solutions we offer, and our overall reputation would be harmed.

If we fail to offer high-quality support to charging station owners and drivers, our business and reputation will suffer.

Once a customer has installed our charging stations and subscribed to our services, station owners and drivers will rely on us to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so station owners can provide charging services and drivers can receive reliable charging for their EVs. The importance of high-quality customer support will increase as we seek to expand our business and pursue new customers and geographies. If we do not quickly resolve issues and provide effective support, our ability to retain customers or sell additional products and services to existing customers could suffer and our brand and reputation could be harmed.

We 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.

If we experience a significant increase in demand for our charging stations and services, or if we need to replace an existing supplier, it may not be possible to supplement or replace them on acceptable terms, which may undermine our ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers, or an interruption in their production, could have an adverse effect on our business, financial condition and operating results.

Moreover, the bi-directional EV charging station market as a whole is relatively new and charging station manufacturers are 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 a 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 technology inside the vehicles, in which case such risks could also be pushed on the vehicle OEMs. To the extent we rely on a single supplier, the risks to us would be intensified.

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

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 distributors to sell 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 revenues.

We rely on third-party vendors and subcontractors for supply of components, assemblies, and services and, therefore, cannot control the availability or quality of such components, assemblies, and services. Any interruptions in goods provided by these third parties may impair our ability to support our customers.

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.

- 18 -

If suppliers or subcontractors cannot provide their products or services on time or to our specifications, we may not be able to meet the demand for our products and our delivery times may be negatively affected. In addition, we cannot directly control the quality of the products and services provided by third parties. In order to expand revenue, we likely will need to identify and qualify new suppliers and subcontractors to supplant or replace existing suppliers and subcontractors, which may be a time-consuming and expensive process. In addition, 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 circumstances likely would lead to disruptions in our production, increased manufacturing costs, delays in shipping to our customers, and/or increases in prices paid to third parties for products and services.

As pointed out, we rely on a third-party partner to provide certain manufacturing steps associated with some of our proprietary process to support our power products and solutions. This process, developed with the third-party partners, involves complex printed circuit board assembly, advanced environmental conditioning and accelerated testing performed on equipment developed by us or the third-party partners. An important, differentiating benefit of this proprietary process is that it does not generate problematic effluent, resulting in an environmentally safe approach to our products with minimal waste. We have entered into agreements with a 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.23

We rely on a third-party partner to provide certain manufacturing steps associated with some of our proprietary processes to support our power products and solutions. This process, developed with the third-party partners, involves complex printed circuit board assembly, advanced environmental conditioning and accelerated testing performed on equipment developed by us or the third-party partners. An important, differentiating benefit of this proprietary process is that it does not generate problematic effluent, resulting in an environmentally safe approach to our products with minimal waste. We have entered into agreements with a 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.

To 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.

In the event one of our third-party vendors experiences a cybersecurity incident, we have taken steps to mitigate potential damages to our operations by diversifying our sources of supply to such 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 to our diverse sources of supply, we do not believe that cybersecurity incidents at the third-party vendor level of our supply chain will have a material impact on our business. However, if our third-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 be disrupted, or otherwise negatively affected. If we are unable to 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, and other consequences that could adversely affect our business.

We are dependent on information technology in our operations and the failure of such technology may adversely affect our business. Potential security breaches of our information technology systems, including cyber-attacks, could lead to liability or could damage our reputation and financial results.

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.

Information technology system and/or network disruptions could harm the company’s operations. Failure to effectively prevent, detect and recover from security breaches, including cyber-attacks, could result in the misuse of company assets, unauthorized use or publication of our trade secrets and confidential business information, disruption to the 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 parties may attempt to access our confidential information through other means, for example by fraudulently inducing our employees to disclose confidential information. We actively seek to prevent and detect any unauthorized access. These threats are also continually evolving and, as a result, might become increasingly difficult to detect.

We face intense industry competition, price erosion and product obsolescence, which, in turn, could reduce our profitability.

We operate in an industry that is generally characterized by intense competition. We believe that the principal bases of competition in our markets are breadth of product line, quality of products, stability, reliability and reputation of the provider, along with cost. Quantity discounts, price erosion, and rapid product obsolescence due to technological improvements are therefore common in our industry as competitors strive to retain or expand their market share. Product obsolescence can lead to increases in unsaleable inventory that may need to be written off and, therefore, could reduce our profitability. Similarly, price erosion can reduce our profitability by decreasing our revenues and our ~~gross~~ gross margins. In fact, we have seen price erosion over the last several years on most of the products we sell, and we expect additional ~~price~~ price erosion in the future.

If we are unable to satisfy our customers’ specific product quality, certification or network requirements, our business could be disrupted, and our financial condition could be harmed.

Our customers demand that our products meet stringent quality, performance and reliability standards. We have, from time to time, experienced problems in satisfying such standards. Defects or failures have occurred in the past, 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 ~~effect~~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.

Risks Related to Our Relationship with ~~BitNile~~Hyperscale

As long as ~~BitNile~~Hyperscale controls us, your ability to influence matters requiring stockholder approval will be limited.

~~After~~As ~~the~~of ~~Distribution~~December 16, ~~BitNile~~ ~~will~~2025, ~~own~~Hyperscale beneficially owns approximately 26 ~~370,000~~million shares of ~~TurnOnGreen~~our ~~common~~Common ~~stock~~Stock and ~~25,000~~approximately 33.5 million through its ownership of shares of ~~TurnOnGreen~~our ~~series~~Series A ~~convertible~~Preferred ~~redeemable~~Stock, ~~preferred~~the ~~stock~~Preferred Stock is subject to a 19.9% beneficial ownership limitation, representing approximately ~~52.4~~17% of the combined voting power of our outstanding ~~common~~Common ~~stock~~Stock. For so long as ~~BitNile~~ Hyperscale beneficially owns shares of our ~~common~~Common ~~stock~~Stock representing at least a majority of the votes entitled to be cast by the holders of outstanding ~~common~~ ~~stock~~Common Stock, and potentially even a number of beneficially owned shares that falls short of a majority, ~~BitNile~~Hyperscale will be able to elect all of the members of our board of directors, ~~BitNile will be able to elect all of~~ (the ~~members of our board of directors~~“Board”). For so long as any of the shares of Series A Preferred Stock remains issued and outstanding, ~~BitNile~~Hyperscale will have the ability to appoint a majority of our ~~board of directors~~Board.

In addition, until such time as ~~BitNile~~Hyperscale beneficially owns shares of our ~~common~~Common ~~stock~~Stock representing less than a majority of the votes entitled to be cast by the holders of outstanding ~~common~~Common ~~stock~~Stock, ~~BitNile~~Hyperscale will have the ability to take stockholder action without the vote of any other stockholder and ~~without~~ without having to call a stockholder meeting, and stockholders will not be able to affect the outcome of any stockholder vote during this period. As a result, ~~BitNile~~Hyperscale will have the ability to control all matters affecting us, including:

-· 19the -composition of our Board and, through our Board, any determination with respect to our business plans and policies;

•· ~~the composition of our Board and, through our Board,~~ any ~~determination~~determinations with respect to ~~our~~mergers, ~~business~~acquisitions ~~plans~~ and ~~policies~~other business combinations;

•· ~~any~~our ~~determinations~~acquisition ~~with~~or ~~respect~~disposition toof ~~mergers, acquisitions and other business combinations~~assets;

•· our ~~acquisition~~financing ~~or disposition of assets~~activities;

•· changes to our ~~financing~~articles ~~activities~~of incorporation and bylaws;

~~• changes to our articles of incorporation and bylaws;~~25

•· corporate opportunities that may be suitable for us and ~~BitNile~~Hyperscale;

•· determinations with respect to enforcement of rights we may have against third parties, including with respect to intellectual property rights;

•· the payment of dividends on our common stock;

•· the number of shares available for issuance under our stock plan for our prospective and existing employees; and

•· the strategy, direction and objectives of our business.

It should be noted that ~~BitNile~~Hyperscale may not require beneficial ownership amounting to an outright majority to control or very strongly influence any of the above matters, in part because many ~~shareholders~~stockholders would not attend, whether in person or not, any of our ~~shareholder~~stockholder meetings(s). If ~~BitNile~~Hyperscale 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. Hyperscale’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 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 without your or our approval and without providing for a purchase of your shares of Common Stock. Accordingly, your shares of Common Stock may be worth less than they would be if Hyperscale did not maintain voting control over us or have the additional rights described above.

~~BitNile~~Hyperscale’s ~~voting control~~interests and ~~its~~objectives ~~additional~~as ~~rights~~a ~~described~~stockholder ~~above~~ may ~~discourage~~not ~~transactions~~align ~~involving~~with, aor ~~change~~may ofeven ~~control~~directly ofconflict uswith, ~~including~~your ~~transactions~~interests inand ~~which you~~objectives as a ~~holder~~stockholder. For ofexample, ~~our~~Hyperscale ~~Common~~may ~~Stock~~be ~~might~~more ~~otherwise~~or ~~receive~~less interested in us entering into a ~~premium~~transaction ~~for~~or ~~your~~conducting ~~shares~~an ~~over~~activity due to the ~~then-current~~impact ~~market~~such transaction ~~price.~~or ~~BitNile~~activity ismay ~~not prohibited~~have ~~from~~on ~~selling~~Hyperscale as a ~~controlling~~company, ~~interest~~independent inof us. toIn such instances, Hyperscale may exercise its control over us in a ~~third~~way ~~party~~that is beneficial to Hyperscale, and ~~may~~you dowill sonot ~~without~~be ~~your~~able orto ~~our~~affect ~~approval~~the ~~and~~outcome ~~without~~so ~~providing for~~long as Hyperscale continues to hold a ~~purchase~~majority of ~~your~~the outstanding shares ofentitled ~~Common~~to ~~Stock~~vote. ~~Accordingly,~~Even ~~your~~if ~~shares~~Hyperscale ofwere ~~Common~~to ~~Stock~~reduce ~~may~~its beownership ~~worth~~below ~~less~~a ~~than~~majority ~~they~~of ~~would~~the beaggregate voting ifpower ~~BitNile did~~of ~~not~~the ~~maintain~~Common ~~voting~~Stock, it could still retain effective control ~~over~~of usour orcompany ~~have~~provided ~~the~~that ~~additional~~it ~~rights~~maintained ~~described~~a ~~above~~significant number of our outstanding Common Stock.

~~BitNile’s~~In ~~interests and~~the ~~objectives~~event asHyperscale ~~a stockholder may not align with, or may even directly conflict with, your interests and objectives as a stockholder.~~is ~~For~~acquired ~~example, BitNile may be more~~ or ~~less~~otherwise ~~interested~~undergoes ~~in us entering into~~ a ~~transaction~~change ~~or conducting an activity due to the impact such transaction or activity may have on BitNile as a company, independent~~ of ~~us. In such instances~~control, ~~BitNile~~any ~~may~~acquirer ~~exercise~~or ~~its~~successor ~~control over us in a way that is beneficial to BitNile, and you~~ will ~~not~~ be ~~able~~entitled to ~~affect~~exercise the ~~outcome~~voting socontrol ~~long~~and ~~as BitNile continues to hold a majority~~contractual rights of ~~the~~Hyperscale ~~outstanding~~and ~~shares~~may ~~entitled~~do toso ~~vote.~~in ~~Even if BitNile were to reduce its ownership below~~ a ~~majority~~manner ofthat ~~the aggregate voting power of the Common Stock, it~~ could ~~still~~vary ~~retain~~significantly ~~effective~~from ~~control~~what ofHyperscale ~~our~~would ~~company~~have ~~provided~~done ~~that~~or itnot ~~maintained a significant number of our outstanding Common Stock~~done.

InOur ~~the~~historical ~~event~~financial ~~BitNile~~information ~~is acquired~~as ~~or otherwise undergoes~~ a ~~change~~subsidiary of ~~control,~~Hyperscale ~~any~~may ~~acquirer~~not ~~or successor will~~ be ~~entitled~~representative ~~to exercise the voting control and contractual rights~~ of ~~BitNile~~our ~~and~~results ~~may~~as doan soindependent inpublic ~~a manner that could vary significantly from what BitNile would have done or not done~~company.

~~Our~~The historical financial information we ashave aincluded ~~subsidiary~~in this prospectus does not necessarily reflect what our financial position, results of ~~BitNile~~operations ~~may~~or cash flows would have been had we 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 Hyperscale, including tax, accounting, treasury, legal, human resources, compliance, insurance, sales and marketing services. The historical financial information is not benecessarily ~~representative~~indicative of what our 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 ana ~~independent~~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.

The historical financial information we have included in this prospectus 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 historical periods presented. The historical costs and expenses reflected in our consolidated financial statements include an allocation for certain corporate functions historically provided by BitNile, 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, 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 “Summary Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and notes thereto.26

~~After~~Risks ~~the~~Relating ~~Distribution, we~~to ~~will~~the beOwnership ~~a much smaller company than BitNile, which could result in increased costs because~~ of aOur ~~decrease in our purchasing power and~~Common ~~difficulty maintaining existing customer relationships and obtaining new customers.~~ Stock

~~Prior~~There tois the Distribution, we were able to take advantage of BitNile’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. While this may continue in some ways with BitNile as a ~~significant stockholder,~~limited wepublic ~~are~~market afor much smaller company than BitNile, and we cannot assure you that once we become independent, we will have access to financial and other resources comparable to those available to us prior to the Distribution. As a stand-alone company, we may be unable to obtain office space, goods, technology and services at prices or on terms as favorable as those available to us prior to the Distribution, which could increase our ~~costs and reduce our profitability. Likewise, we may find it more difficult to attract and retain high quality~~ ~~employees~~Common ~~as a smaller company than we could as a wholly owned subsidiary of BitNile, which could impact our results of operations~~Stock. Our future success also depends on our ability to develop and maintain relationships with customers. Our reduced relationship with BitNile and our smaller relative size after the Distribution may make it more difficult to develop and maintain relationships with customers, which could adversely affect our prospects.

-Although 20our -Common Stock has been publicly traded since 2007, due to the relatively few number of shares held in the “public float,” the relatively few number of stockholders and the infrequency of trading, 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.

~~Risks~~An ~~Relating~~active, toliquid ~~the~~trading ~~Distribution~~market ~~and~~for ~~Ownership~~our ofCommon ~~Our~~Stock does not currently exist and may not develop after this report, and as a result, you may not be able to sell your Common Stock ~~stock~~at or above the public offering price, or at all.

WeA ~~may~~relatively ~~not~~inactive ~~achieve the~~trading ~~benefits~~market ~~expected~~exists ~~from~~for our Common Stock on the ~~Distribution~~OTCID ~~and~~Market. ~~may~~No assurance can be ~~more~~given ~~susceptible~~as to ~~adverse~~the ~~events.~~following:

We· ~~expect~~ that, ~~as a company independent from BitNile,~~ we will be ~~able~~successful toin ~~grow~~causing ~~organically~~our ~~and~~Common ~~through~~Stock ~~acquisitions. Nonetheless, we may not be able~~ to ~~achieve any~~become oflisted ~~these~~on ~~benefits.~~the ~~Further,~~OTCQB byMarket ~~separating from BitNile~~or, ~~there~~in isthe ~~a risk that we may be more susceptible to adverse events than we would have otherwise experienced as a subsidiary of BitNile. As a subsidiary of BitNile~~future, weany ~~enjoyed~~national ~~certain~~securities ~~benefits,~~exchange ~~including~~such ~~economies of scope and scale in costs, employees and business relationships. These benefits may not be~~ as ~~readily~~The ~~achievable~~Nasdaq asCapital aMarket ~~smaller,~~or ~~stand-alone company.~~NYSE American;

~~There~~· isthe alikelihood ~~limited~~that ~~public market~~a ~~for~~more ~~TurnOnGreen~~active ~~common~~trading ~~stock,~~market ~~and~~for ~~there~~shares ~~may~~of beour aCommon ~~large~~Stock ~~number~~will ofdevelop ~~sales~~or ~~after~~be ~~the Distribution.~~sustained;

~~Although~~· ~~TurnOnGreen common stock has been publicly traded since 2007, due to~~ the ~~relatively~~liquidity ~~few number~~ of ~~shares~~any ~~held~~such ~~in the “public float,” the relatively few number of shareholders and the infrequency of trading, there is currently only a limited trading~~ market ~~for the TurnOnGreen common stock and there can be no assurance as to the extent of the trading market that will develop following the Distribution.~~;

~~Immediately~~· ~~after~~ the ~~Distribution, it~~ability ~~is possible that there may be a larger number~~ of ~~sellers~~our ~~than~~stockholders ~~purchasers of TurnOnGreen common stock, as new TurnOnGreen shareholders may not be interested in owning an interest in TurnOnGreen attempt~~ to sell their shares of ~~TurnOnGreen~~Common ~~common~~Stock; ~~stock. If such a situation exists, the price of TurnOnGreen common stock would likely be adversely affected. See “Trading and Dividend Information.”~~or

An· ~~active,~~the ~~liquid~~price ~~trading market~~that ~~for~~ our ~~common~~stockholders ~~stock does not currently exist and~~ may ~~not~~obtain ~~develop~~for ~~after~~their ~~this~~shares ~~offering,~~of ~~and~~Common ~~as a result, you may not be able to sell your common stock at or above the public offering price, or at all~~Stock.

AIf ~~relatively~~an ~~inactive~~active ~~trading~~ market ~~exists~~does not develop for our ~~common~~Common ~~stock~~Stock onor is not maintained, the ~~Pink~~market ~~Open~~price ~~Market~~of our Common Stock may decline and you may not be able to sell your shares. NoThe ~~assurance~~market ~~can~~price of our Common Stock may be ~~given~~highly asvolatile 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 ~~following:~~future market price of our Common Stock.

•Because ~~that we will be successful in causing~~ our ~~common~~Common ~~stock~~Stock tois ~~become listed on the OTCQB Market or~~a penny stock, inyou ~~the~~may ~~future,~~have ~~any~~difficulty ~~national~~selling ~~securities~~our ~~exchange~~Common ~~such as The Nasdaq Capital Market or NYSE American;~~Stock.

•Our ~~the~~Common ~~likelihood~~Stock ~~that~~is a penny stock, ~~more~~as ~~active~~defined by the SEC regulations, and therefore is subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The SEC rules may have the effect of reducing trading ~~market~~activity in our common stock by making it more difficult for investors to purchase and sell their shares. The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature and level of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction. In addition, the SEC’s rules also require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction before completion of the transaction. The existence of the SEC’s rules may result in a lower trading volume of our common stock and lower trading prices. Further, some broker-dealers will ~~develop~~not orprocess betransactions ~~sustained;~~in penny stocks.

•The price of our Common Stock may have little or no relationship to the ~~liquidity~~historical bid prices of ~~any~~our ~~such~~Common ~~market;~~Stock on the OTCID Market.

•There has been no public market for our capital stock other than on the ~~ability~~OTCID Market. Given the limited history of sales and the lack of publicly available information about our ~~stockholders~~business, financing and financial results available, among other factors, this information may have little or no relation to broader ~~sell~~market ~~their~~demand ~~shares~~for our Common Stock and thus the price of ~~common~~our ~~stock;~~Common orStock. As a result, you should not rely on these historical sales prices as they may differ materially from subsequent prices of our Common Stock following the Distribution.

~~• the price that our stockholders may obtain for their shares of common stock.~~27

IfFuture ansales, ~~active~~or ~~market~~the ~~does~~perception ~~not~~of ~~develop for our common~~future ~~stock or is not maintained~~sales, ~~the~~of ~~market~~a ~~price~~substantial amount of our ~~common stock may decline and you may not be able to sell your~~ shares. ~~The market price~~ of ~~our~~Common ~~common~~Stock ~~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~~depress ~~a significant impact on~~ the ~~future~~trading ~~market~~ price of our ~~common~~Common ~~stock~~Stock.

~~The~~If ~~price~~we ofor our ~~common~~stockholders ~~stock~~sell ~~may~~substantial ~~have~~amounts ~~little~~of our shares of Common Stock in the public market or noif ~~relationship~~the tomarket perceives that these sales could occur, the market ~~historical~~price ~~bid~~of ~~prices~~shares of our ~~common~~Common ~~stock~~Stock oncould decline. These sales may make it more difficult for us to sell equity or equity-linked securities in the ~~Pink~~future ~~Open~~at ~~Market~~a time and price that we deem appropriate, or to use equity as consideration for future acquisitions.

~~There~~As ~~has~~of ~~been~~the nodate ~~public market~~of ~~for~~this ~~our~~filing, ~~capital~~we ~~stock~~have ~~other~~2,000,000,000 ~~than~~shares ~~the~~of ~~Pink~~Common Stock ~~Open~~and ~~Market.~~50,000,000 ~~Given~~shares ~~the~~of ~~limited~~“blank ~~history~~check” ofpreferred ~~sales~~stock ~~and~~authorized. ~~the~~As ~~lack~~ of ~~publicly~~December ~~available~~16, ~~information about~~2025, ~~our~~we ~~business~~had 183,983,122 ~~financing~~shares of ~~and~~Common ~~financial~~Stock ~~results~~outstanding. ~~available,~~Of ~~among~~these ~~other~~shares, ~~factors~~170,808,311 ~~this~~shares ~~information~~of ~~may~~Common ~~have~~Stock ~~little~~are orcurrently noheld ~~relation~~by tounaffiliated stockholders. However, ~~broader~~these ~~market~~figures ~~demand~~do ~~for~~not ~~our~~take ~~common~~into ~~stock~~account ~~and~~issuances ~~thus~~of ~~the~~Common ~~price~~Stock ofthat ~~our~~we ~~common~~may ~~stock.~~make Asin athe ~~result~~future, ~~you~~including ~~should~~shares ~~not~~that ~~rely~~may onbe ~~these~~issued ~~historical~~upon ~~sales~~conversion ~~prices~~of asHyperscale’s ~~they~~preferred ~~may~~stock, ~~differ~~grants ~~materially~~under ~~from~~equity ~~subsequent~~incentive ~~prices~~plans ofor ~~our~~other ~~common stock following the Distribution~~transactions.

~~Future~~The ~~sales,~~rights orof the ~~perception of~~holders ~~future sales,~~ of aCommon ~~substantial~~Stock may ~~amount~~be ofimpaired ~~our~~by ~~shares of common stock could depress~~ the ~~trading~~potential ~~price~~issuance of ~~our~~preferred ~~common~~ stock.

-Our 21articles -of incorporation give our Board the right to create new series of preferred stock. As a result, the Board may, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation, or other rights which could adversely affect the voting power and equity interest of the holders of Common Stock. Preferred stock, which could be issued with the right to more than 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. Although we have no present intention to issue any shares of preferred stock in addition to those issued to Hyperscale in the Acquisition, we may issue such shares in the future.

IfBecause we ordo ~~our~~not ~~stockholders sell~~intend ~~substantial~~to ~~amounts~~pay ofdividends on our ~~shares~~Common ~~of common stock in the public market following the Distribution or if the market perceives that these sales could occur~~Stock, ~~the~~you ~~market~~must ~~price~~rely ofon ~~shares of our common~~ stock ~~could~~appreciation ~~decline. These sales may make it more difficult~~ for usany ~~to sell~~return ~~equity~~on oryour ~~equity-linked securities in the future at a time and price that we deem appropriate, or to use equity as consideration for future acquisitions~~investment.

~~After~~We ~~the~~presently ~~Distribution,~~intend weto retain ~~will~~any ~~have~~future ~~750,000,000~~earnings ~~shares~~and ofdo ~~common~~not ~~stock~~expect ~~and~~to ~~50,000,000~~pay ~~shares~~any ofdividends ~~“blank~~in ~~check”~~the ~~preferred~~foreseeable ~~stock authorized~~future. As ofa ~~October 12~~result, ~~2022,~~you wemust ~~had~~rely ~~172,694,837~~on ~~shares of common~~ stock ~~outstanding.~~appreciation and Ofa ~~these~~liquid ~~shares,~~trading ~~32,324,438~~market ~~shares~~for ofany ~~common~~return ~~stock~~on ~~are~~your ~~currently held by unaffiliated shareholders~~investment. ~~However,~~If ~~these~~an ~~figures~~active ~~do not take into account issuances of common stock that we may make between now~~ and ~~the~~ ~~Distribution~~liquid ~~Date,~~trading ~~including~~market ~~those~~does ~~subject~~not ~~to conversion of BitNile’s preferred stock~~develop, ~~nor~~you ~~does it account for any other shares that~~ may be ~~issued, including but not limited~~ unable to ~~such~~sell your shares ~~awarded~~of ~~under~~Common aStock ~~management~~at ~~incentive~~the ~~plan~~time ~~that~~you wewould ~~intend~~like to ~~establish before the Distribution~~sell.

~~The~~Anti-takeover ~~rights~~provisions ofin ~~the~~our ~~holders~~charter ofdocuments ~~common~~could ~~stock~~discourage, ~~may~~delay beor ~~impaired~~prevent bya change in control of our company and may affect the ~~potential~~trading ~~issuance~~price of ~~preferred~~our ~~stock~~Common Stock.

Our ~~articles~~corporate ofdocuments ~~incorporation~~and ~~gives~~Nevada ~~our~~law ~~board~~contain ofprovisions ~~directors~~that ~~the~~may ~~right~~enable toour ~~create~~Board ~~new~~to ~~series~~resist ~~of preferred stock. As~~ a ~~result,~~change ~~the~~in ~~board~~control of ~~directors~~our ~~may,~~company ~~without~~even ~~stockholder approval,~~if ~~issue~~a ~~preferred~~change ~~stock~~in ~~with~~control ~~voting,~~were to ~~dividend,~~be ~~conversion,~~considered ~~liquidation~~favorable orby ~~other~~you ~~rights~~and ~~which~~other ~~could~~stockholders. ~~adversely~~These ~~affect~~provisions ~~the~~authorize ~~voting power and equity interest of~~ the ~~holders~~issuance of ~~common~~“blank ~~stock.~~check” ~~Preferred~~ preferred stock, ~~which~~that could be issued ~~with~~by ~~the~~our ~~right~~Board to ~~more~~help ~~than~~defend ~~one~~against ~~vote per~~a ~~share~~takeover attempt. Further, ~~could~~Nevada belaw ~~utilized~~prohibits aslarge astockholders, ~~method~~in particular those owning 10% or more of ~~discouraging~~our outstanding voting stock, ~~delaying~~from merging or ~~preventing~~consolidating awith ~~change~~us ofexcept ~~control~~under certain circumstances. These ~~The~~provisions ~~possible~~and ~~impact~~other onprovisions ~~takeover attempts~~under ~~could~~Nevada ~~adversely~~law ~~affect~~could ~~the~~discourage, ~~price~~delay ofor ~~our~~prevent ~~common~~a ~~stock.~~transaction ~~Although~~involving wea ~~have~~change noin ~~present~~control of ~~intention~~our tocompany. ~~issue~~These ~~any~~provisions ~~shares~~could ofalso ~~preferred stock~~discourage ~~other~~proxy ~~than~~contests ~~those~~and tomake beit ~~issued~~more todifficult ~~BitNile~~for inyou ~~the~~and ~~Acquisition~~other orstockholders to ~~create~~elect directors aof ~~series~~your ofchoosing ~~preferred~~and ~~stock,~~cause weus ~~may~~to ~~issue~~take ~~such~~other ~~shares~~corporate ~~in the~~actions ~~future~~you desire.

