Overview
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- TickerTOGI on OTC1
- IndustryMiscellaneous Electrical Machinery, Equipment & Supplies1
- HeadquartersSan Jose, California1
- Business address2030 Ringwood Ave., San Jose, Ca 951312
- Filer categoryNon-accelerated filer, Smaller reporting company2
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In addition to Digital Power’s custom power system solutions, it also provides a wide range of industry-standard power products.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Regions
North America brought in 94% of the revenue TurnOnGreen, Inc. broke down this way in fiscal 2025.
Regions by year
| Regions | 2024 | 2025 |
|---|---|---|
| North America | $4.8M | $6.8M |
| Other | $73.0K | $435.0K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue52¢$3.9M
- Research and development6¢$444.0K
- Selling, general and admin42¢$3.2M
- Income tax0¢$2.0K
Out of $7.2M in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Revenue | $7.2M | $4.9M |
| Cost of revenue | $3.9M | $2.8M |
| Gross profit | $3.3M | $2.1M |
| General and administration | $3.6M | $3.6M |
| Selling and marketing | $1.1M | $1.3M |
| Write off EV assets | $763.0K | |
| Total operating expenses | $4.7M | $5.7M |
| Operating loss | -$1.3M | -$3.5M |
| Interest expense, related party | $583.0K | $368.0K |
| Interest expense | $158.0K | $56.0K |
| Change in fair value of embedded derivative liabilities | $36.0K | |
| Total other expense | $777.0K | $424.0K |
| Loss before income taxes | -$2.1M | -$4.0M |
| Income tax provision | $2.0K | $5.0K |
| Net loss | -$2.1M | -$4.0M |
| Net loss per common share basic | -$0.01 | -$0.02 |
| Net loss per common share diluted | -$0.01 | -$0.02 |
| Weighted average common shares, basic | 184.0M shares | 183.9M shares |
| Weighted average common shares, diluted | 184.0M shares | 183.9M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $65.0K | $27.0K |
| Accounts receivable | $1.4M | $730.0K |
| Inventories | $984.0K | $890.0K |
| Prepaid expenses | $90.0K | $107.0K |
| TOTAL CURRENT ASSETS | $2.6M | $1.8M |
| Property and equipment, net | $159.0K | $154.0K |
| Right-of-use assets | $45.0K | $567.0K |
| Other noncurrent assets | $450.0K | $270.0K |
| TOTAL ASSETS | $3.2M | $2.7M |
| Accounts payable, accrued expenses and other current liabilities | $1.3M | $1.4M |
| Convertible notes payable | $557.0K | |
| Lawsuit liability | $1.2M | $1.1M |
| Operating lease liability, current | $51.0K | $581.0K |
| Related party notes and advances payable | $7.9M | $5.2M |
| TOTAL CURRENT LIABILITIES | $10.9M | $8.3M |
| Operating lease liability, non-current | $50.0K | |
| Other long term liabilities | $138.0K | $163.0K |
| TOTAL LIABILITIES | $11.1M | $8.5M |
| Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of December 31, 2025 and December 31, 2024 | $25.0M | $25.0M |
| Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of December 31, 2025 and December 31, 2024: 183,983,122 shares issued and outstanding on December 31, 2025, and 183,949,923 as of December 31, 2024, respectively | $184.0K | $184.0K |
| Additional paid-in capital | $16.2M | $16.2M |
| Accumulated deficit | -$49.2M | -$47.1M |
| TOTAL SHAREHOLDERS DEFICIT | -$32.8M | -$30.7M |
| TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS DEFICIT | $3.2M | $2.7M |
| Preferred stock, shares authorized | 50.0M shares | 50.0M shares |
| Preferred stock, shares issued | 25.0K shares | 25.0K shares |
| Preferred stock, shares outstanding | 25.0K shares | 25.0K shares |
| Preferred stock, redemption | $1,000.00 | $1,000.00 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 2.0B shares | 2.0B shares |
| Common stock, shares issued | 184.0M shares | 183.9M shares |
| Common stock, shares outstanding | 184.0M shares | 183.9M shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $65.0K | $27.0K |