Because we do not intend to pay dividends on our common stock, you must rely on stock appreciation for any return on your investment.

We presently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. As a result, you must rely on stock appreciation and a liquid trading market for any return on your investment. If an active and liquid trading market does not develop, you may be unable to sell your shares of common stock at the time you would like to sell.

Anti-takeover provisions in our charter documents could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Our corporate documents and Nevada law contain provisions that may enable our board of directors to resist a change in control of our company even if a change in control were to be considered favorable by you and other stockholders. These provisions authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to help defend against a takeover attempt. Further, Nevada law prohibits large stockholders, in particular those owning 10% or more of our outstanding voting stock, from merging or consolidating with us except under certain circumstances. These provisions and other provisions under Nevada law could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire.

The regulation of penny stocks by the SEC and FINRA may have an effect on the tradability of our securities.

Our shares of ~~common~~Common ~~stock~~Stock are currently ~~listed~~quoted ~~for trading~~ on the ~~Pink~~OTCID ~~Open~~ Market. Our ~~common~~Common ~~stock~~Stock is subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 for the past two years (or that, when combined with a spouse’s income, exceeds $300,000).

For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. 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.

In 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~~Common ~~stock~~Stock to sell our securities in any market that might develop for them.

Stockholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers 22that are often related to the promoter or issuer; (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. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

~~Stockholders~~The ~~should~~shares beof ~~aware~~our Common Stock ~~that,~~may ~~according~~be tothinly ~~Securities~~traded ~~and~~on ~~Exchange~~the ~~Commission~~OTCID Market, ~~the~~meaning ~~market~~that ~~for~~the ~~penny~~number ~~stocks~~of ~~has~~persons ~~suffered~~interested in ~~recent years~~purchasing ~~from~~our ~~patterns~~shares of ~~fraud~~ ~~and~~Common ~~abuse.~~Stock ~~Such~~at ~~patterns~~or near ~~include~~ask ~~(i) control~~prices ofat ~~the~~any ~~market~~given ~~for~~time ~~the~~may ~~security~~be byrelatively ~~one~~small or ~~a few broker~~non-~~dealers~~existent. ~~that~~This ~~are~~situation ~~often~~is ~~related~~ attributable to a number of factors, including the ~~promoter~~fact orthat ~~issuer;~~we ~~(ii) manipulation~~are ofa ~~prices~~small ~~through~~company ~~prearranged~~which ~~matching~~is ofrelatively ~~purchases~~unknown ~~and~~to ~~sales~~stock ~~and~~analysts, ~~false~~stock brokers, institutional investors and ~~misleading~~others ~~press~~in ~~releases;~~the ~~(iii) “boiler~~investment ~~room”~~community ~~practices~~that ~~involving~~generate ~~high-pressure~~or influence sales ~~tactics~~volume, and ~~unrealistic~~that ~~price~~even ~~projections by~~if ~~inexperienced~~we ~~sales~~came ~~persons;~~to ~~(iv) excessive~~the ~~and~~attention ~~undisclosed~~of ~~bid-ask~~such ~~differentials~~persons, ~~and~~they ~~markups~~tend to bybe ~~selling broker~~risk-~~dealers;~~averse and ~~(v) the wholesale~~would ~~dumping~~be ofreluctant ~~the~~to ~~same~~follow ~~securities~~an byunproven, ~~promoters~~early ~~and~~stage ~~broker-dealers~~company ~~after~~such ~~prices~~as ~~have~~ours ~~been~~or ~~manipulated~~purchase toor arecommend ~~desired~~the ~~consequent investor~~purchase ~~losses.~~of ~~Our~~our ~~management~~shares ~~is aware~~ of ~~the~~Common ~~abuses~~Stock ~~that~~until ~~have~~such ~~occurred~~time ~~historically~~as inwe ~~the~~became ~~penny~~more ~~stock~~seasoned ~~market~~and viable. ~~Although~~As wea doconsequence, ~~not~~there ~~expect~~may to be inperiods aof ~~position~~several days toor ~~dictate~~more ~~the~~when ~~behavior~~trading ofactivity ~~the~~in ~~market~~our orshares of ~~broker-dealers~~Common ~~who~~Stock ~~participate~~is inminimal ~~the~~or ~~market~~non-existent, ~~management~~as ~~will~~compared ~~strive~~to ~~within~~a seasoned issuer which has ~~the~~a ~~confines~~large and steady volume of ~~practical~~trading ~~limitations~~activity tothat ~~prevent~~will ~~the~~generally ~~described~~support ~~patterns~~continuous ~~from~~sales ~~being~~without ~~established~~an ~~with~~adverse ~~respect~~effect toon the price of our Common ~~securities~~Stock.

~~The~~If ~~shares~~securities ofanalysts ~~our~~do ~~common~~not ~~stock may~~publish ~~be thinly traded on the Pink Open Market, meaning that the number of persons interested in purchasing our shares of common stock at~~research or ~~near~~reports ~~ask~~about ~~prices~~our atbusiness ~~any given time may be relatively small~~ or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if ~~we came to the attention of such persons,~~ they ~~tend to~~publish benegative ~~risk-averse~~evaluations ~~and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase~~ of our ~~shares of common~~ stock ~~until such time as we became more seasoned and viable. As a consequence~~, ~~there~~the ~~may~~price ~~be periods~~ of ~~several days or more when trading activity in~~ our ~~shares~~Common ofStock ~~common~~could stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the price of our common stockdecline.

~~Until~~The ~~September~~trading 6,market ~~2022,~~for weour Common ~~were~~Stock awill ~~shell~~rely ~~company~~in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and asmay ~~such~~never ~~stockholders~~obtain ~~cannot~~research ~~rely~~coverage onby industry or financial analysts. If no or few analysts commence coverage of us, the ~~provisions~~trading price of ~~Rule 144~~our ~~for~~Common ~~the~~Stock ~~resale~~could decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their ~~shares~~evaluations ~~until~~of ~~certain~~our ~~conditions~~stock, ~~are~~the ~~met~~price 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 our Common Stock, which in turn could cause our stock price to decline.

We have been a shell company as defined under Rule 405 of the Securities Act of 1933. As securities issued by a former shell company, the securities issued by us can only be resold pursuant to an effective registration statement and not by utilizing the provisions of Rule 144 until certain conditions are met, including that: (i) we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (ii) we have filed all required reports under the Exchange Act of the preceding 12 months and (iii) one year has elapsed since we filed “Form 10” information (e.g. audited financial statements, management information and compensation, stockholder information, etc.).

Thus, a stockholder of ours will not be able to sell its shares until such time as a registration statement for those shares is filed or we become a reporting company, we have remained current on our Exchange Act filings for 12 months and we have filed the information as would be required by a “Form 10” filing.

Further, as a former shell company, we will not become eligible to use Form S-8 to register offerings of our securities until September 6, 2023.

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.

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our common stock could decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price 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 our common stock, which in turn could cause our stock price to decline.

Our charter provides for limitations of director liability and indemnification of directors, officers and employees.

Our articles of incorporation limit the liability of directors to the maximum extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability for any:

•· breach of their duty of loyalty to us or our stockholders; ~~• act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;~~

-· 23act -or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in the Nevada Revised Statutes; or • transaction from which the directors derived an improper personal benefit.29

unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in the Nevada Revised Statutes; or

transaction from which the directors derived an improper personal benefit.

These limitations of liability do not apply to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

Our ~~bylaws~~Bylaws provide that we will indemnify our directors, officers and employees to the fullest extent permitted by law. Our ~~bylaws~~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 limitation of liability in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might provide a benefit to us and our stockholders. Our results of operations and financial condition may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

General Risk Factors

If 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~~Common ~~stock~~Stock.

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.

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 ~~weakness~~weaknesses which ~~has~~have caused management to conclude that as of December 31, ~~2021~~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. InThe ~~addition, the Company~~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. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness.

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.

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, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and provide adequate disclosures of complex financial instruments 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 24have -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.

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.

Revenue Recognition. We intend on enhancing the design of existing controls and implement 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).

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.

Our operating results may vary from quarter to quarter.

Our operating results have in the past been subject to quarter-to-quarter fluctuations, and we expect that these fluctuations will continue, and may increase in magnitude, in future periods. Demand for our products is driven by many factors, including the availability of funding for our products in our customers’ capital budgets. There is a trend for some of our customers to place large orders near the end of a quarter or fiscal year, 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 of our revenues in any future period. In addition, the number and timing of large individual sales and the ability to obtain 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 all. The 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 be below the expectations of public market analysts or investors. In such events, or in the event adverse conditions prevail, the market price of our Common Stock may decline significantly.

Many of our competitors are larger and have greater financial and other resources than we do.

Our products compete and will compete with similar if not identical products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distribution personnel, and other resources than we do. Using said resources, these companies can implement extensive advertising and 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 be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive.

Existing or new competitors may develop products or technologies that more effectively address the demands of our customers and markets with enhanced performance, features and functionality or lower cost. Larger competitors frequently seek to maintain market share and protect customer relationships through heavily discounted pricing, which we may not be able to match. 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 in the U.S. tax and other laws and regulations may adversely affect our business.

The 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 ~~from our international operations~~, 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 reinvested outside the U.S. is generally taxed at local rates, which may be much lower than U.S. tax rates. If we expand abroad and there are changes in tax laws, regulations or interpretations that significantly increase the tax rates on non-U.S. income, our effective tax rate could increase, and our 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.

Our sales and profitability may be affected by changes in economic, business and industry conditions.

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:

•· the introduction and market acceptance of new technologies, products and services; • new competitors and new forms of competition; • the size and timing of customer orders (for retail distributed physical product); • the size and timing of capital expenditures by our customers; • adverse changes in the credit quality of our customers and suppliers; • changes in the pricing policies of, or the introduction of, new products and services by us or our competitors; • changes in the terms of our contracts with our customers or suppliers; • the availability of products from our suppliers; and • variations in product costs and the mix of products sold.

-· 25new -competitors and new forms of competition;

the size and timing of customer orders (for retail distributed physical product);

the size and timing of capital expenditures by our customers;

adverse changes in the credit quality of our customers and suppliers;

changes in the pricing policies of, or the introduction of, new products and services by us or our competitors;

changes in the terms of our contracts with our customers or suppliers;

the availability of products from our suppliers; and

variations in product costs and the mix of products sold.

These trends and factors could adversely affect our business, profitability and financial condition and diminish our ability to achieve our strategic objectives.

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

Many of our products consist entirely 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, 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 divert our resources from the development of our business. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be adversely affected.

Although we attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, require us to reengineer or cease sales of our products or require us to enter into royalty or license agreements which are 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.

If 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.

Our products are complex, and despite extensive testing, may contain defects or undetected errors or failures that may become apparent only after our products have been shipped to our customers and installed in their network or after product features or new versions are released. Any such defect, error or failure could result in failure of market acceptance of our products or damage to our reputation or relations with our customers, resulting in substantial costs for us and our customers, as well as the cancellation of 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 arise from the use of our 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, it may not be adequate.

The elimination of monetary liability against our directors, officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our articles of incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders 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 stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

Failure to build our finance infrastructure and improve our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

As a public company, we will operate in an increasingly demanding regulatory environment, which requires us to comply with SOX, the rules and regulations of the SEC, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by SOX include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. Commencing with our fiscal year ending ~~the year after this offering is completed~~2024, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 10-K filing for that year, as required by Section 404 of SOX. We have never been required to test our internal controls within a specified period and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

~~- 26 -~~34

We anticipate that the process of building our accounting and 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 the management of our financial, accounting, human resources 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 in unanticipated costs and diversion of management attention. In addition, we may discover weaknesses in our system of internal financial and accounting 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 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.

If we are not able to comply with the requirements of Section 404 of SOX in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and we could be subject to sanctions or investigations by the SEC or other regulatory authorities.

The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.35

~~The COVID-19 pandemic has~~CAUTIONARY ~~continued~~NOTE toREGARDING affect many countries, upending entire supply chains of many important industries. In the attempt to control this pandemic, governments have imposed actions to assist limiting the spread of the disease, including orders to lockdowns, shelterFORWARD-~~in-place,~~LOOKING travel restrictions, and mandated business closures, have adversely affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. Our operations have been affected by a range of external factors related to the COVID-19 pandemic that are not within our control. The epidemic is having a very significant impact the electronics sector, with key manufacturers either completely closed following the orders issued by local governments or having to operate in an environment with inadequate numbers of staff at manufacturing units to maintain the security of their personnel. For example, many cities, counties, states and countries have imposed or may impose a wide range of restrictions on the physical movement of our employees, partners, and customers to limit the spread of COVID-19. The COVID-19 pandemic have a substantial impact on electronics manufactures. Many electronics manufactures are in dire need of electronics materials and materials required to support the manufacturing of products as well as staff to maintain core functions. The productivity of our employees and partners, a continued substantial impact on the attendance of our employees, or a continued and substantial impact on the ability of our customers to purchase our offerings, is likely to lead to our results of operations and overall financial performance may being harmed. The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, the disruption caused by such actions, and the impact of these and other factors on our employees, customers, partners, vendors and the global economy. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed. For more information with respect to the COVID-19 pandemic and its impact on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Impact of Coronavirus on Our Operations.”STATEMENTS

This registration statement, of which this prospectus forms a part, contains forward-looking 27statements. All statements other than statements of historical fact contained herein, including statements regarding our business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies are forward-looking statements. Words such as “anticipates,” “assumes,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “seeks,” “projects,” “targets,” and “would,” and their opposites and similar expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will actually be achieved. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. The factors described under “Risk Factors” in this prospectus or any accompanying prospectus supplement and other factors could cause our or our industry’s future results to differ materially from historical results or those anticipated or expressed in any of our forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS~~36

This prospectus contains forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Such forward-looking statements include statements regarding, among others, (a) our expectations about possible business combinations, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this prospectus.

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:

· adverse economic conditions; · our ability to effectively execute our business plan; · inability to raise sufficient additional capital to operate our business; · our ability to manage our expansion, growth and operating expenses; · our ability to evaluate and measure our business, prospects and performance metrics; · our ability to compete and succeed in highly competitive and evolving industries; · our ability to respond and adapt to changes in technology and customer behavior; · our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and · other specific risks referred to in the section entitled “Risk Factors.”

We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

Information regarding market and industry statistics contained in this prospectus is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. Except as required by U.S. federal securities laws, we have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

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INTRODUCTION

The Company

Prior to the Acquisition and related transactions described below, Imperalis was deemed to be a shell company having previously engaged in diverse industries through three subsidiaries whose businesses were discontinued in 2020, and having no continuing operating business or revenues. TOGI, which became a wholly-owned subsidiary of Imperalis on September 6, 2022 as a result of the Acquisition and thereafter merged with and into TurnOnGreen (as renamed), is engaged, through its wholly-owned subsidiaries Digital Power Corp. (“Digital Power”) and TOG Technologies, Inc. (“TOG Technologies”), in the design, development, manufacture and sale of highly engineered, feature-rich, high-grade power conversion and power system solutions for mission-critical applications and processes. For more than 50 years, Digital Power has been devoted to the perfection of power solution products that have enabled customer innovation in complex applications covering a wide range of industries. A natural outgrowth of the development of these power systems has been TOG Technologies’ effort to apply such proprietary core power technologies to optimizing the design and performance of electric vehicle (“EV”) charging solutions. TOG Technologies began commercial sales of its product line of high-speed charging solutions in mid-2021. Currently, TurnOnGreen’s only operations consist of the historical TOGI power system solutions and EV charging businesses.

TurnOnGreen was incorporated in the State of Nevada on April 5, 2005 and amended its articles of incorporation to change its corporate name to TurnOnGreen, Inc. in May 2022. TOGI was incorporated in the State of Nevada in January 2020 and has been operating continuously (through Digital Power) since 1969. The principal executive offices of TurnOnGreen are located at 1421 McCarthy Blvd., Milpitas, California 95035, its telephone number is (510) 657-2635 and its corporate website is at www.turnongreen.com.

The Imperalis Stock Purchase

On December 16, 2021, BitNile entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the majority stockholders of Imperalis. Pursuant to the Purchase Agreement, BitNile purchased 129,363,756 shares of Imperalis common stock from the stockholders, representing approximately 80% of the then outstanding shares of Imperalis common stock, which figure excludes the approximately 11 million shares issued to Ault Lending, LLC (f/k/a Digital Power Lending, LLC) (“Ault Lending”), a wholly owned subsidiary of BitNile, upon its conversion of the Imperalis Note discussed below. The Imperalis stockholders received in consideration for their shares an aggregate of approximately $200,000 in cash. The transaction resulted in a change in control of Imperalis. All of the shares purchased by BitNile under the Purchase Agreement are being registered in this prospectus in connection with the Distribution.

Prior to entering into the Purchase Agreement, on December 15, 2021, Ault Lending entered into an exchange agreement with Imperalis pursuant to which Imperalis issued to Ault Lending a convertible promissory note (the “Imperalis Note”) in the principal amount of $101,529, in exchange for prior promissory notes dated August 18, 2021 and November 5, 2021 issued by Imperalis to Ault Lending in the aggregate principal amount of $100,000, which had accrued, unpaid interest of $1,529 as of the December 15, 2021. The terms of the Imperalis Note provide for (i) an interest rate at 10% per annum, (ii) a maturity date of December 15, 2023, and (iii) conversion of the principal, together with accrued but unpaid interest thereon, into shares of Imperalis common stock at Ault Lending’s option at a conversion price of $0.01 per share. On October 12, 2022, Ault Lending received 10,990,142 shares of Imperalis common stock upon the conversion of principal and accrued interest on the Imperalis Note in the aggregate amount of $109,901. Substantially all of the shares received by Ault Lending upon conversion of the Imperalis Note are being registered in this prospectus in connection with the Distribution.

The TOGI Acquisition

On March 20, 2022, BitNile, Imperalis and TOGI entered into a Securities Purchase Agreement (the “Acquisition Agreement”). Pursuant to the Acquisition Agreement, BitNile agreed to (i) deliver to Imperalis all of the outstanding shares of common stock of TOGI held by BitNile (the “Acquisition”) and (ii) forgive and eliminate the intracompany accounts between BitNile and TOGI evidencing historical equity investments made by BitNile to TOGI in the approximate amount of $36,000,000, in consideration for the issuance by Imperalis to BitNile of 25,000 shares of a new issue of series A convertible redeemable preferred stock having an aggregate liquidation preference of $25,000,000 and the right to vote with Imperalis common stock on an as-converted basis. The closing of the Acquisition occurred on September 6, 2022, following BitNile’s delivery to Imperalis of audited historical financial statements of TOGI and satisfaction of other customary closing conditions. Immediately following the closing of the Acquisition, TOGI became a wholly owned subsidiary of Imperalis. The outstanding shares of common stock of Imperalis remained outstanding and unaffected following the closing of the Acquisition, as were outstanding warrants and stock options to purchase Imperalis common stock. Through an upstream merger, TOGI was merged with and into Imperalis. Additionally, Imperalis’ will dissolve its dormant subsidiary. The corporate name of Imperalis will be changed to TurnOnGreen, Inc. as promptly as practicable.

- 29 -

Prior to the Acquisition, BitNile owned 80.0% of the outstanding shares of Imperalis common stock. As a result of receiving shares of series A convertible redeemable preferred stock of Imperalis, BitNile’s beneficial ownership of Imperalis’ voting shares increased to 91.1% of all voting shares, including the approximately 11 million shares issued to Ault Lending upon conversion of the Imperalis Note. Pursuant to the Acquisition Agreement, BitNile acknowledged that it would distribute to its stockholders of record some or all of the shares of Imperalis common stock owned by it. Because BitNile controlled each of Imperalis and TOGI, the Acquisition was accounted for as a reorganization of entities under common control. TurnOnGreen's pro forma financial statements included herein have been adjusted to give effect to the Acquisition on such basis. See “Introduction — The TOGI Acquisition.”

THE DISTRIBUTION

The management of BitNile, after extended study and analysis, has concluded that it is in the best interests of BitNile and its stockholders for BitNile to divest a substantial portion of its interest in TurnOnGreen. After investigating available alternatives, BitNile has decided to divest such interest by distributing 81.1% (140 million shares) of all outstanding shares of TurnOnGreen common stock in the Distribution. At the time of the Distribution, TurnOnGreen will comprise all of BitNile’s power system and EV charging solutions operations and assets. TurnOnGreen is a publicly traded company whose shares are quoted on the Pink Open (Current) Market, operated by OTC Market Group Inc.

Reasons for the Distribution

The principal considerations that led BitNile to conclude that it should divest a substantial portion of its interest in TOGI are (i) BitNile’s desire to establish both itself and TOGI as distinct investment alternatives in the financial community, (ii) the lack of an appropriate fit between the power system and EV charging solutions business of TOGI and BitNile’s primary bitcoin mining operations and between the future strategic directions of both companies, (iii) the manufacturing and high-end engineering nature of TOGI’s business, in part, in mature industries, and (iv) the resulting differences in TOGI’s and BitNile’s financing strategies.

Manner of the Distribution

In order to effect the Distribution, on or before the Distribution Date, BitNile will transfer to Computershare Trust Company, N.A., as distribution agent (the “Agent”) for holders of record of BitNile common stock at the close of business on the Distribution Record Date, 140 million shares of TurnOnGreen common stock. Such shares will be distributed to BitNile stockholders on the Distribution Record Date, without any consideration being paid by such holders, on the basis of one share of TurnOnGreen common stock.

Further, on or before the Distribution Date, TurnOnGreen will issue and deliver to BitNile, and BitNile will then deliver to the Agent, at the close of business on the Distribution Record Date, warrants to purchase 140 million shares of TurnOnGreen common stock. Such warrants will be distributed to BitNile stockholders on the Distribution Record Date, without any consideration being paid by such holders, on the basis of one warrant to purchase one share of TurnOnGreen common stock for every ___ shares of BitNile common stock held on the Distribution Record Date.

Based on the number of shares of BitNile common stock outstanding on ______ __, 2022, 140,000,000 shares of TurnOnGreen common stock, representing 81.1% of its then outstanding shares, and warrants to purchase common stock in an equal number, will be distributed when the Distribution is effected. No certificates or scrip representing fractional shares of TurnOnGreen common stock will be issued as part of the Distribution. In lieu of receiving fractional shares, holders who would otherwise be entitled to receive a fractional share of TurnOnGreen common stock will receive cash for such fractional interest. Such cash will be derived from the sale of fractional interests by the Agent on behalf of holders otherwise entitled to fractional shares. The Agent, as promptly as practicable after the Distribution Date, will sell all fractional share interests in the Pink Open Market, or under certain circumstances to TurnOnGreen, at then prevailing prices and distribute the net proceeds to stockholders entitled thereto. See “Federal Income Tax Aspects of the Distribution.”

The Distribution will be made in book-entry form. For BitNile stockholders who own BitNile common stock in registered form, in most cases the transfer agent will credit their shares of TurnOnGreen common stock and warrant certificates to book-entry accounts established to hold their TurnOnGreen common stock and warrants. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are issued. The Agent will mail these stockholders a statement reflecting their TurnOnGreen common stock and warrant ownership shortly after the Distribution Date. For stockholders who own BitNile common stock through a broker, bank or other nominee, their shares of TurnOnGreen common stock and warrants will be credited to their accounts by that broker, bank or other nominee. Each share of TurnOnGreen common stock that is distributed will be validly issued, fully paid and nonassessable. See “Description of TurnOnGreen Capital Stock.” Following the Distribution, stockholders whose shares are held in book-entry form may request the transfer of their shares of TurnOnGreen common stock to a brokerage or other account at any time, without charge.

No holder of BitNile common stock will be required to pay any cash or other consideration for the shares of TurnOnGreen common stock and warrants to be received by them in the Distribution or to surrender or exchange their respective shares in order to receive shares of TurnOnGreen common stock and warrants.

- 30 -

Market Price and Trading

Results of the Distribution

Subsequent to the Distribution, BitNile will continue to beneficially own approximately 370,000 shares of TurnOnGreen common stock, and 189,279,225 shares of TurnOnGreen common stock underlying the Series A convertible redeemable preferred stock, representing 52.4% of the outstanding voting shares of TurnOnGreen, and remain TurnOnGreen’s largest stockholder.

Relationship between BitNile and TurnOnGreen after the Distribution

After the Distribution, BitNile will continue to perform certain administrative services for TurnOnGreen. These services will include certain use of BitNile’s management information systems, assist in the preparation of federal and state tax returns and handling of certain cash management services.

The Board of Directors of TurnOnGreen, which has three members, consisting of Amos Kohn, Marcus Charuvastra and Douglas Gintz. See “Management of TurnOnGreen.”

Federal Income Tax Aspects of the Distribution

THE FOLLOWING IS A SUMMARY OF THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION. THIS SUMMARY DOES NOT DISCUSS TAX CONSEQUENCES TO CATEGORIES OF HOLDERS ENTITLED TO SPECIAL TREATMENT UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), INCLUDING, WITHOUT LIMITATION, FOREIGN PERSONS, TAX-EXEMPT ORGANIZATIONS, INSURANCE COMPANIES, FINANCIAL INSTITUTIONS AND DEALERS IN STOCKS AND SECURITIES. NO RULINGS WILL BE SOUGHT FROM THE INTERNAL REVENUE SERVICE WITH RESPECT TO THE FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO SPECIFIC TAX CONSEQUENCES TO THEM OF THE DISTRIBUTION.

If the fair market value of the TurnOnGreen common stock distributed to BitNile stockholders exceeds the tax basis of such TurnOnGreen common stock (in the hands of BitNile), then BitNile will recognize gain in the amount of such excess to the same extent as if such TurnOnGreen common stock were sold to BitNile stockholders at fair market value. It is also anticipated that the TurnOnGreen common stock distributed to BitNile stockholders in respect of their BitNile stock will be taxable to such stockholders as a dividend to the extent of BitNile’s earnings and profits.

Resale of TurnOnGreen Common Stock received in the Distribution; Affiliates

The TurnOnGreen common stock to be received in the Distribution will be freely transferable under the Securities Act of 1933, as amended (the “Securities Act”), except for shares of TurnOnGreen common stock issued to any affiliates (as such term is defined under the Securities Act) of TurnOnGreen at the time of the Distribution. Affiliates may not sell their TurnOnGreen common stock acquired in connection with the Distribution except pursuant to an effective registration statement under the Securities Act covering such shares, in compliance with Rule 144 promulgated under the Securities Act or any other applicable exemption from the registration requirements of the Securities Act. Persons who may be deemed to be affiliates of TurnOnGreen generally include individuals or entities that control or are controlled by or under the common control with TurnOnGreen and include certain officers and directors of TurnOnGreen, as well as the principal stockholders of TurnOnGreen. This prospectus may not be used by such affiliates for the purpose of resale of the TurnOnGreen common stock that they may so receive.

- 31 -

USE OF PROCEEDS

WeThis ~~will~~prospectus ~~not~~relates ~~receive~~to Conversion ~~any~~Shares ~~proceeds in~~that may be offered and sold from time to time by the ~~Distribution~~Selling ~~unless~~Stockholder. All of the ~~BitNile~~Conversion ~~stockholders~~Shares ~~who~~offered ~~receive~~by the Selling ~~warrants~~Stockholder ~~elect~~pursuant to ~~exercise~~this ~~them~~prospectus ~~for~~are ~~cash,~~issuable inupon ~~which~~conversion ~~case~~of wethe ~~could~~Convertible ~~receive a~~Notes ~~maximum~~at an assumed price of $~~_______~~0.035 Weper share ~~intend~~and towill ~~use~~be ~~those~~sold ~~proceeds,~~by ifthe ~~any,~~Selling Stockholder for ~~general~~its ~~corporate~~own ~~purposes~~account. We will not receive any of the proceeds from these sales.

~~TRADING~~We ~~AND~~will ~~DIVIDEND~~bear all costs, expenses and fees in connection with the registration ~~INFORMATION~~of the Conversion Shares for resale by the Selling Stockholder. Expenses expected to be incurred by us in connection with this registration statement are estimated to be approximately $50,000. The Selling Stockholder will pay all brokerage commissions and discounts attributable to the sale or disposition of the Conversion Shares, or interests therein, held by it.

~~Our common stock is quoted on the Pink Open Market, operated by OTC Market Group Inc., under the symbol IMHC.~~37

~~The last reported sale price~~MARKET ~~for~~FOR ~~our~~OUR ~~common~~COMMON stock, as reported on the Pink Open Market, was $0.24 on October 12, 2022. Quotes of stock trading prices on any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.STOCK

WeMarket 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. See “Description of TurnOnGreen Capital Stock – TurnOnGreen Series A Preferred Stock.”Information

~~Application~~Our ~~has~~Common ~~been~~Stock ~~submitted to~~is ~~have~~quoted ~~our~~on ~~shares~~the ofOTCID ~~common~~Market ~~stock~~under tothe besymbol ~~received~~“TOGI.” The inquotations reported on the ~~Distribution~~OTCID ~~listed~~Market ~~for~~reflect ~~quotation~~inter-dealer onprices without retail markup, markdown or commissions, and may not necessarily represent actual transactions. On December 15, 2025, the ~~OTCQB~~last ~~Market~~reported sale price of our Common Stock was $0.060 per share.

As of September 6, 2022, we are no longer a shell company under Rule 405 of the Securities Act. However, because we have been a shell company, a person selling restricted or control securities may not use Rule 144 unless certain conditions have been met. Rule 144(i) provides that Rule 144 may only become available for the resale of securities by a person selling restricted or control securities that were originally issued by a shell company if certain conditions are met. These conditions are: (a) that the issuer is no longer a shell company; (b) that the issuer is an SEC reporting company; (c) that the issuer has filed all required reports during the preceding 12 months or any shorter period during which we have been subject to reporting requirements; and (d) has filed current Form 10 information with the SEC reflecting that it is no longer a shell company. Holders

-As 32of -December 16, 2025, there were 190 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.

~~MANAGEMENT’S~~Securities ~~DISCUSSION~~Authorized for ~~AND~~Issuance ~~ANALYSIS~~Under OFEquity ~~FINANCIAL~~Compensation ~~CONDITION AND RESULTS OF OPERATIONS OF IMPERALIS~~Plans

~~Forward-Looking~~On ~~Statements~~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, 2024, no shares had been issued under the plan.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material, adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.38

DIVIDEND POLICY

We have never declared nor paid any cash dividends on our Common Stock and currently intend to retain all of our cash and any earnings for use in our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on our Common Stock will be at the discretion of the Board and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.

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 prospectus. 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 “Cautionary Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus.

Plan of Operations

~~The~~We are ~~Company~~a ~~has~~premium nocustom ~~operations~~power products and emerging EV electrification infrastructure solutions company, through our wholly owned subsidiaries ~~from~~DPC aand ~~continuing~~TOGT, ~~business~~design, ~~other~~develop, ~~than~~manufacture ~~the~~and ~~expenditures~~sell ~~related~~highly toengineered, ~~running~~feature-rich, ~~the~~high-grade-power ~~Company~~conversion and ~~has~~power nosystem ~~revenue~~solutions to ~~from~~diverse ~~continuing~~industries ~~operations~~and markets including e-Mobility, medical, military, telecommunications, and industrial as well as design and provide a line of ~~June~~advanced 30EV charging solutions. Through DPC, ~~2022~~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. AsOur ~~described~~designed ~~elsewhere~~and manufactured, ~~the~~highly ~~Company’s~~engineered, ~~future~~precision ~~financial~~power ~~statements~~conversion ~~will~~and becontrol ~~those~~solutions serve mission-critical applications and processes. Through TOGT, we market and sell a line of ~~TurnOnGreen~~scalable EV residential, ~~not~~commercial ~~those~~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 ~~Imperalis~~EV charging solutions.

OnOur ~~March~~strategy ~~20,~~is ~~2022,~~to ~~BitNile~~be the ~~Holdings,~~supplier ~~Inc.~~of ~~(NYSE~~choice ~~American:~~across ~~NILE),~~numerous amarkets ~~diversified~~that ~~holding~~require ~~company~~high-quality ~~(“BitNile”) and its subsidiary TurnOnGreen, Inc., an electric vehicle (“EV”) charging and~~ power system solutions ~~company~~where ~~(“TOGI”),~~custom ~~entered into a securities purchase agreement (the “SPA”) with Imperalis~~design, ~~whereby~~superior ~~TOGI will~~product, ~~upon closing, become a subsidiary of Imperalis (the “Acquisition”).~~high ~~Upon completion of the Acquisition~~quality, ~~which~~time ~~is contingent upon the completion of an audit of TOGI and each party’s satisfaction or waiver of certain customary closing conditions set forth in the SPA, Imperalis will change its name~~ to ~~TurnOnGreen~~market and, ~~through~~competitive anprices ~~upstream merger~~are ~~whereby~~critical ~~the current TOGI shall cease~~ to ~~exist,~~business ~~have two operating subsidiaries, TOG Technologies Inc~~success. ~~and~~We ~~Digital~~believe ~~Power~~that ~~Corporation. Following~~we ~~the~~provide ~~closing~~advanced ofcustom ~~the~~product ~~Acquisition, Imperalis will dissolve its dormant subsidiary. Subsequent to the Acquisition, BitNile will~~design ~~assist~~services ~~TurnOnGreen in pursuing an uplisting~~ to ~~the~~deliver ~~Nasdaq~~high-grade ~~Capital~~products ~~Market,~~that ~~subject~~reach toa ~~Nasdaq’s~~high ~~seasoning~~level ~~rules and other criteria for listing. BitNile anticipates that stockholders~~ of ~~BitNile~~efficiency ~~will~~and indensity ~~due~~and ~~course~~can ~~receive~~meet arigorous ~~dividend~~environmental ~~of securities of TurnOnGreen~~requirements. ~~BitNile~~ ~~expects~~Our tocustomers ~~distribute~~benefit tofrom ~~BitNile~~a ~~stockholders~~direct ~~140~~relationship ~~million~~with ofus ~~its~~that ~~common~~supports ~~shares~~all ~~and~~their anneeds ~~equal~~for ~~number~~designing ofand ~~warrants~~manufacturing topower ~~purchase such shares~~solutions ofand ~~TurnOnGreen~~products. atBy ~~the~~implementing ~~time~~our ofproprietary ~~the~~core ~~record date to be set therefor~~technology, ~~subject~~including toprocess ~~regulatory~~implementation ~~approval~~in ~~and~~integrated ~~compliance~~circuits, ~~with~~we UScan ~~federal securities~~provide ~~laws.~~cost ~~TurnOnGreen~~reductions ~~continues~~ to beour ~~led~~customers by ~~its~~replacing ~~Chief~~their ~~Executive~~existing ~~Officer,~~power ~~Amos~~sources ~~Kohn~~with ~~and~~our ~~its~~custom ~~President~~design ~~and~~cost-effective ~~Chief Revenue Officer, Marcus Charuvastra~~products.

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:

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.

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 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 factor, 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.

We are still experiencing long lead times and shortages of critical components used in our products. While the global chip shortage has eased, certain high-demand components (such as power semiconductors and automotive semiconductor chips), continue to face supply bottlenecks due to limited fab capacity and ongoing geopolitical 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.

Global manufacturing operations continue to face significant disruptions due to ongoing geopolitical tensions, supply chain bottlenecks, and the lingering effects of past production suspensions. While the semiconductor shortage has eased in some areas, demand for critical electronic components (especially power semiconductors and specialized chips) remains high, straining production capacity and increasing procurement challenges. These disruptions, combined with raw material price volatility, have led to a sustained increase in costs across our supply chain. Prices for essential materials such as lithium, copper, and rare earth metals remain elevated due to rising demand, resource constraints, and global trade restrictions. As a result, we estimate that our costs have increased by approximately 25% since 2020, with continued inflationary pressures affecting procurement and production.

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 Three Months Ended ~~June~~September 30, 2025, ~~2022~~ and ~~2021~~2024:

	June 30, 2022			June 30, 2021			Movement ($)			Movement (%)
	2025			2024			Change ($)			Change (%)
Revenues		-			-			-			-
Revenue	$	1,742,000		$	1,290,000		$	452,000			35	%
Cost of sales		-			-			-			-
Cost of revenue		1,025,000			615,000			410,000			67	%
Gross profit		-717,000			-675,000			-42,000			-6	%
Operating expenses
Operating expenses:
Rent		-			1,428			(1,428	)		(100	%)
General and administrative		718,000			812,000			(94,000	)		-12	%
General and administration		7,677			13,994			(6,317	)		(45	%)
Selling and marketing		243,000			326,000			(83,000	)		-25	%
Total operating expenses		7,677			15,422			(7,745	)		(50	%)
Research and development		105,000			97,000			8,000			8	%
Net loss from operations		(7,677	)		(15,422	)		7,745			(50	%)
Total operating expenses		1,066,000			1,235,000			(169,000	)		-14	%
Amortization of debt discount		-			(11,250	)		11,250			(100	%)
Operating loss		(349,000	)		(560,000	)		211,000			38	%
Interest expense - related party		(2,538	)		-			(2,538	)		-
Other expense:
Interest expense		(1,125	)		(1,880	)		755			(40	%)
Interest expense, related party		152,000			100,000			52,000			52	%
Net loss before taxes		(11,340	)		(28,552	)		17,212			(60	%)
Interest expense		8,000			-			8,000			100	%
Provision for income taxes		-			-			-			-
Total other expense		160,000			100,000			60,000			60	%
Net loss		(11509,~~340~~000	)		(28660,~~552~~000	)		17151,~~212~~000			~~(60~~23	%)
Preferred dividends		-			-			-
Net loss available to common shareholders	$	(509,000	)	$	(660,000	)

-Revenue 33and -Gross (Loss) Profit

~~Revenue~~During the three-month period ended September 30, 2025, we had increased revenues of $452,000 and ~~Gross~~increased ~~Profit~~gross profits of $42,000 compared to the three-month period ended September 30, 2025, primarily due to increased sales of approximately $599,000 from one of our defense industry customers less $198,000 decreased sales from another defense customers, and increased sales of $73,000 from a new commercial customer during the three-month period ended September 30, 2025, compared to the three-month period ended September 30, 2024. The increase in gross profit during the three-month period ended September 30, 2025, was negatively impacted by increased costs for components sourced from China and related tariffs.

~~We had no revenue or gross profit during the three months ended June 30, 2022 and 2021.~~41

~~Operating~~Net Loss and Operating Expenses

During the three months ended ~~June~~September 30, ~~2022~~2025, weour ~~had~~net loss decreased by $7151,~~677~~000 incompared ~~operating~~to ~~expenses~~the ~~consisting~~three-month ofperiod ~~legal~~ended ~~fees~~September 30, ~~filing~~2024, primarily ~~fees~~due ~~and~~to ~~accounting~~the ~~fees~~increase ofin ~~$2,980, $2,947~~gross ~~and~~profit ~~$1,750,~~as ~~respectively.~~described Byabove ~~comparison,~~and ~~during~~an ~~the~~$83,000 ~~three~~decrease ~~months~~in ~~ended~~selling ~~June~~and 30marketing, ~~2021,~~and ~~we had~~ $1596,~~422~~000 decrease in ~~operating~~professional ~~expenses~~fees ~~consisting of~~and ~~general~~outside ~~and~~services ~~administrative~~somewhat ofoffset ~~$13,444,~~by ~~rent~~an increase in ~~the~~total ~~amount~~interest expenses of $160,~~428~~000 ~~and~~compared ~~stock~~to the three-~~based~~month period ~~compensation~~ended ofSeptember ~~$550~~30, 2024.

~~During~~For the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, ~~2022~~2025, ~~amortization~~ ofand ~~debt discount on convertible note payable decreased by $11,250, or 100%, because there was no amortization in the current period relative to a full three month amortization in the prior period.~~2024:

Interest expense – related party consisted of interest expense on convertible note payable. Increase in interest expense by $2,538, or 100%, is mainly attributed to convertible note payable financing issued in December 2021.

	2025			2024			Change ($)			Change (%)
Revenue	$	5,026,000		$	3,751,000		$	1,275,000			33	%
Cost of revenue		2,898,000			1,950,000			948,000			49	%
Gross profit		2,128,000			1,801,000			327,000			18	%
Operating expenses:
General and administrative		2,317,000			2,408,000			(91,000	)		-4	%
Selling and marketing		737,000			1,019,000			(282,000	)		-29	%
Research and development		337,000			310,000			27,000			9	%
Total operating expenses		3,391,000			3,737,000			(346,000	)		-9	%
Operating loss		(1,263,000	)		(1,936,000	)		673,000			34	%
Other expense:
Interest expense, related party		414,000			257,000			157,000			-61	%
Interest expense		22,000			-			22,000			100	%
Total other expense		436,000			257,000			179,000			70	%
Net loss before tax provision		(1,699,000	)		(2,193,000	)		494,000			22	%
Provision for income taxes		2,000			-			(2,000	)		100	%
Net loss		(1,701,000	)		(2,193,000	)		492,000			22	%
Preferred dividends		-			(1,011,000	)		1,011,000			-100	%
Net loss available to common shareholders	$	(1,701,000	)	$	(3,204,000	)

~~Interest~~Revenue ~~expense consisted of interest expense on note payable~~ and ~~convertible~~Gross ~~note payable. Decrease in interest expense by $755, or 40%, was mainly attributed to settlement of note~~(Loss) ~~payable and convertible notes payable that matured during 2021.~~Profit

~~Net~~During the ~~Loss~~nine-month period ended September 30, 2025, we had increased revenues of $1,275,000 and increased gross profits of $327,000 compared to the nine-month period ended September 30, 2024, primarily due to increased sales of approximately $779,000 from our significant defense industry customers and an increase of approximately $819,000 from commercial customers, somewhat offset by approximately $329,000 less sales from expired projects with our medical and commercial customers during the nine-month period ended September 30, 2025, compared to the nine-month period ended September 30, 2024. The increase in gross profit during the nine-month period ended September 30, 2025, was negatively impacted by increased costs of components sourced from China and tariffs on those products.

WeNet ~~realized~~Loss aand ~~net loss of $11,340 for~~Operating ~~the~~Expenses ~~three months ended June 30, 2022, compared to a net loss of $28,552 for the three months ended June 30, 2021, representing a decrease in net loss of $17,212, or 60%.~~

~~For~~During the nine months ended September 30, 2025, our net loss decreased by $492,000 compared to the ~~Six~~nine-month ~~Months~~period ~~Ended~~ended ~~June~~September 30, ~~2022~~2024, primarily due to the increase in gross profit as described above as well as by decreased selling and ~~2021~~marketing expenses of $282,000, decreased professional fees and outside services of $137,000, and decreased overhead allocation expense of $106,000 somewhat offset by an increase in interest expenses of $201,000, salaries and benefits of $79,000, research and development of $27,000, software costs of $22,000, and $19,000 in occupancy costs compared to the nine-month period ended September 30, 2024.

	June 30, 2022			June 30, 2021			Movement ($)			Movement (%)
Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
Rent		-			2,856			(2,856	)		(100	%)
General and administration		17,322			35,548			(18,226	)		(51	%)
Depreciation		-			575			(575	)		100	%
Owner’s compensation		-			25,000			(25,000	)		100	%
Total operating expenses		17,322			63,979			(46,657	)		(73	%)
Net loss from operations		(17,322	)		(63,979	)		46,657			(73	%)
Interest income		-			2			(2	)		(100	%)
Amortization of debt discount		(2,917	)		(20,625	)		17,708			(86	%)
Interest expense - related party		(5,076	)		-			(5,076	)		(100	%)
Interest expense		(2,754	)		(5,060	)		2,306			(46	%)
Net loss before taxes		(28,069	)		(89,662	)		61,593			(69	%)
Provision for income taxes		-			-			-			-
Net loss	$	(28,069	)	$	(89,662	)	$	61,593			(69	%)

Net Loss Available to Common Shareholders

-The 34Company -amended and restated its certificate of designations of rights and preferences of the Series A Convertible Redeemable Preferred Stock. Pursuant to the Series A Amendment, the holder of the preferred stock, which is a related party, waived all accrued and future dividends in exchange for an increase in the liquidation preference to 125%.

~~Revenue and Gross Profit~~42

WeThe ~~had~~waived nodividends ~~revenue~~resulted in ora ~~gross~~decrease ~~profit~~in ~~during the~~accrued ~~three~~preferred ~~and~~dividends ~~six~~for the nine months ended ~~June~~September 30,2025 ~~2022~~of ~~and~~$1,011,000 ~~2021~~compared to the nine months ended September 30, 2024.

Operating Expenses

For the six months ended June 30, 2022, general and administration expenses consisted of accounting fees, legal fees and filing fees of $7,250, $5,860, and $4,212, respectively. These costs were mainly incurred in connection with debt financing and SEC related filings. For the six months ended June 30, 2021, general and administration expenses consisted mainly of accounting fees, legal fees and utilities of $7,250, $24,615 and $3,108, respectively. The legal fees were mainly incurred in connection with debt financing

Owner’s compensation incurred during the six months ended June 30, 2021 represented a one-time payment of $25,000 to our former chief executive officer for services rendered.

During the six months ended June 30, 2022, amortization of debt discount on convertible note payable decreased by $17,708, or 86%, because of partial amortization in the current period relative to a full six month amortization in the prior period.

Interest expense – related party consisted of interest expense on convertible note payable. Increase in interest expense by $5,076, or 100%, was mainly attributed to convertible note payable financing issued in December 2021.

Interest expense consisted of interest expense on note payable and convertible note payable. Decrease in interest expense by $2,306, or 46%, was mainly attributed to settlement of note payable and convertible notes payable that matured during 2021.

Net Loss

We realized a net loss of $28,069 for the six months ended June 30, 2022, compared to a net loss of $89,662 for the six months ended June 30, 2021, representing a decrease in net loss of $61,593, or 69%.

Liquidity and Capital Resources

AsThe ofaccompanying ~~June~~consolidated financial ~~30,~~statements ~~2022,~~have been prepared assuming that we ~~had~~will ~~$3,859~~continue inas ~~our~~a ~~operating bank~~going ~~accounts~~concern. ToWe ~~date,~~have ~~our~~incurred ~~liquidity~~recurring ~~has~~net ~~been~~losses ~~satisfied~~and ~~through~~operations have ~~proceeds~~not ~~received~~provided ~~from~~sufficient ~~issuance~~cash offlows. ~~note~~We ~~payables,~~believe ~~convertible~~that ~~note~~we ~~payables~~ will continue to incur operating and ~~shareholder~~net ~~loans.~~losses ~~Control~~each ofquarter ~~our~~until ~~company~~at ~~was~~least the ~~sold~~time onwe ~~December~~begin ~~16,~~significant ~~2021~~deliveries toof anour ~~activist~~products. ~~investor~~Our ~~who~~inability ~~has~~to continue as a ~~strong~~going ~~track~~concern ~~record~~could ofhave ~~raising~~a negative impact on ~~public~~our ~~and~~Company, ~~private~~including ~~debt.~~our ~~Based~~ability onto obtain the ~~foregoing,~~necessary ~~management~~financing. ~~believes~~In ~~that~~view weof ~~will~~these ~~have~~matters, ~~sufficient~~there ~~working~~is ~~capital~~substantial ~~and~~doubt ~~borrowing~~about ~~capacity~~our ability to ~~meet~~continue as a going concern. We intend to finance our future development activities and its working capital needs largely through the sale ~~earlier~~ of ~~the~~equity ~~consummation~~securities ofwith ansome ~~acquisition~~additional orfunding ~~one~~from ~~year~~other ~~from~~sources, ~~this~~including ~~filing.~~term ~~Over~~notes ~~this~~until such time ~~period,~~as wefunds ~~will~~provided by operations beare ~~using~~sufficient ~~our~~to ~~cash~~fund ~~for~~working ~~paying~~capital ~~existing~~requirements. ~~accounts~~Our ~~payable,~~consolidated ~~identifying~~financial ~~and~~statements ~~evaluating~~do ~~prospective~~not ~~target~~include ~~companies,~~any ~~performing~~adjustments ~~due~~relating ~~diligence~~to onthe ~~prospective~~recoverability ~~target~~and ~~companies,~~classification ~~paying~~of ~~for~~recorded ~~travel expenditures~~assets, ~~selecting~~or the ~~target~~amounts ~~company~~and classifications of liabilities that might be necessary should we be unable to ~~merge~~continue ~~with~~as ora ~~acquire,~~going ~~and~~concern. ~~structuring~~As of September 30, ~~negotiating~~ ~~and~~2025, ~~consummating~~we ~~the~~had ~~acquisition~~cash and cash equivalents of ~~the~~$0.1 ~~target~~million ~~company~~and negative working capital of $7.9 million.

Securities Purchase Agreement

On October 29, 2025, the Company entered into a Securities Purchase Agreement with SJC Lending LLC, pursuant to which the Company agreed to sell to SJC convertible promissory notes in the aggregate principal amount of up to $ 1,650,000 for a total purchase price of up to $ 1.5 million.

The Agreement provides that the Loan shall be conducted through seven (7) separate tranche closings, provided, that SJC has the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement.

Pursuant to the Agreement, the initial tranche closing, which occurred on October 29,2025, consisted of the issuance of a Convertible Note to SJC in the principal face amount of $440,000 for a purchase price of $400,000. The Convertible Note accrues interest at 10% per annum and will mature October 29, 2026. The Convertible Note is convertible into shares of the Company’s common stock at any time at a conversion price equal to the greater of (i) $0.035 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations and other similar transactions and (ii) 20% discount to the Company’s lowest VWAP (as defined in the Convertible Note) of the common stock during the ten trading days immediately prior to the date of conversion into shares of Common Stock.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial ~~statements~~ statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting policies; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have applied. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain ~~valuation~~to ~~allowances~~the ~~for~~valuation ~~deferred tax assets. The application~~ of ~~each~~inventories ~~of these critical accounting policies~~ and ~~estimates~~accruals ~~is discussed In Part II, Item 7, Management’s Discussion and Analysis~~ of ~~Financial~~certain ~~Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, from which there have been no material changes~~liabilities.

Recently Issued Accounting Pronouncements

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a ~~material~~significant effect on our financial statements.

~~- 35 -~~43

~~MANAGEMENT’S DISCUSSION~~DESCRIPTION ~~AND ANALYSIS~~ OF ~~FINANCIAL~~THE ~~CONDITION AND RESULTS OF OPERATIONS OF TOGI~~ BUSINESS

~~You~~Company 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 prospectus. 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 prospectus.Overview

~~Overview~~We, through our wholly owned subsidiaries Digital Power and TOGT, designs and manufactures innovative, feature-rich, and highly engineered power electronic solutions for mission-critical applications operating in some of the world’s most demanding environments. The Company serves a diverse set of industries, including defense and aerospace, medical and healthcare, telecommunications, industrial, and e-Mobility.

WeWith ~~are~~more ~~engaged,~~than ~~through~~50 ~~our~~years ~~wholly owned subsidiaries,~~of ~~Digital~~experience ~~Power and TOGT,~~ in ~~the design, development, manufacture and sale of highly engineered, feature-rich,~~ high-~~grade~~performance power conversion ~~and~~, ~~power~~TOGI ~~system~~delivers ~~solutions~~reliable, ~~for mission~~high-~~critical~~efficiency ~~applications~~products ~~and~~tailored ~~processes. For more than 50 years, Digital Power has been devoted~~ to ~~the~~ ~~perfection~~meet ~~of our power solution products that have enabled customer innovation in~~ complex ~~product applications covering a wide range~~operational ~~of industries~~requirements. AThe ~~natural~~Company ~~outgrowth~~collaborates ofclosely ~~our~~with ~~development~~customers ~~of these power systems has been our effort~~ to ~~apply~~develop ~~our~~customized ~~proprietary core power technologies to optimizing the design and performance of EV charging~~ solutions. ~~We introduced our product line of residential and commercial high-speed EV charging solutions in late 2021. We believe~~ that ~~our~~enhance ~~charging solutions represent an entire generation of new chargers due to dramatic improvements in electronic circuitry size reduction~~performance, ~~power conversion efficiency~~sustainability, ~~modular topology and output density. We believe that~~ ~~our feature-rich EV chargers address the specific needs of multifamily unit home dwellers~~ and ~~single~~system ~~family~~reliability ~~home-owners~~across bya ~~providing~~broad ~~adjustable maximum~~range ~~electric current options, restricted user access, LCD touch screen for simple point~~ of ~~operation use, Bluetooth connectivity and programmable RFID card features~~applications. ~~By leveraging our experience and expertise in power conversion and generation, we believe we can rapidly become a meaningful participant in the high growth EV charging solution market.~~

~~Our~~Leveraging ~~strategy~~this ~~is to be the supplier of choice across~~long-standing ~~numerous~~expertise, ~~specialized~~TOGT ~~markets~~has ~~that~~expanded ~~require~~TOGI’s ~~high-quality~~proprietary power ~~system~~technology ~~solutions~~into ~~where~~the ~~custom~~EV ~~design,~~charging ~~product quality, responsiveness and reliability are critical to business success~~market. WeThe ~~believe~~Company ~~that~~began wecommercial ~~provide~~sales of ~~advanced~~its ~~custom~~high-speed ~~product~~EV ~~design~~charging ~~services~~solutions toin ~~deliver~~2021 ~~high-grade products~~and ~~that~~has ~~reach~~developed a ~~high~~portfolio ~~level~~ of ~~efficiency~~hardware and ~~density~~networked ~~and~~charging ~~can~~systems ~~meet~~for ~~rigorous environmental requirements. We believe that this integrated~~residential, ~~approach~~commercial, ~~which~~and ~~many~~fleet ofuse. ~~our~~These ~~competitors~~charging dosolutions ~~not~~feature ~~provide,~~compact ~~allows~~power ~~our~~electronics, ~~customers~~high tooutput ~~obtain~~density, ~~all their needs for designing~~ and ~~manufacturing power~~configurable ~~solutions~~ firmware and ~~products~~are ~~from~~designed ~~a single source, enabling us~~ to ~~establish~~support ~~an ongoing relationship with our~~ customers toacross ~~provide~~hospitality, ~~for their~~workplace, ~~future~~healthcare, ~~requirements. By implementing our proprietary core technology~~municipal, ~~including process implementation in integrated circuits~~educational, ~~we can provide cost reductions to our customers by replacing their existing power sources with our custom-designed~~ and ~~engineered~~industrial ~~products~~locations.

~~Looking~~Digital ~~ahead,~~Power our mission is to maintain our core power electronics business and existing relationships while leveraging the experience and expertise we have gained in the development of power system solutions to introduce EV charging solutions. By offering EV charging solutions, as well as a convenient, reliable, and affordable EV charging e-mobility network through TOGT, we intend to drive sustainable, mission-driven growth related to powering environmentally beneficial EVs while continuing to be recognized as a trusted provider of advanced power supply technology.Corporation

~~Factors~~At Digital ~~Affecting~~Power, we provide a comprehensive range of advanced, integrated power system solutions engineered to meet the diverse and precise requirements of our customers with the highest levels of efficiency, flexibility, and scalability. The core focus of our business is the design, development, and manufacture of custom power systems for mission-critical defense and aerospace applications. These systems are built to operate with exceptional reliability in harsh, high-stress environments, including extreme temperatures, electromagnetic exposure, altitude variation, and rigorous shock and vibration conditions. Our ~~Performance~~defense-grade products are utilized in a wide variety of platforms and subsystems, including communications, surveillance, guidance, targeting, and unmanned systems.

WeBeyond defense ~~believe~~and ~~that~~aerospace, ~~the~~our ~~growth~~power ofsolutions ~~our~~are ~~business~~deployed in demanding industrial, telecommunications, and medical instrumentation applications. ~~our~~Our ~~future~~products ~~success~~incorporate ~~depend~~adaptive ondigital ~~various~~power ~~opportunities~~management and configurable software control, ~~challenges~~enabling high power density, ~~trends~~improved efficiency, and ~~other~~precise ~~factors,~~output ~~including~~performance ~~the~~to ~~following:~~satisfy both end-user needs and OEM specifications.

ØIn addition ~~Our~~to ~~business~~custom-engineered ~~model~~defense ~~is evolving~~ and weindustrial ~~will~~systems, ~~need~~Digital toPower ~~invest~~offers a ~~substantial~~broad ~~amount~~range of ~~operating~~industry-standard ~~capital~~power onproducts. These aninclude ~~ongoing basis to support~~ our EVAC/DC ~~charging~~Open ~~solutions~~Frame ~~business.~~series, Wewhich ~~expect~~we believe to ~~use~~be among the ~~largest~~industry’s ~~portion~~leading ofhigh-efficiency ~~any~~power ~~capital~~switchers, available wein ~~may~~highly becompact ~~able~~formats ~~to raise to purchase EV components~~ and ~~inventory~~modular inarchitectures ~~connection~~that ~~with~~support ~~future~~configurable ~~sales~~multiple ~~and~~DC ~~installations~~outputs. ToWe ~~the~~also ~~extent~~supply ~~that~~high-power and ~~the~~high-voltage ~~capital~~laser ~~expenditure~~power ~~requirements~~solutions oftailored ~~our~~for EVmedical, ~~charging~~dental, ~~solutions~~and ~~business~~industrial ~~are~~pulsed-energy ~~greater than anticipated~~applications, ~~any~~as ~~funds~~well weas ~~have~~high-performance power ~~will~~products beused ~~unavailable~~in ~~for~~data-center ~~our~~infrastructure, ~~other~~semiconductor ~~operations.~~fabrication Itequipment, isand ~~likely~~desktop ~~that~~computing. weOur ~~will~~portfolio ~~need~~further ~~substantial~~includes ruggedized ~~additional~~AC/DC ~~funds~~and ~~for~~DC/DC ~~our~~conversion ~~working~~systems ~~capital~~ and ~~capital~~value-added ~~expenditure~~engineered ~~requirements~~solutions asfor wecustomers ~~grow~~requiring ~~our~~highly EVspecialized ~~charging solutions business~~performance characteristics.

ØTOG Our ability to provide our products and systems on a timely basis is dependent on our ability to procure critical electronic components. The current supply chain crisis in the global economy has led to delivery delays and shortages of certain electronic components and associated raw materials that we use in our products. Should this supply chain crisis continue throughout 2022Technologies, ~~it will likely extend our production time periods and delay the timing of revenue recognition~~ Inc.

ØAt ToTOG ~~date,~~Technologies ~~our~~we ~~operations~~provide EV ~~were~~drivers ~~financed~~and ~~principally~~site ~~through~~hosts ~~investments~~with byconvenient, ~~BitNile~~reliable, and ~~took~~high-speed ~~advantage~~charging ofsolutions. ~~BitNile’s~~TOGT ~~size~~designs, manufactures, resells, owns, operates, and ~~purchasing~~supplies ~~power~~Level in2 ~~procuring~~AC ~~goods~~and DCFC equipment for residential, ~~technology~~commercial, and ~~services,~~fleet ~~including~~applications. ~~insurance,~~Our ~~employee~~Level ~~benefit~~2 ~~support~~charging ~~and~~systems ~~audit~~are deployed at single-family homes, multi-family residences, hospitality and ~~other~~healthcare ~~professional~~facilities, ~~services.~~retail ~~Though~~properties, ~~BitNile~~municipalities, ~~will~~schools, beworkplaces, and afleet ~~controlling~~depots. ~~stockholder~~Our ~~upon~~DCFC ~~the~~systems ~~completion~~are ofdesigned ~~the~~for ~~Acquisition~~high-traffic urban, wesuburban, ~~may~~corridor, ~~not~~destination, ~~have~~and ~~access~~fleet tolocations, ~~BitNile’s~~where ~~financial~~rapid charging and ~~other~~high ~~resources~~utilization are essential.

~~- 36 -~~44

~~Critical~~Leveraging ~~Accounting~~more ~~Policies~~than 50 years of experience in high-performance power conversion, TOGT develops charging hardware and ~~Estimates~~software solutions that address the expected global expansion of EV infrastructure and the increasing energy demands of battery-electric vehicles. Our innovative DCFC platforms are capable of delivering an approximately full charge to a 250-mile range EV battery in roughly 35 minutes, depending on vehicle specifications.

~~Our~~We ~~management’s~~offer ~~discussion~~a ~~and~~comprehensive ~~analysis~~portfolio of ~~our~~networked ~~financial~~EV ~~condition~~charging ~~and~~products, ~~results~~including ofLevel ~~operations~~2 isAC ~~based~~chargers ~~upon~~supporting ~~consolidated~~the ~~financial~~SAE ~~statements~~J1772 standard, ~~which~~and ~~have~~DCFC ~~been~~systems ~~prepared~~compatible inwith ~~accordance~~the ~~with~~North ~~generally~~American ~~accepted~~Combined ~~accounting~~Charging ~~principles~~System inType ~~the~~1 ~~United States of America~~ (“~~GAAP~~CCS1”)~~. The preparation of these financial statements~~, inthe ~~conformity~~SAE ~~with~~J3400 ~~GAAP,~~North ~~requires~~America ~~our~~Charging ~~management~~Standard ~~to make estimates~~(“NACS”), ~~judgments~~ and ~~assumptions.~~the ~~Management~~CHArge ~~believes~~de ~~that~~MOve ~~the estimates,~~(“CHAdeMO”) ~~judgments~~standard ~~and assumptions~~ used ~~are~~in ~~reasonable~~certain ~~based~~Japanese-manufactured ~~upon~~EVs. ~~information~~Our ~~available~~chargers ~~at the time they~~ are ~~made.~~supported ~~These estimates,~~by ~~judgments~~a ~~and~~cloud-based ~~assumptions~~charging ~~can~~station ~~affect~~management ~~the~~system ~~reported~~(“CSMS”) ~~amounts~~that ofoperates, ~~assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements~~monitors, and ~~the~~manages ~~reported~~charging ~~amounts of revenue and expenses during the reporting periods. Actual results~~infrastructure, ~~could~~enabling ~~differ~~remote ~~from those estimates. Key estimates include allowances for inventory obsolescence~~diagnostics, ~~accruals~~charging ofdata ~~certain liabilities including product warranties~~collection, ~~useful~~access ~~lives of assets~~control, and ~~deferred~~payment ~~income taxes and related valuation allowance~~processing.

~~Management~~We ~~believes~~expect ~~the~~demand ~~following~~for ~~accounting~~EV ~~policies~~charging ~~are~~infrastructure ~~critical~~to grow significantly as EV adoption increases and utilities enhance grid capabilities. TOGT intends to ~~our~~generate ~~operating~~revenue primarily ~~results~~through orsales ~~may~~of ~~affect~~networked ~~significant~~charging ~~estimates~~hardware and recurring subscription fees for TOG Network Services, ~~judgments~~which include charger connectivity, software features, authentication, energy billing, and ~~assumptions~~site-host management tools. Access to the TOG Network is available ~~used~~through each networked commercial charging port, and optional extended-warranty coverage is billed annually. Based on current projections, we anticipate that recurring subscription-based revenue from TOG Network Services and extended warranties will reach parity with one-time commercial charger hardware sales (including EV700, EVP700, EV1100, and EVP1900 models) after approximately five years. TOGT also offers a charger-as-a-service (“CaaS”) model in ~~the~~which ~~preparation~~customers ofreceive ~~our~~hardware ~~consolidated~~bundled ~~financial~~with ~~statements~~TOG Network access.

~~Revenue Recognition~~45

WePower ~~recognize~~electronics ~~revenue~~and ~~under ASC 606, Revenue~~EV ~~from~~charging ~~Contracts~~products ~~with~~and ~~Customers. The core principle of this 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 principlerenderings:

~~Ø Step 1: Identify the contract with the customer;~~46

ØOur ~~Step~~strategy 2:is ~~Identify~~to be the supplier ~~performance~~of ~~obligations~~choice in ~~the~~markets ~~contract;~~that demand high-quality, advanced and comprehensive power system solutions, where custom engineering, exceptional product performance, reliability, rapid time-to-market, and competitive pricing are essential. We believe our advanced custom product design capabilities to deliver high-efficiency, high-density and reach features power solutions engineered to withstand rigorous environmental and operational requirements. Our customers benefit from direct collaboration with our management, engineering, manufacturing, and support teams, enabling tailored solutions that address their specific technical and commercial needs.

ØLooking ahead, ~~Step~~our 3:mission ~~Determine~~is to maintain and expand our core power electronics business while leveraging the ~~transaction~~expertise ~~price;~~gained in advanced power system development to support the growth of our EV charging solutions. Through TOG Technologies, we intend to broaden our portfolio of best-in-class charging reliable hardware and recurring affordable subscription e-mobility network services. We believe this strategy positions us for sustainable long-term growth and allow us to continue serving as a recognized and trusted provider of advanced power technology.

~~Ø Step 4: Allocate the transaction price to the performance obligations in the contract; and~~47

ØOur ~~Step~~Power 5:System ~~Recognize~~Markets and ~~revenue when the company satisfies a performance obligation.~~Customers

We sell our power systems as integrated solutions to customers across a wide range of global markets, including defense and aerospace, medical and healthcare, industrial, and telecommunications. Our ~~disaggregated~~portfolio ~~revenues~~includes ~~consisted~~a comprehensive range of ~~the~~highly ~~following~~integrated, high-performance ~~for~~power systems designed to meet the ~~three~~precise ~~and~~needs ~~six~~of ~~months~~customers ~~ended~~that ~~June~~require 30efficiency, ~~2022~~flexibility, scalability, and ~~2021:~~innovative power technologies for mission-critical and life-sustaining applications.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Primary Geographical Markets
North America	$	822,000	$	1,290,000	$	1,834,000	$	2,497,000
Europe		28,000		453,000		47,000		562,000
Other		212,000		88,000		310,000		154,000
Total Revenue	$	1,062,000	$	1,831,000	$	2,191,000	$	3,213,000
Major Goods
Power Supply Units	$	1,016,000	$	1,831,000	$	2,112,000	$	3,213,000
EV Chargers		46,000		-		79,000		-
Total Revenue	$	1,062,000	$	1,831,000	$	2,191,000	$	3,213,000
Timing of Revenue Recognition
Goods transferred at a point in time	$	1,062,000	$	1,831,000	$	2,191,000	$	3,213,000

We design, develop, and manufacture custom power systems that address performance and form-factor requirements not achievable with standard off-the-shelf products. These solutions are engineered to operate reliably in harsh environments associated with defense and aerospace platforms, and are also deployed in demanding industrial systems and advanced medical instrumentation. In addition to fully integrated solutions, we sell certain power products as stand-alone units to commercial customers.

~~Our~~Beginning in ~~disaggregated~~2021, ~~revenues~~we ~~consisted~~expanded ofour ~~the~~product ~~following for~~offering with the ~~years~~launch ~~ended~~of ~~December~~our ~~31,~~TOGI ~~2021~~initiative to introduce EV charging products to consumers and ~~2020:~~commercial customers.

	2021		2020
Primary Geographical Markets
North America	$	4,684,000	$	4,482,000
Europe		359,000		611,000
Other		303,000		323,000
	$	5,346,000	$	5,416,000
Major Goods
Power Supply Units	$	5,328,000	$	5,416,000
EV Chargers		18,000		-
	$	5,346,000	$	5,416,000
Timing of Revenue Recognition
Goods transferred at a point in time	$	5,346,000	$	5,416,000

Our current commercial customer base consists of approximately 98 companies, which we serve through our direct sales teams and strategic partner channels. During the years ending December 31, 2024 and 2023, approximately 98.5% and 89.8% of our revenues, respectively, were generated from customers located in North America. During the year ending December 31, 2024, revenues from Europe accounted for approximately 1.0% of our revenues and did not exceed 10% of our revenues in prior periods.

-Medical and ~~37 -~~Healthcare.

WeOur power ~~generate~~solutions ~~revenues~~are ~~from~~ideal ~~the~~for ~~sale~~healthcare ofand ~~our~~medical ~~products through~~applications that require a ~~direct~~high ~~and~~level ~~indirect~~of ~~sales~~reliability ~~force. Our~~and performance ~~obligations~~due to ~~deliver~~their quality, ~~products~~output ~~are~~power ~~satisfied~~and athigh-power density. Our power supplies meet the ~~point~~rigorous inmedical ~~time~~safety ~~when~~requirements and major industrial safety standards related to such products ~~are~~to ~~received~~major byindustrial ~~the~~safety ~~customer~~standards, ~~which~~including isthe ~~when~~EN60601-1 safety standard and the ~~customer~~4th ~~obtains~~Edition ~~control~~EMC compliance ~~over~~requirements, ~~the~~and ~~goods.~~help Wemedical ~~provide~~device ~~standard~~and ~~assurance~~system ~~warranties,~~manufacturers speed compliance testing of their own products. Our qualification ~~which~~testing facilities are ~~not~~also ~~separately~~approved ~~priced,~~by ~~that~~various ~~the~~safety ~~products~~agencies ~~function~~to astest ~~intended.~~and Wequalify ~~primarily~~power ~~receive~~products ~~fixed~~to ~~consideration~~be ~~for~~used ~~sales~~in ofmedical ~~product~~devices. We have ~~Some~~obtained ofthe ~~our~~medical ~~contracts~~quality ~~with~~management ~~distributors~~systems ~~include~~ISO ~~stock~~13485 ~~rotation~~certification ~~rights~~to ~~after~~support ~~six~~rigorous ~~months~~design ~~for~~requirements ~~slow~~and ~~moving~~high-quality ~~inventory,~~manufacturing of ~~which~~our ~~represents~~medical ~~variable consideration~~power systems. WeOur ~~use~~medical anpower ~~expected~~products ~~value~~help ~~method~~OEMs tominimize ~~estimate~~the ~~variable~~risk ~~consideration~~of ~~and~~encountering ~~constrain~~unexpected ~~revenue~~development ~~for~~problems ~~estimated~~outside of ~~stock~~their ~~rotations until~~own itareas isof ~~probable~~expertise. ~~that~~The atypical ~~significant~~applications ~~reversal~~for our power products in the ~~amount~~medical ofand ~~cumulative~~healthcare ~~revenue~~industry ~~recognized~~include ~~will~~portable oxygen ~~not~~concentrators, ~~occur.~~patient Tomonitoring ~~date~~systems, ~~returns~~pulsed ~~have~~lasers drivers for dental and surgical treatment, DNA sequencers, medical beds ~~been~~and ~~insignificant~~ultrasounds. ~~Our~~Revenues ~~customers~~from ~~generally~~the ~~pay~~medical ~~within~~and 30healthcare ~~days~~industry ~~from~~accounted ~~their~~for ~~receipt~~approximately 11% and 23% of all revenues received from our ~~invoices~~power supply products for the years ended December 31, 2024, and 2023, respectively.

~~Because our product sales agreements have an expected~~Defense duration of one year or less, we have elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about our remaining performance obligations. We have elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when we transfer our promised good or service to the customer and ~~when the customer pays in one year or less~~Aerospace.

~~Accounts~~We offer ~~Receivable~~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.

Our receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of our receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. We individually review all accounts receivable balances and based upon an assessment of current creditworthiness, estimate the portion, if any, of the balance that will not be collected. We estimate the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when our internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of June 30, 2022, December 31, 2021 and December 31, 2020 of the collectability of invoices, an allowance for doubtful accounts was not considered necessary and therefore no allowance was recorded.48

~~Inventories~~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 48% and 41% of all revenues received from our power supply products for the years ended December 31, 2024, and 2023, respectively.

~~Inventories are stated at cost. Inventory write-offs~~Industrial ~~are~~and ~~provided to cover risks arising from technological obsolescence as our products are mostly original equipment manufactured for our clients~~Telecommunications.

~~Cost~~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 ~~inventories~~our isexperience, ~~determined~~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 ~~follows:~~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 41% and 36% of all revenues received from our power supply products for the years ended December 31, 2024, and 2023, respectively.

Ø Raw materials, parts and supplies - using the “first-in, first-out” method.

Ø Work-in-progress and finished products - based on direct manufacturing costs with the addition of indirect manufacturing costs.

We periodically assess our inventories valuation in respect to obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance 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. We have an obsolescence reserve of $0.1 million for the six months ended June 30, 2022 and for the years ended December 31, 2021 and 2020.

During the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, we did not record inventory write-offs within the cost of revenue.

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

		Useful Lives
Asset		(In Years)
Computer software and office and computer equipment		3 - 5
Machinery and equipment, automobiles, furniture and fixtures		3 - 10
Leasehold improvements		Over the term of the lease or the life of the asset, whichever is shorter

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Warranty

We offer a manufacturing warranty period for all our 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 our EVSE product line, we offer up to a three-year extended warranty beyond the manufacturing warranty period. We also provide end user technical support for up to 15 years on many of our products which have long lifetimes. We estimate the costs that may be incurred under our warranty and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect our warranty liability include the number of units sold, the sector product is being used, historical rates of warranty claims and cost per claim. We periodically assess the adequacy of our recorded warranty liability. As of June 30, 2022 and December 31, 2021, our accrued warranty liability was $54,000 and at December 31, 2020 it was $44,000.

Segments

We operate in one business segment. Our Chief Executive Officer, who is the chief operating decision maker, views our operating performance on a consolidated basis as one segment providing comprehensive EV charging solutions, high-grade power systems and product solutions serving diverse industries and markets including defense and aerospace, medical and healthcare, telecommunications, industrial and e-Mobility.

Concentration of Credit Risk

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

Our trade receivables are mainly derived from sales to customers located primarily in the United States. We perform ongoing credit evaluations of our customers and to date have not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that we and our subsidiary have determined to be doubtful of collection. As of June 30, 2022, December 31, 2021 and 2020, there were no allowances for doubtful accounts.

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

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Customer A		24	%		-			12	%		-
Customer B		-			24	%		12	%		20	%

	For the Years Ended December 31,
	2021			2020
Customer A		17	%		16	%
Customer B		12	%		10	%

Impact of Coronavirus on Our Operations

Our business has been disrupted and materially adversely affected by the outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. While the COVID-19 outbreak is no longer in its early stages, international stock markets continue to reflect the uncertainty associated with the slow-down in the American, Israeli and UK economies and the reduced levels of international travel experienced since the beginning of January 2020. The significant volatility in the Dow Industrial Average throughout 2020 was largely attributed to the effects of COVID-19. We continue to monitor and assess our business operations and system supports and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part of or all the impacts from the continuing spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sectors particularly.

The impact of the COVID-19 pandemic, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and has led to reduced economic activity. The spread of the COVID-19 pandemic has also created a disruption in the manufacturing, delivery and overall supply chain of power electronics manufacturing and suppliers and has led to a decrease in power electronics product sales in numerous markets around the world. Any sustained downturn in demand for power electronics products would harm our business. Widespread uncertainty associated with the pandemic has contributed to reduced business activity worldwide. As described further below, we have experienced production constraints since 2020 that resulted in delays, inefficiencies, and higher costs, which, in the aggregate, had a detrimental influence on our financial results for the past six quarters.

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Our deliveries to and orders from the North American market in sectors we serve, including industrial, telecommunication, medical/healthcare and defense/aerospace, have declined since early 2020 given reduced manufacturing activity, unavailability of electronic components and associated raw materials used in our power products, and broad uncertainty. We believe domestic demand will further improve once the COVID-19 pandemic is substantially contained and uncertainties are reduced, but we cannot predict when this will occur. The COVID-19 pandemic has also led to an increase in the price for certain parts and materials used in the production of our power electronics and EV charging solution products.

Trading conditions in China deteriorated through 2019 due to macroeconomic and trade-related uncertainties. At the beginning of 2020, trading conditions were significantly further affected by the COVID-19 pandemic, with much of the country’s manufacturing disrupted from January through April 2020. By late April 2020, after aggressive measures to contain the coronavirus, the Chinese government quickly implemented economic stimulus measures. We believe this volume was primarily associated with the stimulus spending of the Chinese government, although we also believe an unquantifiable amount of this volume may have been associated with accelerated purchasing by customers anticipating further deterioration of the trade relationship between China and the U.S., which, if it were to occur, could substantially limit purchases by such customers. By the end of 2021 the COVID 19 pandemic continued to substantially affect our supply chain. However, we cannot predict if or when circumstances may change, nor can we predict the amount by which bookings or shipments may change.

From early March 2020, we took actions intended to protect the health and safety of our employees, customers, strategic channel partners and suppliers. Following guidance from the U.S. Centers for Disease Control and Prevention, the U.S. Occupational Health and Safety Administration, state and local health authorities, and existing internal crisis management policies, we developed and implemented comprehensive health and safety measures at all of our locations, including: distributing information and carrying out education initiatives; implementing social distancing requirements; distributing face masks, disposable gloves, disinfectant wipes and thermometers to employees; implementing temperature checks at the entrances to our manufacturing facility; extensive and frequent disinfecting of our workspaces; and enabling work-from-home arrangements for those employees who do not need to be physically on the premises to perform their work effectively. At our operations in Milpitas and Sonora, California, we have largely returned to normal operations with adherence to guidelines published by the Santa Clara Public Health Department. For example, certain individuals deemed to be high risk may work remotely as required. We expect to maintain all appropriate measures until we determine the pandemic is adequately contained for purposes of our business, and we may take further actions we consider to be in the best interests of our employees, customers, strategic channel partners and suppliers, or in response to further government mandates or requirements.

The extent to which the COVID-19 pandemic impacts our business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and strategic channel partners to perform, including third-party suppliers’ ability to provide components and materials used in our power electronics products and systems including EV chargers or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business due to its global economic impact, including any recession that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita income and levels of disposable income, increased and prolonged unemployment or a decline in consumer confidence because of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for our products and services.

We are monitoring the rapidly changing circumstances and may take additional actions to address COVID-19 pandemic risks as they evolve. We continue to closely monitor the operating performance and financial health of our customers, strategic channel partners and suppliers, but an extended period of operational constraints brought about by the pandemic could cause financial hardship within our customer base and supply chain. Such hardship may continue to disrupt customer demand and limit our customers’ ability to meet their obligations to us. Similarly, such hardship within our supply chain could continue to restrict our access to critical electronic components and associated raw materials. Additionally, restrictions or disruptions of transportation systems, such as reduced availability of cargo transport by ship or air, could result in higher costs and inbound and outbound delays. Because much of the potential negative impact of the pandemic is associated with risks outside of our control, we cannot estimate the extent of such impact on our financial or operational performance, or when such impact might occur.

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Results of Operations

The following discussion should be read in conjunction with the information set forth in the financial statements and the accompanying notes appearing elsewhere in this Prospectus.

Comparison of three months ended June 30, 2022 and 2021

	For the Three Months Ended June 30,					Increase
	2022			2021		(Decrease)			%
Revenues	$	1,062,000		$	1,831,000	$	(769,000	)		-42	%
Cost of revenue		672,000			976,000		(304,000	)		-31	%
Gross profit		390,000			855,000		(465,000	)		-54	%
Operating expenses:
Research and development		304,000			72,000		232,000			322	%
Selling and marketing		319,000			298,000		21,000			7	%
General and administrative		771,000			451,000		320,000			71	%
Total operating expenses		1,394,000			821,000		573,000			70	%
Net income (loss)	$	(1,004,000	)	$	34,000	$	(1,038,000	)		-3053	%

Comparison of six months ended June 30, 2022 and 2021

	For the Six Months Ended June 30,						Increase
	2022			2021			(Decrease)			%
Revenues	$	2,191,000		$	3,213,000		$	(1,022,000	)		-32	%
Cost of revenue		1,338,000			1,837,000			(499,000	)		-27	%
Gross profit		853,000			1,376,000			(523,000	)		-38	%
Operating expenses:
Research and development		510,000			296,000			214,000			72	%
Selling and marketing		660,000			424,000			236,000			56	%
General and administrative		1,620,000			920,000			700,000			76	%
Total operating expenses		2,790,000			1,640,000			1,150,000			70	%
Net loss	$	(1,937,000	)	$	(264,000	)	$	(1,673,000	)		634	%

Comparison of Years Ended December 31, 2021 and 2020

	For the Year Ended December 31,						Increase
	2021			2020			(Decrease)			%
Revenues	$	5,346,000		$	5,416,000		$	(70,000	)		-1	%
Cost of revenue		3,662,000			3,821,000			(159,000	)		-4	%
Gross profit		1,684,000			1,595,000			89,000			6	%
Operating expenses:
Research and development		504,000			337,000			167,000			50	%
Selling and marketing		910,000			342,000			568,000			166	%
General and administrative		2,097,000			1,493,000			604,000			40	%
Total operating expenses		3,511,000			2,172,000			1,339,000			62	%
Loss from operations		(1,827,000	)		(577,000	)		(1,250,000	)		217	%
Other income:
Interest income		-			9,000			(9,000	)		-100	%
Net loss	$	(1,827,000	)	$	(568,000	)	$	(1,259,000	)		222	%

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Liquidity, Going Concern and Management Plans

As of June 30, 2022, we had cash of $0.3 million and working capital of $2.4 million. Currently, we are dependent on BitNile for our continued support to fund our operations, without which we would need to cease or curtail such operations. BitNile is committed to providing us such funding as may be necessary to permit us to fund our operations, while we are a wholly owned subsidiary of BitNile.

We believe our current cash on hand together with funds advanced by the Parent are sufficient to meet our operating and capital requirements for at least the next twelve months.

Cash and Cash Equivalents

We maintain our cash in accounts with reputable financial institutions. These balances may exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of June 30, 2022, December 31, 2021 and 2020, we had cash of $0.3 million, $0.1 million and $0.3 million, respectively. We have not experienced any losses on deposits of cash and cash equivalents.

Contractual Obligations

The company had no contractual cash obligations as of June 30, 2022 and December 31, 2021.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the years ended December 31, 2021 and 2020. During fiscal year 2022, we expect the impact of inflation on the Company’s business will be significant due to increases for materials and services throughout fiscal year 2022. The Company believes this may continue to impact expenses in fiscal 2023 and future years.

Controls and Procedures

We will not be required to comply with the internal control requirements of the Sarbanes-Oxley Act prior to our fiscal year ending December 31, 2023. Only if we are deemed to be a large accelerated filer or an accelerated filer would we need to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain a smaller reporting company, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to, not having to comply with the independent registered public accounting firm attestation requirement.

We have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our company and, if necessary, to implement and test additional controls as we may determine necessary to state that we maintain an effective system of internal controls, in areas such as:

Ø staffing for financial, accounting and external reporting areas, including segregation of duties;

Ø reconciliation of accounts;

Ø proper recording of expenses and liabilities in the period to which they relate;

Ø evidence of internal review and approval of accounting transactions;

Ø documentation of processes, assumptions and conclusions underlying significant estimates; and

Ø documentation of accounting policies and procedures.

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Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.

Once our management's report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by SOX Section 404. The independent auditors may identify additional issues concerning a target business's internal controls while performing their audit of internal control over financial reporting.

Recent Accounting Pronouncements and Standards

For information about recently adopted accounting pronouncements and recently issued accounting standards that may impact our financial statements, please refer to Note 3 of Notes to Financial Statements under the respective headings “Recently Adopted Accounting Pronouncements.”

BUSINESS OF TURNONGREEN

Imperalis

Prior to the Acquisition, Imperalis was a holding company headquartered in Las Vegas, Nevada. From 2017 to 2019, Imperalis had acquired and operated three businesses in diverse industries. These businesses attempted to develop a number of products but were not successful and, as a result of the continuing impact of the Covid-19 pandemic, Imperalis was forced to discontinue each of the businesses. Prior to the Acquisition, Imperalis had no current operations and was seeking to acquire a new business. Imperalis was deemed to be a shell company, as defined in Rule 12b-2 under the Securities Exchange Act of 1934.

Overview

TurnOnGreen, through its wholly owned subsidiaries Digital Power and TOGT, is engaged in the design, development, manufacture and sale of highly engineered, feature-rich, high-grade power conversion and power system solutions for mission-critical applications and processes. For more than 50 years, Digital Power has been devoted to the perfection of power solution products that have enabled customer innovation in complex applications covering a wide range of industries. A natural outgrowth of its development of these power systems has been TOGT’s effort to apply the company’s proprietary core power technologies to optimizing the design and performance of electric vehicle (“EV”) charging solutions. TOGT began commercial sales of its product line of high-speed charging solutions in mid-2021. We believe that our charging solutions represent an entire generation of new chargers due to dramatic improvements in terms of size reduction in electronic circuitry and higher output density. We also believe that, by leveraging our experience and expertise in power conversion and generation, we can rapidly become a leader in the high growth EV charging solution market.

Our EV Charging Solutions

We recently formed TOGT, following more than two years of engineering design and product prototypes, to provide EV drivers of all types with easy access to convenient, reliable and high-speed EV charging. TOGT offers Level 2 AC charging infrastructure for use in single family homes, multi-family unit developments, commercial retail properties and fleet environments. TOGT provides Level 3 DC fast charger infrastructure for high traffic, high density urban, suburban, exurban locations, and portable microgrid charging infrastructure. Prior to August 2021, Digital Power operated the EV business presently conducted by TOGT. 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 of tomorrow. Our innovative charging solutions produce a full charge for an EV with a 150-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 a Level 3 DC fast charging product line compatible with the Combined Charging System (“CCS”) standard and the CHArge de MOve (“CHAdeMO”) standard.

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Our network is capable of natively charging (i.e., charging without an adapter) all EV models and supports all charging standards currently available in the United States. Our network can serve a wide variety of private, retail, commercial and fleet customers. Our charging systems maintain the highest standards in the market and are backed by an internationally recognized certificate of safety and performance. We anticipate rapid growth in the number of EVs in North America, and we intend to expand our network of charging stations to accommodate this growth while prioritizing development of locations with favorable traffic and utilization characteristics.

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

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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 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.

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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 (“DSP”) controls for the power factor correction (“PFC”) and DC to DC conversing. The advanced power technology used in our products includes synchronous rectifiers, two-phase PFC, power management integrated circuits (“ICs”) 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 (“UPS”) 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 220 companies, which are served through our direct sales groups and our strategic partner channels. Our power supply products and related services sold through Digital Power accounted for all of our revenues in the six months ended June 30, 2022 and the years ended December 31, 2021 and 2020. During these time periods, approximately 83.7%, 87.6% and 82.8% of our revenues, respectively, were generated from customers located in North America. During the six months ended June 30, 2022, revenues from Europe accounted for approximately 2.1% 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 29%, 32% and 36% of all revenues received from our power supply products during the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, 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 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.

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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 27%, 22% and 26% of all revenues received from our power supply products during the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, 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, EMI/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 44%, 46% and 38% of all revenues received from our power supply products during the six months ended June 30, 2022 and years ended December 31, 2021 and 2020, respectively.

The EV Charging Industry and Trends

The market for BEVs and 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 increases 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 electric vehicle supply equipment (“EVSE”) infrastructure construction, we anticipate a significant increase in the demand for BEVs and HEV charging solutions at home, work and in public.

We believe that the industry trends for sustained growth are favorable for us. Multiple states and municipalities have set ambitious Zero Emission Vehicle goals for the next ten years. In order to meet these goals, mandates for EV sales have been established by states like California, New York, Oregon, Washington and others. While at the same time, oil and gas prices continue to rise, EV battery technology continues to improve and become more affordable. The average consumer cost to acquire an EV declined 13.5% from 2018 to 2019 and continues to fall as more automobile manufacturers introduce new EV models to the market each year, notwithstanding the fact that EVs are generally remain more expensive than ICE automobiles.

Automobile and battery manufacturers have substantially increased their efforts to offer EVs at a wider range of price points and to develop batteries with higher efficiencies and lower costs. According to Reuters, more than $300 billion has been invested or is committed for investment in the next five to ten years by global automobile OEMs. These investments will expand and put into mass production the EV offerings and associated technologies from such OEMs and optimize the global EV supply chain. Efforts to date by OEMs have already lowered the upfront costs of EVs, and we expect further price reductions over the next several model years. Bloomberg New Energy Finance estimates that most EVs will reach upfront cost parity with ICE vehicles by 2023 on an unsubsidized basis. As measured in terms of total cost of ownership (“TCO”), certain classes of EVs already are at or below parity with their ICE counterparts. As overall EV costs decline, more car makes, and models will reach TCO parity with their ICE equivalents and the TCO advantage for other types of EVs will expand. According to the Electric Drive Transportation Association, sales of plug-in vehicles since introduction to the market in 2010 is over 500,000 and according to a third-party research firm, sales are expected to grow by a factor of 12 to over 4,000,000 in 2025. The cost to maintain an EV is half of what it costs to maintain an ICE automobile. The cost to add 200 miles of range to an ICE car is roughly twice the cost of its all-electric counterpart. As multiple market conditions are favorable for growth, we believe that the number of EVs on the road in 2025 will exceed 4,000,000.

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 Level 3 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.

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EV Charging Products

We formed TOGT in August 2021, following more than two years of engineering design and product prototypes, to provide EV drivers of all types with easy access to convenient, reliable and high-speed charging. We offer a Level 2 AC charging infrastructure for use in single family homes, multi-family unit developments, commercial retail properties and fleet environments. TOGT provides Level 3 DC fast charger infrastructure for high traffic, high density urban, suburban, exurban locations, 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 globally. With more than 50 years of expertise in power technology, we provide EV charging solutions to enable the eMobility of tomorrow. Our innovative charging solutions produce a full charge for an EV with a 150-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 a Level 3 DC fast charging product line compatible with the Combined Charging System Type 1 (“CCS1”) standard and the CHAdeMO standard.

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, 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 EVP1100 charger sales for commercial use after approximately seven years. 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 stockholders. 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 product and services to our markets.

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 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. Additional key features of the EV700 include the following:

· 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. SMART features allow users to schedule charging an EV during off-peak hours using the EV700 Application on their I-Phone or Android Phone. 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 enclosure of the EV700 makes it the ideal smart charger for year-round, indoor and outdoor use.

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Level 2 EV Charging Solutions for Businesses

We offer the TOG EVP700 and EVP1100 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. 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 also tested and certified by Occupational Safety and Health Administration nationally recognized testing laboratories TÜV Rheinland and Underwriters Laboratories according to ANSI/UL standards and add up to 200 miles of range in 6 to 8 hours of charge time. Additional key features with respect to these products include:

· Charging Speed. Our Level 2 chargers provide charging speeds up to nine 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.

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

Level 3 DC Fast Charging Solutions for Commercial Use

Our Level 3 DC Fast Chargers are state-of-the-art EV charging units built for speed. The addition of up to 200 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 Level 3 DC Fast Chargers can take an EV battery charge from 20% to 80% in less than 30 minutes on average.

Our Level 3 DC Fast Chargers were developed for commercial properties that include car rental locations, auto dealerships, hotels, grocery and convenience stores, gas stations and other retail establishments. The Level 3 DC Fast Chargers 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. Additional key features with respect to the Level 3 DC Fast Chargers include:

· All-Weather Design. The rugged metal all-weather enclosure makes the Level 3 DC Fast Chargers ideal for year-round use.

· Charging Speeds. The Level 3 DC Fast Chargers are capable of charging an EV to 80% in less than 30 minutes on average, which is up to 34x faster than a 7kW Level 2 charger.

· Dual Charging Ports. The Level 3 DC Fast chargers allow up to two EVs to be charged simultaneously with up to 120kW per charging port.

· 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 connectors in any configuration combination to ensure compatibility with virtually all EVs, including Tesla models through use of the appropriate CHAdeMO or CCS1 to Tesla adaptor.

DC/AC Hybrid DC/AC Fast Charger

The TurnOnGreen AC/DC Hybrid is a cutting-edge EV charging station that produces both DC and AC charges. Designed for mixed fleet application, such as school bus depots or car rental depots, it includes up to two Level 3 DC charging ports compatible with both CCS1 and CHAdeMO standards, and up to two Level 2 AC charging ports compatible with the SAE J1772 standard. These products offer a unique air-cooling technology and dynamic power management system to deliver a state-of-the-art charging experience. The AC/DC Hybrid is also compatible with most EV models on the road today and can charge an EV battery from 20% to 80% in less than 30 minutes of charging time. Additional key features include:

· All-Weather Design. The rugged metal all-weather enclosure of the AC/DC Hybrid chargers makes the products ideal for year-round outdoor use.

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· Dual Charging Ports. The AC/DC Hybrid enable customers to charge up to four EVs simultaneously with both high power Level 3 DC fast charging and Level 2 AC charging.

· Charging Speeds. The Level 3 DC charging ports in the AC/DC Hybrid allows customers to charge an EV to 80% in less than 30 minutes on average.

· Open Charge Point Protocol. As is the case with the Level 3 DC Fast Chargers, AC/DC Hybrid consumers may view earnings and manage machines using the TurnOnGreen Dashboard.

· Compatibility. SAE J1772, CCS1 and CHAdeMO charging connectors are available with each charging station to ensure compatibility with virtually all EVs, including Tesla models with the appropriate CHAdeMO or CCS1 to Tesla adaptor.

EV Charging Revenue Model

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.

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.

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· Usage Tracking. Through our management system, customers can consolidate transaction history, including mobile app sessions, Text & Go™️ sessions and RFID sessions.

· 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~~systems and EV charging solutions in ~~the~~through ~~form~~custom, ofvalue-added and standard hardware sales, ~~recurring~~engineering services, recurring network subscriptions, extended warranty ~~purchases~~offerings, and related services. WeOur ~~will~~strategy ~~continue~~is to ~~optimize~~ continue expanding our ~~operating~~core ~~model,~~advanced ~~combining~~power electronics ~~high~~business ~~quality~~while ~~power~~supporting ~~and~~long-term ~~charging~~growth ~~hardware~~through ~~and~~selective ~~related~~expansion ~~services~~of ~~with~~our ~~appealing~~EV ~~business~~charging ~~models~~products ~~for~~and ~~our~~network ~~customers~~services. We intend ~~believe~~to ~~that~~optimize ~~this~~our ~~approach~~operating ~~creates~~model ~~significant~~by ~~customer~~combining ~~network~~high-performance ~~effects~~technology, ~~and~~differentiated ~~provides~~engineering, ~~the~~and ~~potential~~competitive ~~for~~pricing ~~recurring~~with customer-focused ~~revenue.~~business ~~Key~~models ~~elements of~~that ~~our~~support ~~growth~~recurring ~~strategies~~revenue ~~include:~~streams.

·Key elements ~~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 ofstrategy 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.include:

· ~~Develop~~Expand ~~Our~~Power ~~Strategic~~Electronics ~~Partnership~~Capabilities ~~Network.~~in InCore ~~order~~Markets. toOur ~~achieve~~primary ~~our~~growth ~~goals~~focus –is ~~particularly with respect~~ to ~~the~~continue ~~rapid~~advancing ~~deployment of~~ our EVcustom ~~charging products – we will evaluate~~ and ~~enter~~integrated ~~into~~power ~~strategic~~electronic ~~partnerships that facilitate our ability to bring best-in-class~~ solutions toacross adefense, ~~wider network of EV drivers than we would be able to reach on our own. Since the launch of TOGI~~aerospace, ~~we have entered into several strategic agreements~~medical, ~~including (i) Tesco Solutions LLC an Indiana based construction firm~~industrial, ~~(ii) Unique Electric Solutions~~telecommunications, aand ~~New~~other ~~York based firm focused on re~~mission-~~powering~~critical ~~school bus fleets, (iii) Best Western International, Inc~~markets. ~~(“BWI”),~~We aplan ~~global~~to ~~network~~invest ~~of hotels and resorts, headquartered~~ in ~~Phoenix,~~new ~~AZ,~~product ~~which includes more than 2~~architectures,~~000~~ ~~hotels~~higher-density inpower ~~North America~~conversion, ~~(iv)~~software-managed ~~CED National Accounts~~controls, ~~headquartered~~ruggedized ~~in Irvine~~electronics, ~~CA,~~and ~~which~~advanced ~~provides~~form-factor ~~turnkey~~designs ~~solutions~~to ~~for~~meet EVthe ~~chargers~~evolving ~~field~~requirements ~~deployment~~of ~~including~~these ~~site~~customers. ~~design,~~Our ~~permitting,~~goal ~~construction~~is ~~and~~to ~~installation,~~deepen ~~(v)~~our ~~Sunrise~~role ~~Hills~~as ~~Commercial,~~a antrusted ~~association~~supplier ~~owns the facility used by the Tuolumne County Transportation Council~~ of ~~which~~high-reliability ~~support~~power ~~deployment~~systems offor EVharsh ~~charger throughout the Tuolumne County~~ and ~~the~~demanding ~~Seaira~~operating ~~corridor~~environments, ~~and~~including ~~(vi)~~programs ~~with~~requiring ~~EV-olution~~long ~~Charging~~service ~~Systems~~life, aprecision ~~Canadian~~performance, ~~based~~and ~~EVSE~~military-grade ~~distributor~~durability.

· ~~Expand~~Increase ~~within~~Market Penetration with Existing and New Customers. We ~~are~~intend ~~focused on maintaining our customer retention model, which encourages existing customers~~ to ~~increase~~grow ~~their~~revenue ~~utilization~~within of our ~~products~~established ~~and~~customer tobase ~~renew~~by ~~their~~expanding ~~subscriptions~~power ~~due~~system todeployment ~~the~~across ~~expansion~~additional ofplatforms, ~~our~~applications, ~~network~~and programs. We also expect ~~additional~~new ~~growth~~opportunities tothrough ~~result~~emerging ~~from~~defense, ~~the~~medical, ~~breadth~~and ofindustrial ~~ecosystem~~projects ~~integrations~~ that ~~are~~require ~~enabled~~customized ~~through~~solutions, ~~our~~higher ~~TurnOnGreen~~efficiency, ~~Network.~~and ~~This~~improved ~~eMobility~~power ~~network~~density. ~~would~~Our ~~integrate~~direct ~~platforms~~sales ~~such~~teams asand ~~in-vehicle~~strategic ~~infotainment~~partner ~~systems,~~channels ~~consumer~~will ~~mobile~~continue ~~applications,~~to ~~payment~~pursue ~~systems,~~long-term ~~mapping~~supply ~~tools,~~relationships ~~home~~with ~~automation assistants~~OEMs, ~~fleet~~defense ~~fuel~~contractors, ~~cards~~ and ~~residential~~system ~~utility programs~~integrators.

· ~~Make~~Strengthen ~~Opportunistic~~Recurring ~~Investments~~Revenue ~~in Marketing~~Opportunities. WeAs ~~intend~~we toexpand ~~continue~~our toinstalled ~~aggressively~~base ~~market~~of custom and ~~sell~~integrated ~~our~~power ~~core~~systems, ~~power~~we ~~products~~plan ~~through~~to ~~our~~increase ~~existing~~recurring ~~domestic~~revenues ~~and~~through ~~international~~replacement ~~markets~~units, ~~with~~system anupgrades, ~~emphasis~~firmware onupdates, ~~the~~value-added ~~North~~engineering ~~American~~support, ~~market.~~and Welong-term ~~also~~service ~~intend~~agreements. toWe ~~generate~~believe ~~revenues by~~ our ~~eMobility~~technology ~~charging~~roadmap ~~services through various partnership~~ and ~~business~~long-standing ~~models~~customer torelationships ~~reach~~create ~~new~~opportunities ~~customers,~~for inmulti-year ~~each~~supply ~~case~~and ~~coordinated~~support ~~through our dedicated sales groups~~arrangements.

· 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. Along with our controlling stockholder, we are 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.49

· ~~Cooperative~~Develop ~~Partnerships~~and ~~with~~Expand ~~Site~~Strategic ~~Hosts~~Partnerships. ~~Partnering~~We ~~with~~intend ~~commercial~~to ~~property~~continue ~~owners~~providing toreliable, ~~expand~~feature-rich ~~public~~power ~~charging~~electronic ~~infrastructure~~solutions isto aour ~~key~~existing ~~driver~~customers ofwhile ~~revenue~~developing ~~for~~and ~~the~~offering ~~Company.~~new ~~Working~~advanced ~~with~~power ~~select~~products ~~hotels,~~to ~~golf~~address ~~courses,~~evolving ~~museums,~~market ~~hospitals,~~needs. ~~universities~~In parallel, ~~and~~we ~~other~~will ~~high~~continue ~~volume~~forming ~~long~~strategic ~~dwell~~partnerships ~~time~~that support deployment of our EV ~~destinations~~charging ~~through~~infrastructure ~~revenue~~and ~~sharing~~expand our market reach. Our agreements, wespan ~~offer~~a tobroad ~~fund~~range ~~and~~of ~~build~~sectors, ~~the~~including EVconstruction ~~charging~~and infrastructure ~~while~~service ~~operating~~providers, ~~the~~large EVcommercial ~~chargers~~fleet ~~and~~operators, ~~retaining~~hospitality ~~the~~networks, ~~majority~~national ofaccounts ~~the~~integrators, ~~revenue~~regional ~~generated~~transportation ~~through~~organizations, ~~energy~~municipalities, ~~use~~engineering ~~sales~~and ~~for~~consulting afirms, ~~contracted~~solar ~~period~~energy ofinstallers, ~~time.~~universities, ~~Under~~public ~~the~~school ~~cooperative model~~districts, ~~the~~car ~~company~~rental ~~can~~operators, ~~recoup~~and ~~infrastructure~~automotive ~~costs~~dealerships. ~~through~~These ~~grant~~partnerships ~~and~~support ~~rebate~~site ~~programs~~development, ~~energy~~product ~~sales~~installation, and orbroader ~~the~~adoption ~~sale~~ of ~~carbon~~our ~~credits~~charging ~~generated~~hardware ~~through~~and ~~the~~network ~~use of accredited machines~~services.

· Continue to Expand Our EV Charging Products and Network Services. While our core focus remains power electronics, we intend to continue scaling our EV charging hardware and software offerings to meet growing e-Mobility 51demand. We plan to expand our portfolio of Level 2 chargers and DCFC systems, supported by our cloud-based management platform, TOG Network Services. This includes charger connectivity, authentication, billing, diagnostics, energy management, and fleet solutions. We may also deploy a charger-as-a-service (“CaaS”) model that bundles hardware with subscription-based network access.

Cooperative and Turnkey Site-Host Programs. For select EV charging locations, we may partner directly with commercial property owners under a cooperative revenue-sharing model. In these cases, we fund, install, and operate the charging systems while retaining a majority of the revenue generated from charging sessions for a contracted period. We seek to offset capital costs through rebates, grant programs, sale of carbon credits, and energy revenue where applicable.

Strategic Acquisitions and Investments. We may pursue acquisitions or investments that expand our technical capabilities, customer base, geographic reach, or product offerings. Potential targets may include power electronics businesses, technology assets, infrastructure partners, or software platforms that align with our core competencies and growth objectives.

Sales and Markets

We sell and market our products through a variety of sales channels. Our direct sales groups are dedicated to developing commercial and fleet sales in well-defined customer segments in specific geographic regions. Our channel partners, which include independent manufacturer representatives and distributors, focus on e-commerce and business-to-business sales. Our sales and marketing efforts target specific verticals and territories that we believe will have the highest demand for EVSE over the ~~next~~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 $24.~~1 million, $~~5.3 million and $53.49 million, or ~~96.4~~92%, ~~99.7%~~ and ~~100~~92%, of total revenues were attributable to power electronics products under various OEM agreements in for the ~~six months ended June 30, 2022 and~~ years ended December 31, ~~2021~~2024, and ~~2020~~2023, respectively. ~~Two~~One ~~customers~~customer accounted for more than 10% of our total revenues ~~during~~for ~~each~~the ofyear ~~these~~ended ~~periods~~2024 and two customers accounted for more than 10% for the year ended 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.

We maintain multiple sources of supply on all critical items and manage our purchasing commitments on a worldwide basis to leverage our purchasing strength. However, the COVID-19 pandemic could impact our supply chain for components we need for the products we sell, particularly as a result of mandatory shutdowns in locations where such components are manufactured or held for distribution.

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.

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Our engineering groups are strategically located around the world to facilitate communication with, and access to, our worldwide customer base and manufacturing facilities. This collaborative approach facilitates partnerships with customers for technical development efforts and enables us to develop technological products that support complex and evolving markets such as eMobility, cloud computing, military and aerospace. On occasion, we execute non-disclosure agreements with customers to help develop proprietary, next generation products designed for rapid deployment. We also sponsor memberships in technical organizations that allow our engineers to participate in developing standards for emerging technologies. We believe that this participation is critical in establishing credibility and a reputable level of expertise in the marketplace, as well as to position us among industry leaders in new product development.

Our internal product design and development programs have also been augmented by third party development programs with engineering partners to achieve the best technological and product design results for specific customer product applications. In June 2021, we entered into a partnership agreement with ChargeLab, Inc. to design, build and publish cross-platform mobile experiences for residential and commercial end-users of our EV chargers. Under this agreement, ChargeLab will support us in the pre-production stage of our EV charging products by performing testing sessions to ensure and validate solid firmware compliance with the Open Charge Point Protocol.

When required, we modify standard products to meet specific customer requirements. Such modifications include, but are not limited to, redesigning commercial products to meet MIL-STD requirements for military applications based on COTS products and to meet other customized product requirements. We continually seek to improve our product power density, adaptability and efficiency, while attempting to anticipate changing market demands for increased functionality, such as PFC controlled digital signal processors, customized firmware and improved ~~electromagnetic interference (“~~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 $0.54 million, ~~$0.5~~for ~~million and $0.3 million in~~ the ~~six months ended June 30, 2022 and~~ years ended December 31, ~~2021 and 2020~~2024, ~~respectively. 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~~2023.

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 bybe ~~compliance~~ 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.

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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 ~~Level~~DCFC 3 charging;

Commercial fleet closed network charging; and

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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 ~~trademark~~our trademarks with the United States Patent and Trademark Office ~~and~~for ~~the~~our ~~International~~brand ~~Register~~name of“TURNONGREEN” ~~Marks~~and ~~maintained~~for ~~under~~our ~~the~~brand ~~Madrid~~names ~~Agreement~~“DP ~~and~~Digital Power” ~~Protocol for~~ “DP Digital Power Flexible Power Solutions”. Inamong ~~February~~some ~~2021,~~other wetrademarks ~~submitted~~names anwhich ~~application~~we ~~for~~also ~~the~~registered ~~trademark~~with ~~“TurnOnGreen, Inc.” to~~ the World ~~United~~Intellectual ~~States~~Property ~~Patent~~Organization ~~and~~(WIPO) ~~Trademark~~– ~~Office.~~Madrid ~~This application remains pending~~System.

Currently we are not planning to apply for a protected patent for some of the products we have developed for EV charging supply equipment. However, we will maintain the IP of the proprietary products and solutions we developed for the power electronic and eMobility market and some other adjacent markets. We periodically monitor for infringements on our intellectual property and have never encountered such an infringement. We do not believe that our lack of patents is material to our ongoing business.

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. ~~Compliance~~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~~ 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.

~~- 55 -~~54

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 ~~June~~committed 30to attracting and retaining the brightest and best talent, ~~2022~~so weinvesting ~~have~~in ~~approximately~~human 18capital ~~full-time~~is critical to our success. The employee traits we value include ~~employees~~industriousness, intellectual curiosity, growth mindset and ~~two~~deeply ~~part-time~~caring ~~employees,~~about the quality of ~~whom~~work. ~~two~~The ~~were~~human incapital ~~engineering,~~measures ~~three~~and inobjectives that ~~production,~~we ~~seven~~focus on in ~~sales~~managing our business include employee safety, talent acquisition and ~~marketing~~retention, ~~three~~employee inengagement, ~~customer~~development ~~support~~and training, diversity and ~~eight~~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.

WeEmployee believe that we have been successful in attracting experienced and capable personnel. All of our employees have entered into agreements with our company or BitNile 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 us.Profile

As of September 30, 2025, 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 ~~June~~September 30, ~~2022~~2025, December 31, 2024, and December 31, ~~2021~~2023, our backlog was approximately $65.~~0 million and $~~4.0 million, ~~respectively, compared with~~ $36.41 million, and $24.92 million ~~as of June 30~~, ~~2020 and December 31, 2020,~~ respectively. Due to the nature of our manufacturing process and customer base, we purchase and ship products to our customers without experiencing a significant backlog and recognize revenue at a point in time when control of goods are transferred.

Properties and Facilities

We lease our executive offices in Milpitas, California. Our total rent expense for this office, which consists of 31,165 square feet, is $6777,~~000~~619 per month. Our current lease expires on January 31, 2026.

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 aan undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we ~~believe~~consider ~~that~~ it is probable that a ~~loss~~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 a 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.

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MANAGEMENT AND BOARD OF ~~TURNONGREEN~~DIRECTORS

The following table sets forth the names and ~~ages~~positions of our executive officers and directors,. Directors will be elected at our annual meeting of stockholders and serve for one year or until their ~~positions~~successors ~~with~~are ~~us,~~elected and qualify. Officers are aselected ~~follows:~~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	~~Position~~
Amos Kohn	65	62	Founder, Chief Executive Officer, Chief Financial Officer and Chairman	~~Founder, Chief Executive Officer and Director~~
Marcus Charuvastra	47	44	President and Director	~~President, Chief Revenue Officer and Director~~
Douglas Gintz	58	55	Director	~~Chief Technology Officer and Director~~
David J. Katzoff		61		Chief Financial Officer, Secretary and Treasurer

Amos Kohn serves as our Chief Executive ~~Officers~~Officer, Chief Financial Officer and ~~Directors~~Chairman of the Board, roles he has held since the Company’s acquisition. Prior to the acquisition, Mr. Kohn served as the Founder, Chief Executive Officer and Chairman of TurnOnGreen, Inc. (formerly Coolisys Technologies Corp.) since its formation in January 2020. Mr. Kohn has led Digital Power Corporation for more than 15 years, serving as its Chief Executive Officer from 2008 to 2025. He served as President and Chief Executive Officer of Hyperscale Data Inc. from 2008 to 2017 and as President from 2017 to 2020. From 2003 to 2020, Mr. Kohn also served as a director of Hyperscale Data Inc. Prior to his service with Digital Power Corporation, Mr. Kohn held senior executive leadership positions with U.S. and international companies in the high-technology sector. He has over 30 years of experience providing executive management, strategic oversight, operational leadership, financial management, and public company reporting for both privately held and publicly traded entities. Mr. Kohn is named as an inventor on several United States and international patents. Mr. Kohn holds a degree in Electronics and Communication Engineering and a Certificate of Executive Business Administration from the University of California, Berkeley. He holds the rank of Major (Ret) in the IDF.

~~The~~Marcus ~~principal occupations~~Charuvastra has ~~for~~served as our President since March 2022. Mr. Charuvastra served as the ~~past~~President ~~five~~of ~~years~~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 ~~some~~strategic ~~circumstances~~planning, ~~for~~sales, ~~prior~~services, marketing and business and organizational development. Mr. Charuvastra spent nine years) ofat ~~each~~Targeted Medical Pharma, Inc. serving as Vice President of Operations and as the ~~executive~~Managing ~~officers~~Director ~~and~~of ~~directors~~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 ~~our~~Sales ~~company~~and ~~are~~Marketing at Physician Therapeutics from 2009 to 2012 and was responsible for building the sales asand ~~follows:~~distribution network in the United States and abroad. He is a graduate of UCLA.

~~Amos~~Douglas ~~Kohn has been~~Gintz was ~~our~~appointed ~~Chief~~as ~~Executive~~a ~~Officer~~Director ~~and~~on ~~the~~September ~~Chairman~~6, of2022. ~~our~~Mr. ~~Board~~Gintz ofserved ~~Directors~~as ~~since~~our ~~the~~Chief ~~date~~Technology ofOfficer ~~the~~from ~~Acquisition.~~September ~~Prior~~2022 ~~thereto,~~to heMay ~~was~~2025 ~~the~~and ~~Founder~~previously ~~and~~served as Chief ~~Executive~~Technology Officer ~~and a member~~ of ~~the~~TOGI ~~board~~between ofFebruary ~~directors~~2021 ofand ~~the~~September ~~Former~~2022. ~~TOGI,~~Mr. ~~including~~Gintz ~~when~~is ~~its~~responsible ~~name~~for ~~was~~driving ~~Coolisys~~strategic ~~Technologies,~~software ~~Inc.,~~initiatives ~~since~~and ~~its~~delivering ~~formation~~key intechnologies ~~January~~essential ofto ~~2020.~~the Hemarket ~~has~~penetration ~~led Digital Power, now part~~ of ~~TurnOnGreen,~~our ~~for~~EV ~~more~~charging ~~than~~solutions 15business. ~~years,~~Mr. ~~and~~Gintz ~~currently~~previously heserved ~~is leading TurnOnGreen~~ as the ~~chief~~Chief ~~executive~~Technology ~~officer~~Officer and ~~architect~~Director of ~~its~~Global ~~EVSE~~Technology ~~portfolio.~~Implementation Heat ~~served~~HSD asfrom aFebruary ~~director~~2021 ofto ~~BitNile~~January ~~from~~2025. Mr. ~~2003~~Gintz's toprevious ~~2020,~~leadership ~~its~~roles ~~President~~include ~~and~~ Chief Executive Officer ~~from~~of ~~2008~~Pacific toCoders, ~~2017~~LLC. ~~and President~~ from ~~2017~~August to2002 ~~2020. Prior~~ to ~~his~~January ~~appointment~~2022; ~~as President and~~ Chief ~~Executive~~ Technology Officer of ~~Digital~~Endocanna ~~Power Corporation~~Health, MrInc. ~~Kohn~~from ~~held~~January ~~executive~~2019 ~~roles~~to ~~with~~January ~~several~~2021; ~~US and international companies~~Mr. .. ~~For~~Gintz ~~more~~served ~~than~~at 30Targeted ~~years~~Medical Pharma, MrInc., ~~Kohn~~a ~~has~~publicly ~~provided leadership~~traded microcap, ~~oversight~~as ~~and~~Chief ~~strategic~~Marketing ~~direction~~Officer ~~for worldwide privately held~~ and ~~publicly traded~~Technology ~~companies~~Officer infrom ~~the~~January ~~high-technology~~2018 ~~sector.~~to HeDecember ~~holds~~2019, aand ~~Bachelor~~Chief ofTechnology ~~Science~~Officer ~~degree in electrical~~ and ~~electronics engineering and a~~Chief ~~Certificate~~Information ofOfficer ~~Business Administration~~ from ~~the~~January ~~University~~2012 ofto ~~California,~~May ~~Berkeley,~~2016. Mr. ~~and~~Gintz ahas ~~Major~~over ~~(Ret)~~30 atyears ~~IDF.~~of Hehands-on ~~named~~experience asbringing anproducts ~~inventor~~to onmarket. ~~several~~Specializing ~~United~~in ~~States~~emerging ~~and~~technologies, ~~international patents~~Mr. WeGintz ~~believe~~has ~~that~~developed ~~Mr.~~manufacturing ~~Kohn’s~~compliance ~~extensive~~systems, ~~executive-level~~DNA ~~management~~reporting ~~experience~~engines, inmedical ~~diversified~~billing ~~industries~~software, ~~expanding~~e-commerce ~~companies into new markets including power electronics~~applications, ~~eMobility, telecommunications~~ and ~~defense~~retail ~~give him~~software ~~the~~for ~~qualifications~~companies ~~and~~ranging ~~skills~~from startups to ~~serve~~multinational ~~as one of our directors~~corporations.

~~Marcus~~Corporate Charuvastra has been our President since the date of the Distribution and served as the President of TOGI since March 2022. Mr. Charuvastra has served as the President of TurnOnGreen, Inc. since January 2022 and previously served as its Chief Revenue Officer since June 2021. He was named a Director September 6, 2022. 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. Mr. Charuvastra is an accomplished leader with 20 years of experience in strategic planning, sales, services, marketing and business and organizational development. 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.Governance

Douglas Gintz has been our Chief Technology Officer since the date of the Distribution and served as the Chief Technology Officer of TOGI since February 2021. 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 currently serves as the Chief Technology Officer and Director of Global Technology Implementation at BitNile Holdings, Inc. since February 2021. Mr. 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 to serve as one of our directors.

David J. Katzoff has been our Chief Financial Officer since the date of the Distribution and served as the Chief Financial Officer of TOGI since December 2021. Mr. Katzoff has served as Senior Vice President of Finance for BitNile Holdings, Inc. since January 2019. Mr. Katzoff has served as the Chief Operating Officer of Alzamend Neuro, Inc., a biotechnology firm dedicated to finding the treatment, prevention and cure for Alzheimer’s disease from December 2020 and currently serves as its Chief Financial Officer as of August 5, 2022. From November 2019 to December 2020, Mr. Katzoff served as their Senior Vice President Operations. From 2015 to 2018, Mr. Katzoff served as Chief Financial Officer of Lumina Media, LLC, a privately held media company and publisher of life-style publications. From 2003 to 2017, Mr. Katzoff served a Vice President Finance for Local Corporation, a publicly held local search company. Mr. Katzoff received a B.S. in Business Management from the University of California at Davis.

- 57 -

No family relationship exists among any of the directors or executive officers of TurnOnGreen. 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 TurnOnGreen. All executive officers are appointed annually by the Board of Directors. Directors serve until the next annual meeting of our stockholders 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 of 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.

Board of Directors

Our business and affairs are managed under the direction of our Board ~~of Directors~~. Our ~~board~~Board ~~of directors~~ is currently composed of 3three members, ~~neither~~one 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.

Our Board is currently composed of three members and maintains the following three standing committees: (1) the Audit Committee; (2) the Compensation Committee; and (3) the Nominating and Governance Committee. The membership and the function of each of the committees are described below. Our Board may, from time to time, establish a new committee or dissolve an existing committee depending on the circumstances.

Audit Committee

Messrs. Kohn, Charuvastra and Gintz currently comprise the Audit Committee of our Board. Mr. Kohn serves as the Chairman of the Audit Committee.

The Audit Committee is responsible for, among other things, selecting and hiring our independent auditors, approving the audit and pre-approving any non-audit services to be performed by our independent auditors; reviewing the scope of the annual audit undertaken by our independent auditors and the progress and results of their work; reviewing our financial statements, internal accounting and auditing procedures, and corporate programs to ensure compliance with applicable laws; and reviewing the services performed by our independent auditors to determine if the services rendered are compatible with maintaining the independent auditors’ impartial opinion.

Compensation Committee

Messrs. Kohn, Charuvastra and Gintz currently comprise the Compensation Committee of our Board. Mr. Kohn serves as Chairman of the Compensation Committee.

The Compensation Committee is responsible for, among other things, reviewing and approving executive compensation policies and practices; reviewing and approving salaries, bonuses and other benefits paid to our officers, including our Executive Chairman, Chief Executive Officer, President and Chief Financial Officer; and administering our stock option plans and other benefit plans.

Nominating and Governance Committee

Messrs. Kohn, Charuvastra and Gintz currently comprise the Nominating and Governance Committee of our Board. Mr. Kohn serves as Chairman of the Nominating and Governance Committee.

The Nominating and Governance Committee is responsible for, among other things, assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the Board; developing and recommending governance principles applicable to our Board; overseeing the evaluation of our Board and management; and recommending potential members for each Board committee to our Board.

The Nominating and Governance Committee considers diversity when identifying Board candidates. In particular, it considers such criteria as a candidate’s broad-based business and professional skills, experiences and global business and social perspective.

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. Directors serve until the next annual meeting of our stockholders and until their successors are elected and qualified.

Code of Business Conduct and Code of Ethics

Our Board 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 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.

EXECUTIVE AND DIRECTOR COMPENSATION

As a smaller reporting company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act.

The following table sets forth summary compensation information for the following persons: (i) all persons serving as our principal executive officer and principal financial officer during the years ended December 31, 2024, and 2023, and (ii) our two most highly compensated executive officers who received compensation during the years ended December 31, 2024, and 2023 of at least $100,000 and who were executive officers on December 31, 2024. Amos Kohn served as both our Principal Executive Officer and Principal Financial Officer during the periods presented. 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 ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Amos Kohn		2024		350,000		10,000		-		-		33,120		393,120
Chief Executive Officer and Chief Financial Officer		2023		350,000		-		-		-		29,540		379,540
Marcus Charuvastra		2024		140,000				-				-		140,000
President and Chief Revenue Officer		2023		128,125		5,834						1,160		135,119

Narrative Disclosure to Summary Compensation Table

The compensation of our named executive officers consists of base salary, discretionary bonus opportunities, and customary employee benefits. Neither Mr. Charuvastra nor Mr. Kohn is party to an employment agreement. Their base salary and bonus amounts for the periods presented were established by the Board of Directors based on their respective responsibilities, performance, and relevant market considerations. Neither executive received equity awards during the fiscal years presented. Amounts reported as “All Other Compensation” reflect employer-paid benefits, including health insurance premiums, retirement plan contributions, and other customary perquisites.

Termination Provisions

As of the date of this prospectus, 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 resignation, severance, retirement, constructive termination, a change in control of the Company, or a change in the Named Executive Officer’s responsibilities.

Outstanding Equity Awards at Fiscal Year End

As of December 31, 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, 2024, no shares had been issued under the plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock based on 183,983,122 shares issued and outstanding as of the close of business on December 16, 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)		42,880		*
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 TurnOnGreen, Inc., 1421 McCarthy Blvd., Milpitas, California 95035.

(2)

Consisting of (i) 30,555 shares held by Sentinum, Inc., (ii) 12,806,817 shares held by Ault Lending, (iii) 12,452,919 shares underlying warrants held by Ault Lending, (iv) 33,539,181 shares underlying the Series A Preferred Stock, (iv) 315,999 shares and 315,999 underlying warrants are held by Ault and Company, Inc. 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 Hyperscale. Milton C. Ault, III, the Executive Chairman of Hyperscale, exercises voting and dispositive power over the shares owned by Hyperscale and subsidiaries. The business address of each of these entities and individuals is 11411 Southern Highlands Parkway, Suite 190, 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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 ~~stockholder~~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~~Company’s outside auditor, or at any time during the past three years was a partner or employee of the ~~company~~Company’s outside auditor, and who worked on the company’s audit.

- 58 -

EXECUTIVE COMPENSATION

Summary Compensation Table

Imperalis did not pay any compensation to its Chief Executive Officer during the last two fiscal years through the Acquisition and there were no executive officers serving as of the end of the last two fiscal years whose compensation exceeded $100,000.

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, 2021 and 2020, and (ii) our two other most highly compensated executive officers who received compensation during the years ended December 31, 2021 and 2020 of at least $100,000 and who were executive officers on December 31, 2021. We refer to these persons as our “named executive officers” in this prospectus. 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 ($)			Bonus ($)		Stock Awards ($)	Option Awards ($)	All Other Compensation ($)		Total ($)
Amos Kohn		2021		350,000			2,500				30,640		383,140
Chief Executive Officer		2020		350,000							30,247		380,247
Marcus Charuvastra		2021		92,387	(1)		27,250				751		120,388
President and Chief Revenue Officer		2020		-									-

(1) Mr. Charuvastra’s annual salary is $125,000. The figure in the table reflects the fact that he was hired on April 6, 2021.

Employment Agreements

As of the date of this prospectus, we have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to an executive officer at, following or in connection with any termination, including without limitation, resignation, severance, retirement or a constructive termination of an executive officer, or a change in control of our company or a change in the executive officer’s responsibilities, with respect to each executive officer.

Termination Provisions

As of the date of this prospectus, 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, 2021 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.

- 59 -

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

BitNile will continue to perform certain administrative services for TurnOnGreen. These services include certain use of BitNile’s management information system, assist in the preparation of federal and state tax returns and handling of certain cash management services.

Imperalis Note

On December 15, 2021, Ault Lending, a wholly-owned subsidiary of BitNile, entered into an exchange agreement with Imperalis pursuant to which Imperalis issued to Ault Lending a convertible promissory note (the “Imperalis Note”) in the principal amount of $101,529, in exchange for prior promissory notes dated August 18, 2021 and November 5, 2021 issued by Imperalis to Ault Lending in the aggregate principal amount of $100,000, which had accrued and unpaid interest of $1,529 as of December 15, 2021. The terms of the Imperalis Note provide for (i) an interest rate at 10% per annum, (ii) a maturity date of December 15, 2023, and (iii) conversion of the principal, together with accrued but unpaid interest thereon, into shares of Imperalis common stock at Ault Lending’s option at a conversion price of $0.01 per share. On October 12, 2022, Ault Lending received 10,990,142 shares of Imperalis common stock upon the conversion of principal and accrued interest on the Imperalis Note in the aggregate amount of $109,901.

Securities Purchase Agreement

As previously reported on a Current Report on Form 8-K filed by Imperalis on March 21, 2022, on March 20, 2022, BitNile and Imperalis entered into a Securities Purchase Agreement (the “Agreement”) with TurnOnGreen, a wholly owned subsidiary of BitNile. Pursuant to the Agreement, at the closing of the Agreement (the “Closing”), which occurred on September 6, 2022, BitNile (i) delivered to Imperalis all of the outstanding shares of common stock of TurnOnGreen held by BitNile, and (ii) eliminated all of the intercompany accounts between BitNile and TurnOnGreen evidencing historical equity investments made by BitNile to TurnOnGreen, in the approximate amount of $36,000,000, all in consideration for the issuance by Imperalis to BitNile (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 Imperalis’ common stock, par value $0.001 per share (the “Common Stock”) at BitNile’s option, is redeemable by BitNile, and entitles BitNile to vote with the Common Stock on an as-converted basis.

Immediately following the Closing, TurnOnGreen became a wholly owned subsidiary of Imperalis. Further, through an upstream merger whereby the TurnOnGreen ceased to exist, which was consummated on September 8, 2022, IMHC owns the former TurnOnGreen’s two operating subsidiaries, TOG Technologies and Digital Power. Imperalis will dissolve its dormant subsidiary but will continue the existing business operations of TurnOnGreen as a publicly traded company under the name Imperalis Holding Corp., but intends to change the registrant’s name to TurnOnGreen, Inc. as soon as practicable. The Closing was subject to BitNile’s delivery to Imperalis of audited financial statements of TurnOnGreen and other customary closing conditions.

On September 5, 2022, BitNile, Imperalis and TurnOnGreen entered into an amendment to the Agreement (the “Amendment”), pursuant to which Imperalis agreed to (i) use commercially reasonable efforts to effectuate a distribution by BitNile of 140 million shares of Common Stock beneficially owned by BitNile (the “Distribution”), including the filing of a registration statement (the “Distribution Registration Statement”) with the SEC, (ii) to issue to BitNile warrants to purchase an equivalent number of shares of Common Stock to be issued in the Distribution (the “Warrants”), and (iii) to register the Warrants and the shares of Common Stock issuable upon exercise of the Warrants on the Distribution Registration Statement. TurnOnGreen and BitNile will mutually agree to the terms and conditions of the Warrants and the Distribution Registration Statement after the Closing Date.

One executive officer of TurnOnGreen is also an officer of BitNile. See “Directors, Executive Officers and Corporate Governance.”

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~~ which are transactions between ~~TurnOnGreen~~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 ~~TurnOnGreen and~~us and related persons will provide that a related person is defined as a director, executive officer or greater than 5% beneficial owner of 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. ~~TurnOnGreen’s~~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 ~~BitNile~~Hyperscale Data, Inc. (“Hyperscale”).

-Except 60as -described below, we did not engage in any related party transactions since January 1, 2024 in which the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest, and we have no currently proposed related party transactions.

~~PRINCIPAL~~On ~~STOCKHOLDERS~~September 26, 2024, the OFCompany ~~TURNONGREEN~~entered ~~COMMON~~into ~~STOCK~~an amendment to its Loan and Security Agreement with Hyperscale, an affiliate of the Company. The original Loan and Security Agreement, dated August 15, 2023, provided for a secured, non-revolving credit facility with an aggregate principal amount of up to $2.0 million and an initial maturity date of December 31, 2023.

~~The following~~Pursuant ~~table~~to ~~sets~~the ~~forth~~amendment, ~~certain information regarding beneficial ownership of our Common Stock as of~~ the ~~close~~Company ofand ~~business~~Hyperscale onagreed, ~~the closing~~among ~~date~~other ofthings, ~~the~~to ~~Acquisition~~increase bythe ~~(i)~~aggregate ~~each~~credit ~~person~~limit ~~who~~from is$2.0 ~~known~~million ~~by the Company~~ to ~~own~~$8.0 ~~beneficially~~million, ~~more~~extend ~~than~~the 5%maturity ofdate ~~any~~to ~~classes~~December of31, ~~outstanding~~2026, ~~Common~~and ~~Stock,~~provide ~~(ii)~~that ~~each~~loans ~~director~~made ofin ~~the~~excess ~~Company, (iii) each~~ of the ~~Named~~original ~~Executive~~credit ~~Officers~~limit ~~and~~would ~~(iv)~~also ~~all~~constitute ~~directors~~advances ~~and~~under ~~executive~~the ~~officers~~credit facility. Advances ofunder the ~~Company~~credit asfacility aare ~~group~~payable ~~based~~ upon ~~172,694,837~~demand ~~shares~~by ~~outstanding~~Hyperscale.

Name and Address of Beneficial Owners of Common Stock (1)	Number of shares beneficially owned		% of Common Stock
Amos Kohn		-		- - -
Marcus Charuvastra		-		- - -
David J. Katzoff		-		- - -
Douglas Gintz
Directors and Officers (Four persons)		-		- - -
BitNile Holdings, Inc. (2)		329,649,624		91.1	%

~~(1) Unless otherwise~~Allocation ~~indicated, the business address~~ of ~~each~~General ofCorporate ~~the individuals is c/o TurnOnGreen, Inc., 1421 McCarthy Blvd., Milpitas, California 95035.~~Expenses

~~(2) (2) Represents~~Hyperscale ~~(i)~~provides ~~129~~human resources,~~363,756~~ ~~shares~~accounting ~~held~~and byother ~~BitNile,~~services ~~Inc.,~~to ~~(ii)~~the 11Company,~~006,643~~ ~~shares~~which ~~held~~are byincluded ~~Ault~~as ~~Lending,~~allocations ~~and~~of ~~(iii)~~these ~~189,279,225~~expenses. ~~shares~~The ~~underlying~~allocation method calculates ~~the~~an ~~Series~~appropriate Ashare ~~Preferred~~of ~~Stock~~overhead costs by using Company revenue as a percentage of total revenue. ~~BitNile~~This ~~may~~method beis ~~deemed~~reasonable toand ~~beneficially~~consistently applied. ~~own~~Costs incurred in connection with the ~~shares~~allocation ~~beneficially~~of ~~owned~~these bycosts ~~BitNile~~are reflected in selling, ~~Inc.~~general and ~~Ault~~administrative ~~Lending~~of $146,000 asfor ~~BitNile~~the nine months ended September 30, ~~Inc.~~2025 and ~~Ault~~$401,000 ~~Lending~~and ~~are~~$642,000 ~~wholly~~for ~~owned~~the ~~subsidiaries~~fiscal ofyears ~~BitNile.~~end ~~Milton~~December ~~C. Ault~~31, ~~III~~2024, ~~the~~and ~~Executive~~2023, ~~Chairman~~respectively. As of ~~BitNile~~December 31, ~~exercises voting~~2024, and ~~dispositive~~2023, ~~power~~$401,000 ~~over~~and ~~the~~$488,000, ~~shares~~respectively, ~~owned~~were byrecorded ~~BitNile.~~in ~~The~~Hyperscale ~~business~~advance ~~address~~payable. As of ~~each~~December of31, 2023, ~~these~~$153,000 ~~entities~~was ~~and~~recorded ~~individuals~~as isContribution ~~11411 Southern~~from ~~Highlands~~Parent ~~Parkway,~~in ~~Suite~~the ~~240,~~statement ~~Las~~of ~~Vegas,~~changes ~~Nevada~~in ~~89141~~shareholders’ deficit.

~~DESCRIPTION~~Total OFContributions ~~TURNONGREEN~~from Parent ~~CAPITAL~~were ~~STOCK~~$0 and $730,000 for the periods ended December 31, 2024, and 2023, respectively.

~~Our authorized~~Related ~~capital~~Party ~~stock~~Sales ~~consists of 750,000,000 shares of common stock, par value $0.001 per share,~~ and 50,000,000 shares of preferred stock, par value of $0.001 per share. We have designated 25,000 shares of preferred stock as series A convertible redeemable preferred stock (the “Series A Preferred Stock”). As of October 12, 2022, there were 172,694,837 shares of common stock and 25,000 shares of Series A Preferred Stock outstanding. Receivables

The Company recognized $0 revenue during the nine months ended September 30, 2025 and $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 September 30, 2025, December 31, 2024, and 2023, the Company had related party receivables of $0, $17,000 and $0, respectively.

Related Party Notes and Advances Payable

Related party notes and advances payable were used for working capital purposes and on September 30, 2025, and December 31, 2024, were comprised of the following:

	Interest rate		Due date		Credit Limit		September 30, 2025		December 31, 2024
Hyperscale advance payable		10%		-	$	8,000,000	$	7,104,000	$	5,118,000
Chief Executive Officer		14%		Default				26,000		46,000
Chief Executive Officer		22%						25,000
Non-officer advance payable		-		-				26,000		21,000
Total related party notes and advances payable							$	7,181,000	$	5,185,000

On September 26, 2024, The Company entered into an Amendment to the Loan and Security Agreement (the “Amendment”) with Hyperscale dated August 15, 2023 (the “Credit Agreement”). The Credit Agreement provided for a secured, non-revolving credit facility with an aggregate principal amount of up to $2,000,000 (the “Credit Limit”) through December 31, 2023 (the “Credit Termination Date”). All loans under the Credit Agreement (collectively, the “Advances”) were payable within five business days of a request by Hyperscale, and Hyperscale was not obligated to provide any further Advances after the Credit Termination Date.

Pursuant to the Amendment, the Company and Hyperscale have agreed to, among other things, amend the Credit Agreement to increase the Credit Limit to $8,000,000, extend the Credit Termination Date to December 31, 2026, and provide for additional loans made in excess of the initial Credit Limit to become Advances.

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 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.

Convertible Note Financing

On October 29, 2025, we entered into the Securities Purchase Agreement with SJC, pursuant to which SJC agreed to purchase up to an aggregate principal amount of $1,650,000 in Convertible Notes for a total purchase price of $1,500,000.

The Securities Purchase Agreement provides that the purchase of the Convertible Notes will occur in seven separate tranche closings, although SJC may, in its sole discretion, purchase any principal face amount of Convertible Notes prior to the scheduled tranche dates. The initial tranche closing, which occurred on October 29, 2025, consisted of the issuance of a Convertible Note in the principal amount of $440,000 for a purchase price of $400,000.

Pursuant to the Securities Purchase Agreement, SJC is required to purchase the second tranche of Convertible Notes in the principal amount of $220,000 for a purchase price of $200,000 on the day following the filing of this registration statement with the SEC, which registers for resale the Conversion Shares under the Securities Act. Following the SEC’s declaration of effectiveness of this registration statement, and subject to satisfaction of certain closing conditions, SJC will purchase additional Convertible Notes having an aggregate principal amount of $990,000 for a total purchase price of $900,000, to be funded in monthly increments consistent with the tranche schedule set forth in the Securities Purchase Agreement.

The Convertible Notes accrue interest at 12% per annum, increasing to 20% per annum on amounts in excess of $300,000 upon the occurrence of an event of default (as defined in the Convertible Notes). The Convertible Notes mature on the first anniversary of their respective issuance dates. The Convertible Notes are convertible into shares of our common stock at a conversion price equal to the greater of (i) $0.035 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations, or other similar transactions, and (ii) an amount representing a 20% discount to the lowest VWAP (as defined in the Convertible Notes) of our common stock on any trading day during the 10 trading days immediately preceding the conversion date.

DESCRIPTION OF CAPITAL STOCK

The description of certain terms of our Common Stock in this prospectus does not purport to be complete and is in all respects subject to, and qualified in its entirety by references to, the relevant provisions of our articles of incorporation and our bylaws, in certain cases as amended, establishing the terms of our Common Stock, our description of capital stock and Nevada corporate law. Copies of the foregoing documents are available from us upon request and accessible at www.sec.gov.

General

We are authorized to issue 2,000,000,000 shares of Common Stock.

We have designated 25,000 shares of preferred stock as series A convertible redeemable preferred stock (the “Series A Preferred Stock”).

As of the date of this prospectus, there were 183,983,122 shares of our Common Stock issued and outstanding and 25,000 shares of Series A Preferred Stock outstanding. The outstanding shares of our Common Stock are validly issued, fully paid and nonassessable.

A description of the material terms and provisions of our articles of incorporation affecting the rights of holders of our capital stock is set forth below. The description is intended as a summary only.

TurnOnGreen Common Stock

~~The~~Holders ~~holders~~ of our ~~common~~shares of Common ~~stock~~Stock ~~have~~are ~~equal~~entitled ~~ratable~~to ~~rights~~one vote for each share on all matters submitted to ~~dividends~~a ~~from~~stockholder ~~funds~~vote. ~~legally~~Holders ~~available~~of ~~therefor,~~our ~~when~~Common Stock do not have cumulative voting rights. Therefore, asholders ~~and~~of ifa ~~declared~~majority byof the shares of our ~~board~~Common Stock voting for the election of directors. can elect all of the directors. Holders of ~~common~~our Common Stock ~~are~~representing ~~also~~a majority of the voting power of our capital stock issued, outstanding and entitled to ~~share~~vote, ~~ratably~~represented in ~~all~~person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of our ~~assets~~outstanding ~~available~~shares ~~for~~is ~~distribution~~required to ~~holders~~effectuate ofcertain ~~common~~fundamental ~~stock upon~~corporate changes such as liquidation, merger ~~dissolution~~ or ~~winding~~an upamendment ofto our ~~affairs~~articles of incorporation.

~~The~~Holders ~~holders~~ of ~~shares~~our ofCommon ~~our~~Stock ~~common~~are ~~stock~~entitled doto ~~not~~share ~~have~~in ~~cumulative~~all ~~voting~~dividends ~~rights, which means~~ that ~~the~~our ~~holders~~Board, ofin ~~more~~its ~~than~~discretion, ~~50%~~declares offrom ~~such~~legally ~~outstanding~~available ~~shares,~~funds. ~~voting~~In ~~for~~ the ~~election~~event of ~~directors~~a liquidation, dissolution ~~can~~or ~~elect~~winding ~~all~~up, ofeach ~~the~~outstanding ~~directors~~share toentitles beits ~~elected,~~holder ifto ~~they~~participate sopro ~~choose,~~rata ~~and~~ in ~~such~~all ~~event,~~assets ~~the~~that ~~holders~~remain ofafter ~~the remaining~~payment ~~shares~~of ~~will~~liabilities ~~not~~and beafter ~~able~~providing tofor ~~elect~~each ~~any~~class of ~~our directors. The holders of 50% of the outstanding common~~ stock, ~~constitute~~if ~~a quorum at~~ any ~~meeting of shareholders~~, ~~and~~having ~~the~~preference ~~vote~~over byour ~~the~~Common ~~holders~~Stock. ofOur aCommon ~~majority~~Stock ofhas ~~the~~no ~~outstanding~~preemptive, subscription ~~shares~~ or aconversion ~~majority~~rights ofand ~~the~~there ~~shareholders~~are atno aredemption ~~meeting~~provisions ~~at which~~applicable ~~quorum exists are required~~ to ~~effect certain fundamental corporate changes, such as liquidation, merger or amendment of~~ our ~~articles of~~Common ~~incorporation~~Stock.

~~Except~~We ashave ~~otherwise~~not ~~required by~~paid ~~law~~any ordividends and asdo ~~may~~not beexpect ~~provided~~to bypay ~~the~~cash ~~resolutions~~dividends ofon the ~~Board~~Common ofStock ~~Directors authorizing the issuance of common stock, all rights to vote and all voting power shall be vested~~ in the ~~holders~~foreseeable ~~of common stock~~future. ~~Each share of common stock shall entitle the holder thereof to one vote.~~

Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, cumulative voting by any shareholder is expressly denied.

- 61 -

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.

TurnOnGreen Preferred Stock

Our preferred stock may be issued in one or more classes or series by the ~~board of directors~~Board, who has the authority to designate the rights, preferences and other aspects of each class or series of preferred stock, without further vote or action by the stockholders. If shares of preferred stock with voting rights are issued, such issuance could affect the voting rights of the holders of our ~~common~~Common ~~stock~~ Stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights. If the Board of ~~Directors~~ authorized the issuance of shares of preferred stock with conversion rights, the number of shares of ~~common~~Common ~~stock~~Stock outstanding could potentially be increased by up to the authorized amount. Issuance of preferred stock could, under certain circumstances, have the effect of delaying or preventing a change in control of our company and may adversely affect the rights of the holders of our ~~common~~Common ~~stock~~Stock. Also, preferred stock could have preferences over our ~~common~~Common ~~stock~~Stock (and other series of preferred stock) with respect to dividend and liquidation rights. ~~We currently have no plans to issue any preferred stock.~~

~~TurnOnGreen Series A Preferred Stock~~64

~~There~~TurnOnGreen ~~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.~~Warrants

InWe have issued warrants (the “Warrants”) to purchase an aggregate of approximately 140,000,000 shares of our Common Stock in three separate distributions (the ~~event~~“Hyperscale ~~that~~Distributions”) to the ~~Company~~stockholders isof ~~liquidated~~Hyperscale Data, ~~dissolved~~Inc. or(“HSD”) ~~wound~~without upany consideration from the recipients, ~~then~~in ~~before~~connection ~~any~~with HSD’s spin-off of our securities. The first distribution oroccurred ~~payment~~on isJuly 10, ~~made~~pursuant to which HSD distributed an aggregate of approximately 58.6 million Warrants on the ~~holders~~basis of ~~any~~40 TurnOnGreen securities for each share of HSD Common Stock orheld. ~~any~~The ~~other~~second ~~class~~distribution oroccurred ~~series~~on ofJuly ~~junior~~24, ~~stock~~2023, pursuant to which HSD distributed an additional 56.4 million Warrants on the ~~holders~~basis of ~~Series~~15 ATurnOnGreen ~~Preferred~~securities for each share of HSD Common Stock ~~are~~held. ~~entitled~~The tofinal ~~receive~~distribution ~~liquidating~~occurred ~~distributions~~on inApril an29, ~~amount~~2024, ~~equal~~pursuant to which HSD distributed approximately 25.0 million Warrants on the ~~stated~~basis ~~value~~of approximately 6.6 TurnOnGreen securities for each share of ~~Series~~HSD ACommon ~~Preferred~~ Stock held. byThe ~~such~~Warrants ~~holders~~were issued in registered form under a warrant agency agreement between us and Computershare Trust Company, N.A., as warrant agent.

~~Dividends on~~Each Warrant entitles the holder ~~Series~~to Apurchase ~~Preferred~~one share of our Common Stock ~~accrue~~at ~~daily~~an ~~and~~exercise beprice ~~cumulative~~equal ~~from,~~to ~~and~~125% ~~including,~~of the ~~date~~volume-weighted average price (VWAP) of ~~original~~our Common ~~issue~~Stock ~~and~~during ~~shall~~the beten ~~payable~~trading ~~quarterly~~days preceding the initial exercise date, subject to adjustment as described in the Warrants. The onWarrants became exercisable immediately following the ~~last~~distribution ~~day~~and ofwill ~~each~~expire ~~calendar~~on ~~quarter~~the ~~out~~fifth anniversary of ~~funds~~the ~~legally~~distribution ~~available~~date. Notwithstanding ~~therefor,~~any atadjustment to the ~~rate~~exercise ofprice, ~~ten~~the ~~percent~~exercise ~~(10%)~~price ~~per~~may ~~annum~~not ~~based~~be ~~on a~~reduced ~~360~~below ~~day~~$0.10 ~~calendar~~per ~~year~~share.

~~Each holder~~The ~~shall~~Warrants beare ~~entitled~~exercisable, in towhole ~~vote~~or onin ~~an “as converted” basis with holders of outstanding shares of our common stock~~part, ~~voting together~~by asdelivering a ~~single~~duly ~~class,~~executed ~~with~~exercise ~~respect~~notice ~~to any~~ and ~~all~~payment ~~matters~~in ~~presented~~full toof the ~~stockholders~~aggregate ~~for~~exercise ~~their~~price ~~action~~to orthe ~~consideration~~warrant agent. ~~For~~No ~~so long~~fractional ~~as the holder shall continue to hold any~~ shares ofwill ~~Series~~be ~~A Preferred Stock~~ issued toupon itexercise; onholders ~~the~~otherwise ~~date of the Acquisition, the holder shall be~~ entitled to ~~elect~~receive afractional ~~number~~shares ofwill ~~directors~~receive tocash ~~the Board of Directors equal to a percentage determined by the number of Series A~~in ~~Preferred~~lieu ~~Stock~~thereof. ~~beneficially~~The ~~owned~~Warrants byare ~~the holders~~transferable, ~~determined~~subject onto anapplicable ~~“as converted” basis~~law, ~~divided~~but byare ~~the~~not ~~sum~~listed offor ~~the~~trading ~~number of shares of Common Stock outstanding plus the number of Series A Preferred Stock outstanding~~ on anany ~~“as~~securities ~~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 of directors~~exchange.

~~Each share~~Under ofcertain ~~Series~~circumstances, we Amay ~~Preferred~~call ~~Stock~~the ~~may~~Warrants befor ~~convertible~~cancellation at ~~the~~a ~~holder’s~~nominal ~~option~~price ~~into~~if, ~~shares~~for ofa ~~Common~~20-trading-day ~~Stock~~measurement ofperiod, the ~~Company~~VWAP ~~where~~of ~~the conversion~~our ~~price~~Common ~~shall~~Stock exceeds be300% of the ~~stated~~exercise ~~value~~price ofand ~~each~~daily ~~share~~trading ofvolume ~~Series~~exceeds A$1.0 ~~Preferred~~million ~~Stock~~per ~~divided~~day. byThe ~~eighty~~Warrants ~~percent~~are ~~(80%)~~also ofsubject ~~the~~to ~~volume weighed~~beneficial ~~average~~ownership ~~price~~limitations ~~(“VWAP”)~~that ofrestrict ~~our~~any ~~common~~holder ~~stock~~(together ~~over~~with ~~the~~its ~~ten (10~~affiliates) ~~days~~from ~~immediately~~exercising ~~preceding~~Warrants to the ~~date~~extent ofsuch ~~conversion.~~exercise ~~The conversion~~would ~~price~~cause ~~will~~the beholder ~~subject~~ to ~~standard~~beneficially ~~anti-dilution~~own ~~provisions~~more inthan ~~connection~~the ~~with~~specified ~~any~~percentage ~~stock split, stock dividend, subdivision or similar reclassification~~ of ~~the~~our outstanding Common Stock ~~as well as carry full ratchet protection~~.

~~Upon the~~Except ~~one-year~~as ~~anniversary~~provided ofin the ~~Acquisition~~ Warrants, ~~the~~holders ~~shares~~do ofnot ~~Series~~have Aany ~~Preferred~~rights ~~Stock~~as ~~shall~~stockholders, beincluding ~~subject~~voting torights ~~redemption~~or ~~in cash at~~ the ~~option of~~right ~~the~~to ~~holder~~receive individends, anuntil ~~amount per share equal to~~ the ~~stated~~Warrants are ~~value~~exercised ~~plus~~for ~~all~~shares ~~accrued~~of ~~and~~Common ~~unpaid dividends thereon~~Stock.

Options and Warrants

None.

Anti-Takeover Law, Charter Provisions, Limitations of Liability and Indemnification

Chapter 78 of the Nevada Revised Statutes (the “NRS”), our articles of incorporation and our bylaws contain provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of the company. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

Nevada Law

NRS 78.378 through 78.3793, commonly referred to as the “Control Share Act,” contains provisions governing the acquisition of a “controlling interest” in certain corporations. The Control Share Act generally provides that any person or entity who, individually or in association with others, acquires 20% or more of the outstanding voting shares of an “issuing corporation” (as defined in the NRS) may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The Control Share Act provides that a person or entity, individually or in association with others, acquires a "“controlling interest"” whenever it acquires, direct or indirect, ownership of outstanding voting shares of an issuing corporation in an amount that would be sufficient, but for the provisions of the Control Share Act, to enable the acquirer, individually or in association with others, to directly or indirectly exercise voting power in the election of directors within any of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%.

-The 62stockholders -or Board of a corporation may elect to exempt the stock of the corporation from the provisions of the Control Share Act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our Common Stock from the Control Share Act.

The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the Control Share Act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the Control Share Act.65

The Control Share Act is only applicable to acquisitions of a controlling interest in an "“issuing corporation"” which is defined in the NRS as a Nevada corporation which (i) has 200 or more stockholders, at least 100 of whom have had an address in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding the date in question, and (ii) does business in Nevada directly or through an affiliated corporation.

At this time, we do not believe we have 100 stockholders of record who have an address in Nevada and we do not conduct business in Nevada directly or through an affiliated corporation. Therefore, we do not believe that the provisions of the Control Share Act currently apply to acquisitions of our shares. At such time as they may apply, the provisions of the Control Share Act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders.

NRS 78.411 through 78.444, commonly referred to as the “Business Combination Act,” may also have an effect of delaying or making it more difficult to effect a change in control of our company and certain other business combinations and transactions. The Business Combination Act generally prohibits a resident domestic Nevada corporation (in general, a Nevada corporation with 200 or more stockholders of record) from entering into certain business "“combinations"” with an "“interested stockholder"” or the interested stockholder's affiliates or associates during the two-year period after the stockholder first became an interested stockholder, unless certain requirements and conditions are met. The Business Combination Act defines "“combination"” to include, among other things, any merger or consolidation with an "“interested stockholder"” or any entity that is or will become an affiliate or associate of the interested stockholders, or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an " “interested stockholder" ” or any affiliate or associate of the interested stockholder, of assets having (i) an aggregate market value equal to more than 5% of the aggregate market value of the assets of the corporation, (ii) an aggregate market value equal to more than 5% of the aggregate market value of all outstanding voting shares of the corporation, or (iii) representing more than 10% of the earning power or net income of the corporation.

For purposes of the Business Combination Act, an "“interested stockholder"” means any person or entity who is: (i) the beneficial owner, directly or indirectly, of 10% or more of the outstanding voting shares of a resident domestic corporation, or (ii) an affiliate or associate of the resident domestic corporation and at any time within two years immediately before the date in question was the beneficial owner, directly or indirectly, of 10% or more of the then outstanding voting shares of the resident domestic corporation. A corporation that is subject to the Business Combination Act may not engage in any "“combination"” with an interested stockholder for two years after the interested stockholder acquires its shares unless the combination or purchase meets the requirements, if any, in the corporation’s articles of incorporation, and is approved by the ~~board~~Board ~~of directors~~ before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the two-year period, the business combination may be consummated with the approval of the ~~board~~Board ~~of directors~~ or a majority of the voting power held by disinterested stockholders, or if the combination satisfies specific fair value requirements as further set forth in the Business Combination Act.

Articles of Incorporation and Bylaws

Nevada corporate law provides that a corporation’s stockholders are not entitled to the right to cumulate votes in the election of directors unless the corporation’s articles of incorporation provide otherwise. Our articles of incorporation do not provide for cumulative voting in the election of directors. Accordingly, the holders of a majority of our outstanding shares of ~~common~~Common ~~stock~~Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. The absence of cumulative voting rights makes it more difficult for stockholders to replace our ~~board~~Board ~~of directors~~ or for a third party to obtain control of our company by replacing our ~~board of directors~~Board. Other than as described above, our articles of incorporation and bylaws do not contain any explicit provisions that would have an effect of delaying, deferring or preventing a change in control of our company.

Limited Liability and Indemnification

Our articles of incorporation provide that, to the fullest extent permitted by the Nevada Revised Statutes, individual liability of directors and officers is eliminated. Our articles of incorporation also provide that our directors and officers and certain other persons shall be indemnified and held harmless, to the fullest extent permitted by the Nevada Revised Statutes, against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by them in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they, or a person of whom they are the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise. We have also agreed to indemnify each of our directors and officers against certain liabilities, including liabilities under the Securities Act.

- 63 -

Neither our articles of incorporation nor by-laws prevent us from indemnifying our officers, directors and agents to the extent permitted under the NRS. NRS Section 78.7502 generally provides that a corporation may indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by them in connection with any defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding as set forth in NRS Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that they are or were a director, officer, employee or agent of the corporation, or are or were serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceeding if they: (a) are not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that they are or were a director, officer, employee or agent of the corporation, or are or were serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by them in connection with the defense or settlement of the action or suit if they: (a) are not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise specifically provided by statute or agreement, no person other than a corporation is individually liable for a debt or liability of the corporation, unless the person acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a person acts as the alter ego of a corporation.

Disclosure of the SEC’s Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the shares of ~~common~~Common ~~stock~~Stock being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Provisions of Our Charter that May Have an Anti-Takeover Effect

Other than our authorized but unissued “blank check” preferred stock available for future issuance without stockholder approval, our articles of incorporation do not contain any provisions that may be deemed to have an anti-takeover effect or may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

-While certain 64provisions of Nevada law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in the policies formulated by the board, and to discourage certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our Common Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

~~While~~Transfer certain provisions of Nevada law may have an anti-takeover effect, these provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board of Directors and in the policies formulated by the board, and to discourage certain types of transactions that may involve an actual or threatened change of control. In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.Agent

The Transfer Agent and Registrar for our Common Stock ~~Trading~~is Computershare, 8742 Lucent Blvd., Suite 225, Highlands Ranch, CO 80129.

~~TurnOnGreen~~Trading ~~common~~Symbol ~~stock~~and ~~is quoted on the Pink Open~~ Market, operated by OTC Market Group Inc., under the symbol IMHC. Application has been submitted to have the shares of TurnOnGreen common stock to be received in the Distribution listed for quotation on the OTCQB Market.

~~Transfer~~Our ~~Agent~~Common Stock is quoted on the OTCID market under the symbol “TOGI”. The quotations reported on the OTCID Market reflect inter-dealer prices without retail markup, markdown or commissions, and ~~Registrar~~may not necessarily represent actual transactions.

~~The~~Penny ~~transfer agent and registrar for our shares of common stock and warrants is Signature~~ Stock ~~Transfer, Inc., Addison, Texas.~~Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers 65who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

SELLING STOCKHOLDER

This prospectus relates to the offer and sale by the Selling Stockholder of up to 47,142,858 shares (such amount includes the conversion of the principal amount of the Conversion Notes) of Common Stock that may be issued by us to the Selling Stockholder upon conversion of the Convertible Notes (based upon the Floor Price of $0.035 per share). For additional information regarding the shares of our Common Stock included in this prospectus, see the section titled “Description of the Convertible Note Financing” above. We are registering the Conversion Shares included in this prospectus in order to permit the Selling Stockholder to offer the shares included in this prospectus for resale from time to time. Except for the transactions contemplated by the Convertible Notes set forth in this section below, the Selling Stockholder has not had any material relationship with us within the past three years.

The table below presents information regarding the Selling Stockholder and the shares of our Common Stock that may be resold by the Selling Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder, and reflects holdings as of December 16, 2025. The number of shares in the column “Shares of Common Stock to be Sold in this Offering” represents all of the shares of Common Stock being offered for resale by the Selling Stockholder under this prospectus. The Selling Stockholder may sell some, all or none of the shares being offered for resale in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them. Except as set forth in the section titled “Plan of Distribution” in this prospectus, we are not aware of any existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of Common Stock being offered for resale by this prospectus.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act and includes shares of our Common Stock with respect to which the Selling Stockholder has sole or shared voting and investment power. The percentage of shares of Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 183,983,122 shares of Common Stock outstanding on December 16, 2025. The fourth column assumes the resale by the Selling Stockholder of all of the shares of Common Stock being offered for resale pursuant to this prospectus.

	Shares of Common Stock Beneficially Owned Prior to Offering⁽¹⁾					Shares of Common Stock to be Sold in this		Shares of Common Stock Beneficially Owned After Offering⁽³⁾
Name of Selling Stockholder	Number		Percentage			Offering⁽²⁾		Number		Percentage
SJC Lending LLC		15,847,507		8.6	%		47,142,858		15,847,507		6.9	%

___________________

(1)

Represents 15,847,507 shares of common stock held by the Selling Stockholder. Steven J. Caspi, the sole member of the Selling Stockholder, has shared voting and investment power over the shares held by the Selling Stockholder. The number of shares reported in this column does not include up to 47,142,858 shares of common stock issuable upon the conversion of the Convertible Notes issued to the Selling Stockholder. The business address of SJC Lending LLC is 120 Bloomingdale Road, Suite 105, White Plains, New York 10605.

(2)

Represents the maximum number of shares of Common Stock issuable upon the conversion of the Conversion Notes, based upon the Floor Price.

(3)

Assumes that the Selling Stockholder has sold all of the Conversion Shares, which may or may not occur.

PLAN OF DISTRIBUTION

This prospectus relates to the sale by the Selling Stockholder of up to 47,142,858 shares (such amount includes the conversion of the principal amount of the Conversion Notes) of our Common Stock. All of the shares being offered are issuable upon conversion of the Convertible Notes. The Selling Stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

a combination of any such methods of sale; or

any other method permitted pursuant to applicable law.

The Selling Stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions it assumes. The Selling Stockholder may also sell shares of the Common Stock short and deliver these securities to close out its short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into options or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholder and any broker-dealers or agents that are involved in selling the shares are “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under Section 2(11) of the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock.

We will pay all the expenses, estimated to be approximately $50,000, in connection with this offering, other than underwriting commissions and discounts of the Selling Stockholder. We have agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because the Selling Stockholder is an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholder.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholder without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market-making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed it of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

DESCRIPTION OF THE CONVERTIBLE NOTE FINANCING

Pursuant to the Securities Purchase Agreement, subject to certain conditions being satisfied, such as this registration statement registering the resale of the Conversion Shares under the Securities Act being filed with the SEC, SJC will be required to purchase the second tranche of Convertible Notes in the principal amount of $220,000, for a purchase price of $200,000 one month after the initial tranche closing. Following the SEC’s declaration of effectiveness of this registration statement, and subject to satisfaction of certain closing conditions, SJC will purchase additional Convertible Notes having an aggregate principal amount of $990,000 for a total purchase price of $900,000, to be funded in monthly increments consistent with the tranche schedule set forth in the Securities Purchase Agreement.

The Convertible Notes accrue interest at 12% per annum, increasing to 20% per annum on amounts in excess of $300,000 upon the occurrence of an event of default (as defined in the Convertible Notes). The Convertible Notes mature on the first anniversary of their respective issuance dates. The Convertible Notes are convertible into shares of our common stock at a conversion price equal to the greater of (i) the Floor Price of $0.035 per share, which shall not be adjusted for stock dividends, stock splits, stock combinations, or other similar transactions, and (ii) an amount representing a 20% discount to the Company’s lowest VWAP (as defined in the Convertible Notes) of our Common Stock on any trading day during the ten (10) trading days immediately preceding the conversion date.

The Securities Purchase Agreement and Convertible Notes contain customary affirmative and negative covenants applicable to the Company and its subsidiaries. For so long as any Convertible Notes remain outstanding, we and our subsidiaries are restricted from incurring additional indebtedness or granting liens (other than permitted indebtedness and liens), declaring or paying dividends, entering into mergers, acquisitions, or change-of-control transactions, selling or transferring material assets outside the ordinary course of business, issuing additional equity or convertible securities except as expressly permitted, or amending our charter, bylaws, or other governing documents in a manner adverse to SJC. Additionally, commencing on October 29, 2025, and continuing until the earlier of (i) such time as all Convertible Notes have been repaid or fully converted or (ii) one year thereafter, we are prohibited from entering into any variable-rate transactions, and SJC has a right of first refusal with respect to any proposed public or private equity offering, including any debt instrument convertible into equity, during such period.

In connection with the Loan, we and our subsidiaries granted SJC a continuing security interest in substantially all of our assets, including intellectual property, as collateral for repayment of the Convertible Notes. Specifically, under an Intellectual Property Security Agreement, we and our subsidiaries, Digital Power Corporation and TOG Technologies, Inc., granted SJC a security interest in our trademarks, copyrights, patents, and mask works; under a Security Agreement, we and our subsidiaries granted SJC a security interest in substantially all other assets; and under a Pledge Agreement, we pledged the capital stock of our subsidiaries as additional collateral.

The Convertible Notes include customary events of default, including non-payment, failure to deliver Conversion Shares, breaches of covenants, and bankruptcy or insolvency events, upon which interest may increase to 20% per annum and SJC may exercise all rights and remedies available to a secured creditor. The Conversion Shares being registered pursuant to this registration statement are intended to satisfy our contractual obligations under the Securities Purchase Agreement requiring registration of the shares issuable upon conversion of the Convertible Notes.

LEGAL MATTERS

~~The~~Olshan ~~validity~~Frome ofWolosky ~~the TurnOnGreen~~LLP, ~~common~~New ~~stock~~York, ~~and~~New ~~warrants~~York, ~~to be received in the Distribution~~ will bepass ~~passed~~ upon ~~for~~the ~~TurnOnGreen~~validity byof ~~Olshan~~the ~~Frome~~Common ~~Wolosky~~Stock ~~LLP,~~offered ~~New~~hereby ~~York, New~~as ~~York~~our counsel.

EXPERTS

The consolidated ~~financial statements~~balance sheets of ~~Imperalis~~TurnOnGreen, ~~Holding Corp~~Inc. as of December 31, ~~2021~~2024 and ~~2020~~2023, and ~~for~~the ~~each~~related ofconsolidated ~~the~~statements ~~two~~of ~~years~~operations, changes in ~~the~~stockholders’ ~~period~~equity, ~~ended~~and ~~December~~cash ~~31,~~flows for the ~~2021~~years then ended, included in ~~this~~our ~~prospectus~~annual ~~and~~report inon ~~this~~Form ~~registration~~10-K ~~statement~~for ~~have~~fiscal ~~been~~year ~~audited~~ended byDecember ~~Pinnacle~~31, ~~Accountancy~~2024, ~~Group~~and ofrelated ~~Utah~~notes, (ahave ~~dba~~been ofaudited ~~Heaton~~by &Marcum ~~Company~~LLP, ~~PLLC),~~ an independent registered public accounting firm, as ~~stated~~set forth in their report thereon,. ~~and~~Such consolidated financial statements have been included in this prospectus and elsewhere in the registration statement have been incorporated by reference in reliance upon the ~~such~~reports ~~report~~pertaining ~~and~~to ~~upon~~such ~~the~~consolidated ~~authority~~financial statements of such ~~firm~~firms given upon their authority as experts in ~~accounting~~auditing and ~~auditing~~accounting.

~~The consolidated financial~~WHERE ~~statements~~YOU ofCAN ~~TurnOnGreen,~~FIND ~~Inc.~~MORE as of December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021 included in this prospectus and in this registration statement have been audited by Marcum LLP, an independent registered public accounting firm, as stated in their report thereon, and included in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.INFORMATION

~~WHERE~~We ~~YOU~~have ~~CAN~~filed ~~FIND~~with ~~ADDITIONAL~~the SEC ~~INFORMATION~~a registration statement on Form S-1 under the Securities Act with respect to our Common Stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to the Company we refer you to the registration statement, including the exhibits filed as a part of the registration statement.

~~This~~Statements ~~prospectus~~contained ~~constitutes a~~in ~~part of a registration statement on Form S-1 filed by us with the SEC under the Securities Act with respect to the securities offered by~~ this prospectus. ~~This~~concerning ~~prospectus does not contain all of~~ the ~~information~~contents ~~included in the registration statement. We have omitted certain parts~~ of ~~the~~any ~~registration~~contract ~~statement,~~or asany ~~allowed~~other bydocument ~~the~~are ~~rules~~not ~~and~~necessarily ~~regulations of the SEC~~complete. ~~You~~If ~~may~~a ~~wish~~contract toor ~~inspect~~document ~~the~~has ~~registration statement~~been ~~and~~filed ~~the~~as ~~exhibits~~an toexhibit ~~that registration statement for further information with respect~~ to ~~us and our common stock and warrants offered by this prospectus. Copies of~~ the registration statement, ~~and~~please ~~the~~see ~~exhibits to such registration statement are on file at~~ the ~~offices~~copy of the ~~SEC~~ ~~and~~contract ~~may be obtained upon payment of the prescribed fee~~ or ~~may~~document bethat ~~examined~~has ~~without~~been ~~charge~~filed. atEach ~~the public reference facilities of the~~statement ~~SEC~~is ~~described below. Statements contained or incorporated by reference in~~ this prospectus ~~concerning~~relating ~~the~~to ~~provisions~~a ofcontract ~~certain~~or ~~documents are~~document ~~necessarily~~filed ~~summaries~~as ofan ~~the~~exhibit ~~material provisions of such documents, and each statement~~ is qualified in ~~its~~all ~~entirety~~respects by ~~reference to~~ the ~~copy of the applicable document~~ filed ~~with the SEC~~exhibit.

We ~~file~~are ~~annual~~subject ~~reports,~~to ~~quarterly~~the informational ~~and~~requirements ~~current~~of the Exchange Act. In accordance with the Exchange Act, we file periodic reports, proxy and information statements and other information with the SEC. ~~The~~Our ~~public~~filings ~~may~~with ~~read~~the ~~and~~SEC ~~copy~~are ~~any~~available ~~materials~~to ~~that~~the wepublic ~~file~~over ~~with~~ the ~~SEC~~Internet at the SEC’s ~~Public~~website ~~Reference Room~~ at ~~100 F Street, N~~ www.Esec.~~, Washington, DC 20549~~gov. You may ~~obtain~~also ~~information~~find ondocuments ~~the~~we ~~operation of~~filed ~~the~~on ~~Public~~our ~~Reference~~website ~~Room by calling the SEC~~ at ~~1-800-SEC-0330~~www.turnongreen.com. ~~The~~Information ~~SEC~~contained ~~maintains~~in anor ~~Internet~~accessible ~~website that contains reports, proxy~~through ~~and~~our ~~information~~website ~~statements,~~does ~~and~~not ~~other~~constitute ~~information~~a ~~regarding~~part ~~issuers~~of ~~that~~this ~~file electronically with the SEC at www~~prospectus.~~sec.gov.~~

We maintain an Internet website at www.turnongreen.com. All of our reports filed with the SEC (including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements) are accessible through the Investor Relations section of our website, free of charge, as soon as reasonably practicable after electronic filing. The reference to our website in this prospectus is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this prospectus, and you should not consider the contents of our website in making an investment decision with respect to our securities.73

_______________________

- 66 -

INDEX TO FINANCIAL STATEMENTS

IMPERALIS HOLDING CORP.

	Page
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	F-2

Condensed Statements of Operations for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-3

Condensed Statements of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-4

Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-5

Notes to Financial Statements for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	F-6

For the Year Ended December 31, 2021

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Report of Independent Registered Public Accounting Firm - Marcum LLP (PCAOB ID Number 688)	F-11

Balance Sheets as of December 31, 2024 and 2023	F-12

Statements of Operations for the Years Ended December 31, 2024 and 2023	F-13

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-14

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-15

Notes to Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023	F-16

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2021 and 2020	F-3
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2021 and 2020	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-6
Notes to Consolidated Financial Statements	F-7 – F-12

For the Six Months Ended June 30, 2022

Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	F-13
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and June 30, 2021	F-14
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and June 30, 2021	F-15
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021	F-16
Notes to Condensed Consolidated Financial Statements	F-17 – F-20

TURNONGREEN, INC.

For the Year Ended December 31, 2021

Report of Independent Registered Public Accounting Firm	F-21
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-22
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-23
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020	F-24
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-25
Notes to Consolidated Financial Statements	F-26 – F-36

For the Six Months Ended June 30, 2022

Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021	F-37
Consolidated Statements of Operations for the three and six months ended June 30, 2022 and June 30, 2021	F-38
Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and June 30, 2021	F-39 – F-40
Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and June 30, 2021	F-41
Notes to Consolidated Financial Statements	F-42 – F-51

F-1

~~REPORT~~TURNONGREEN, OFINC. ~~INDEPENDENT~~AND ~~REGISTERED~~SUBSIDIARIES ~~PUBLIC ACCOUNTING FIRM~~

ToCONDENSED ~~the~~CONSOLIDATED ~~Board~~BALANCE ~~of Directors and Stockholders~~SHEETS

~~Imperalis Holding Corp.~~(Unaudited)

Opinion on the Financial Statements


	September 30, 2025			December 31, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	67,000		$	27,000
Accounts receivable		951,000			730,000
Inventories		1,091,000			890,000
Prepaid expenses		10,000			107,000
TOTAL CURRENT ASSETS		2,119,000			1,754,000

Property and equipment, net		186,000			154,000
Right-of-use assets		180,000			567,000
Other noncurrent assets		250,000			270,000
TOTAL ASSETS	$	2,735,000		$	2,745,000

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable, accrued expenses and other current liabilities	$	1,504,000		$	1,376,000
Lawsuit liability		1,148,000			1,122,000
Operating lease liability, current		201,000			581,000
Related party notes and advances payable		7,181,000			5,185,000
TOTAL CURRENT LIABILITIES		10,034,000			8,264,000

LONG TERM LIABILITIES
Operating lease liability, non-current		-			50,000
Other long term liabilities		131,000			163,000
TOTAL LIABILITIES		10,165,000			8,477,000

COMMITMENTS AND CONTINGENCIES
REDEEMABLE CONVERTIBLE PREFERRED STOCK
Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of September 30, 2025, and December 31, 2024, respectively		25,000,000			25,000,000

STOCKHOLDERS’DEFICIT:
Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of September 30, 2025, and December 31, 2024: 183,983,122 shares issued and outstanding on September 30, 2025, and 183,949,923 as of December 31, 2024, respectively		184,000			184,000
Additional paid-in capital		16,174,000			16,171,000
Accumulated deficit		(48,788,000	)		(47,087,000	)
TOTAL STOCKHOLDERS’ DEFICIT		(32,430,000	)		(30,732,000	)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	2,735,000		$	2,745,000

WeThe ~~have audited the~~ accompanying ~~consolidated balance~~notes ~~sheets~~are ofan ~~Imperalis~~integral ~~Holding~~part ~~Corp. (the Company) as~~ of ~~December 31, 2021 and 2020, and the related consolidated statements of operations,~~ ~~stockholders’~~these ~~equity~~unaudited ~~(deficit),~~condensed ~~and cash flows for the years then ended, and the related notes (collectively referred to as the~~ consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 audit, 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2020.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

April 7, 2022

F-2

~~IMPERALIS~~TURNONGREEN, ~~HOLDING CORP~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF OPERATIONS

	December 31, 2021			December 31, 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents		15,009		$	29,006
Cash and cash equivalents held in Trust Account		6,769			—
Inventories		—			10,926
TOTAL CURRENT ASSETS		21,778			39,932
NONCURRENT ASSETS
Property and equipment, net		—			2,323
Intangible assets, net		—			7,000
TOTAL ASSETS	$	21,778		$	49,255
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable		4,225			—
Accrued expenses		4,127		$	9,078
Convertible notes payable, net		42,083			78,000
Shareholder loan		—			14,785
TOTAL CURRENT LIABILITIES		50,435			101,863
NONCURRENT LIABILITIES
Convertible notes payable, net		101,529		$	—
TOTAL LIABILITIES		151,964			101,863
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ DEFICIT
Preferred E Stock, par value $0.001 a share; 20,000 shares authorized: 0 shares issued and outstanding		—			—
Common Stock, par value $0.001 a share; 200,000,000 shares authorized: 161,704,695 and 133,702,938 shares issued and outstanding at December 31, 2021 and December 31, 2020		161,703			133,702
Additional paid-in capital		6,034,941			5,932,373
Accumulated deficit		(6,326,830	)		(6,118,683	)
TOTAL STOCKHOLDERS’ DEFICIT		(130,186	)		(52,608	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT		21,778		$	49,255

(Unaudited)

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Revenue	$	1,742,000		$	1,290,000		$	5,026,000		$	3,751,000
Cost of revenue		1,025,000			615,000			2,898,000			1,950,000
Gross profit		717,000			675,000			2,128,000			1,801,000

Operating expenses:
General and administration		823,000			909,000			2,654,000			2,718,000
Selling and marketing		243,000			326,000			737,000			1,019,000
Total operating expenses		1,066,000			1,235,000			3,391,000			3,737,000
Operating loss		(349,000	)		(560,000	)		(1,263,000	)		(1,936,000	)
Other expense:
Interest expense, related party		152,000			100,000			414,000			257,000
Interest expense		8,000			-			22,000			-
Total other expense		160,000			100,000			436,000			257,000
Loss before income taxes		(509,000	)		(660,000	)		(1,699,000	)		(2,193,000	)
Income tax provision		-			-			2,000			-
Net loss		(509,000	)		(660,000	)		(1,701,000	)	$	(2,193,000	)
Preferred dividends		-			-			-			(1,011,000	)
Net loss available to common stockholders	$	(509,000	)	$	(660,000	)	$	(1,701,000	)	$	(3,204,000	)
Net loss per common share basic and diluted:	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares, basic and diluted		183,983,122			183,943,705			183,982,271			183,942,957

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

F-3

~~IMPERALIS~~TURNONGREEN ~~HOLDING CORP~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~OPERATIONS~~CHANGES IN STOCKHOLDERS’ DEFICIT

	For the Year Ended
	December 31, 2021			December 31, 2020
Revenues	$	25		$	29
Cost of goods sold		15			—
Gross profit		10			29
Operating expenses
Rent		4,284			5,712
General and administrative		77,668			6,069
Depreciation		575			—
Asset write-off		19,659			—
Owners compensation		53,860			—
Total operating expenses		156,046			11,781
Loss from continuing operations		(156,036	)		(11,752	)
Other Income (expenses)
Interest income		2			23
Gain on settlement of debt		—			10,000
Amortization of debt discount		(42,083	)		(42,583	)
Interest expense		(10,030	)		(1,966	)
Total other income (expenses), net		(52,111	)		(34,526	)
Loss from continuing operations before income taxes		(208,147	)		(46,278	)
Income tax provision (benefit)		—			—
Net loss from continuing operations	$	(208,147	)	$	(46,278	)
Net loss per share-basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding basic and diluted		161,704,695			133,702,938

(Unaudited)

~~The~~Three ~~accompanying~~Months ~~notes~~Ended ~~are~~September an30, ~~integral part of these consolidated financial statements~~2025


	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, July 1, 2025		183,983,122		184,000		16,174,000		(48,279,000	)		(31,921,000	)
Net loss		-		-		-		(509,000	)		(509,000	)
Balance, September 30, 2025		183,983,122	$	184,000	$	16,174,000	$	(48,788,000	)	$	(32,430,000	)

Three Months Ended September 30, 2024

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, July 1, 2024		183,943,705		184,000		13,504,000		(45,658,000	)		(31,970,000	)
Forgiveness of accrued dividends		-		-		3,678,000		-			3,678,000
Net loss		-		-		-		(660,000	)		(660,000	)
Balance, September 30, 2024		183,943,705	$	184,000	$	17,182,000	$	(46,318,000	)	$	(28,952,000	)

Nine Months Ended September 30, 2025

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, January 1, 2025		183,949,923		184,000		16,171,000		(47,087,000	)		(30,732,000	)
Common Stock issued upon exercise of warrants		33,199		-		3,000					3,000
Net loss		-		-		-		(1,701,000	)		(1,701,000	)
Balance, September 30, 2025		183,983,122	$	184,000	$	16,174,000	$	(48,788,000	)	$	(32,430,000	)

Nine Months Ended September 30, 2024

	Common Stock				Additional					Total
	Shares		Amount		Paid in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, January 1, 2024		183,941,422		184,000		13,504,000		(43,114,000	)		(29,426,000	)
Common Stock issued upon exercise of warrants		2,283		-		-		-			-
Preferred dividends		-		-		-		(1,011,000	)		(1,011,000)
Forgiveness of accrued dividends		-		-		3,678,000		-			3,678,000
Net loss		-		-		-		(2,193,000)			(2,193,000)
Balance, September 30, 2024		183,943,705	$	184,000	$	17,182,000	$	(46,318,000	)	$	(28,952,000	)

F-4

~~IMPERALIS~~TURNONGREEN, ~~HOLDING CORP~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY (DEFICIT)~~FLOWS

	Common Stock
	Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders’ Deficit
Balance at January 1, 2020	133,702,938	$	133,702	$	5,932,373	$	(6,072,405	)	$	(6,330	)
Net loss for year	—		—		—		(46,278	)		(46,278	)
Balance at December 31, 2020	133,702,938	$	133,702	$	5,932,373	$	(6,118,683	)	$	(52,608	)
Common stock issued for conversion of convertible note and accrued interest	9,284,445		9,284		37,138		—			46,422
Beneficial conversion feature	—		—		45,000					45,000
							—
Common Stock issued for services	18,717,312		18,717		10,693		—			29,410
Forgiveness of shareholders loan	—		—		9,737		—			9,737
Net loss for year	—		—		—		(208,147	)		(208,147	)
Balance at December 31, 2021	161,704,695	$	161,703	$	6,034,941	$	(6,326,830	)	$	(130,186	)

(Unaudited)

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


	For the Nine Months ended September 30,
Cash flows from operating activities:	2025			2024
Net (loss)	$	(1,701,000	)	$	(3,204,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		59,000			68,000
Amortization of right-of-use assets		387,000			426,000
Inventory adjustment		90,000			46,000
Changes in operating assets and liabilities
Accounts receivable		(221,000	)		345,000
Prepaid expenses and other assets		117,000			(64,000	)
Inventory		(291,000	)		206,000
Accounts payable		(107,000	)		(362,000	)
Accrued expenses, other current liabilities, and lawsuit liability		261,000			(29,000	)
Dividends payable		-			1,011,000
Operating lease liabilities and other liabilities		(462,000	)		(415,000	)
Net cash used in operating activities		(1,868,000	)		(1,972,000	)

Cash flows from investing activities:
Purchase of property and equipment		(91,000	)		(53,000	)
Cash used in investing activities		(91,000	)		(53,000	)

Cash flows from financing activities:
Proceeds from related party advances		1,996,000			2,037,000
Proceeds from exercise of warrants		3,000			-
Net cash provided by financing activities		1,999,000			2,037,000

Net decrease in cash and cash equivalents		40,000			12,000
Cash at beginning of period		27,000			21,000
Cash at end of period	$	67,000		$	33,000

Supplemental disclosures of cash flow information
Cash paid for income taxes	$	2,000		$	-
Non-cash financing activities
Forgiveness of accrued dividends	$	-		$	3,678,000

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

F-5

~~IMPERALIS~~NOTES ~~HOLDING~~TO ~~CORP.~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~CONSOLIDATED~~SEPTEMBER ~~STATEMENT~~30, ~~OF CASH FLOWS~~2025

	For the Year Ended
	December 31, 2021			December 31, 2020
OPERATING ACTIVITIES
Net loss	$	(208,147	)	$	(46,278	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		575			—
Asset write-off		19,659			—
Amortization of debt discount		42,083			42,583
Common stock issued for services		29,410			—
Gain on settlement of debt		—			(10,000	)
Changes in operating assets and liabilities
Decrease in inventory		15			—
Increase in accrued expenses		3,000			1,966
Increased accounts payable		4,225			—
Net cash used in operating activities		(109,180	)		(11,729	)
INVESTING ACTIVITIES
Purchases of property and equipment		—			(850	)
Net cash used in investing activities		—			(850	)
FINANCING ACTIVITIES
Proceeds from note payable		100,000			—
Proceeds from convertible notes payable		45,000			—
Repayments on convertible notes payable		(38,000	)		—
Repayments on shareholder loan		(5,048	)		(19,215	)
Net cash provided by (used in) financing activities		101,952			(19,215	)
Net decrease in cash		(7,228	)		(31,794	)
Cash at beginning of period		29,006			60,800
Cash at end of period	$	21,778		$	29,006
Supplemental cash flow information
Cash paid for interest	$	7,030		$	—
Cash paid for income taxes	$	—		$	—
Non-cash investing and financing activities
Common Stock issued for conversion of convertible note payable and accrued interest	$	46,422		$	—
Beneficial conversion feature on convertible notes payable	$	45,000		$	—
Common Promissory Note issued for conversion of convertible note payable and accrued interest	$	101,529		$	—
Forgiveness of shareholders loan	$	9,738		$	—
Notes payable paid with shareholder loan	$	—		$	38,000

1. DESCRIPTION OF BUSINESS

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

TurnOnGreen, Inc., a Nevada corporation (“TOG”), through its wholly owned subsidiaries Digital Power Corporation (“Digital Power”) and TOG Technologies Inc. (“TOGT,” and together with Digital Power, the “Company”), is an emerging provider of premium power electronic and electric vehicle (EV) charging solutions. The Company designs, develops, manufactures, and sells highly engineered, feature-rich, high-grade power conversion systems and power solutions for mission-critical, life-sustaining, and lifesaving applications across a variety of sectors, particularly those operating in demanding and harsh environments.

The Company serves a broad range of markets, including defense and aerospace, medical and healthcare, industrial applications, telecommunications, e-Mobility, and OEM solutions. Our products are highly adaptive, featuring customized firmware meticulously configured to meet the specific requirements and challenges of our customers’ applications. In addition, we provide comprehensive EV charging infrastructure and subscription-based network management services for residential, fleet, hospitality, workplace, healthcare, municipal, and educational environments including universities and schools.

2. LIQUIDITY AND GOING CONCERN

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