| Accounts receivable | $1.4M | $730.0K |
| Inventories | $984.0K | $890.0K |
| Prepaid expenses | $90.0K | $107.0K |
| TOTAL CURRENT ASSETS | $2.6M | $1.8M |
| Property and equipment, net | $159.0K | $154.0K |
| Right-of-use assets | $45.0K | $567.0K |
| Other noncurrent assets | $450.0K | $270.0K |
| TOTAL ASSETS | $3.2M | $2.7M |
| Accounts payable, accrued expenses and other current liabilities | $1.3M | $1.4M |
| Convertible notes payable | $557.0K | |
| Lawsuit liability | $1.2M | $1.1M |
| Operating lease liability, current | $51.0K | $581.0K |
| Related party notes and advances payable | $7.9M | $5.2M |
| TOTAL CURRENT LIABILITIES | $10.9M | $8.3M |
| Operating lease liability, non-current | $50.0K | |
| Other long term liabilities | $138.0K | $163.0K |
| TOTAL LIABILITIES | $11.1M | $8.5M |
| Preferred stock series A subject to possible redemption, 50,000,000 shares authorized: 25,000 issued and outstanding at stated redemption value of $1,000 per share as of December 31, 2025 and December 31, 2024 | $25.0M | $25.0M |
| Common Stock, par value $0.001 a share; 2,000,000,000 shares authorized as of December 31, 2025 and December 31, 2024: 183,983,122 shares issued and outstanding on December 31, 2025, and 183,949,923 as of December 31, 2024, respectively | $184.0K | $184.0K |
| Additional paid-in capital | $16.2M | $16.2M |
| Accumulated deficit | -$49.2M | -$47.1M |
| TOTAL SHAREHOLDERS DEFICIT | -$32.8M | -$30.7M |
| TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS DEFICIT | $3.2M | $2.7M |
| Preferred stock, shares authorized | 50.0M shares | 50.0M shares |
| Preferred stock, shares issued | 25.0K shares | 25.0K shares |
| Preferred stock, shares outstanding | 25.0K shares | 25.0K shares |
| Preferred stock, redemption | $1,000.00 | $1,000.00 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 2.0B shares | 2.0B shares |
| Common stock, shares issued | 184.0M shares | 183.9M shares |
| Common stock, shares outstanding | 184.0M shares | 183.9M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$2.1M | -$4.0M |
| Depreciation and amortization | $56.0K | $94.0K |
| Amortization of right-of-use assets | $522.0K | $566.0K |
| Amortization of debt discount | $7.0K | |
| Write off EV assets | $763.0K | |
| Inventory adjustment | $270.0K | |
| Change in fair value of embedded derivative liabilities | $150.0K | |
| Accounts receivable | -$704.0K | $236.0K |
| Prepaid expenses and other assets | -$144.0K | -$88.0K |
| Inventory | -$94.0K | $179.0K |
| Accounts payable | -$298.0K | -$85.0K |
| Accrued expenses and other current liabilities | $269.0K | -$66.0K |
| Operating lease and other liabilities | -$605.0K | -$561.0K |
| Net cash used in operating activities | -$3.0M | -$2.7M |
| Purchase of property and equipment | -$80.0K | -$42.0K |
| Cash used in investing activities | -$80.0K | -$42.0K |
| Proceeds from related party advances, net of payments | $2.7M | $2.7M |
| Proceeds from warrant exercises | $3.0K | |
| Proceeds from convertible note payable | $400.0K | |
| Net cash provided by financing activities | $3.1M | $2.7M |
| Net decrease in cash and cash equivalents | $38.0K | $6.0K |
| Cash paid for interest | $13.0K | |
| Cash paid for state income taxes | $2.0K | $5.0K |
| Forgiveness of accrued dividends | $2.7M |
No quarter-by-quarter statement was filed.
Corporate structure
TurnOnGreen, Inc. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of TurnOnGreen, Inc.
- Steven Caspi Filed SCHEDULE 13D/A on TurnOnGreen, Inc., latest Oct 30, 2025 (3 filings since Sep 30, 2025)
- GLENDALE SECURITIES, INC. Filed SCHEDULE 13G on TurnOnGreen, Inc., latest Feb 28, 2025
- Mark S. Scarmato Filed SC 13G/A on TurnOnGreen, Inc., latest Nov 5, 2024 (3 filings since Feb 13, 2024)
- GCEF Opportunity Fund LLC Filed SCHEDULE 13G/A on TurnOnGreen, Inc., latest Jan 2, 2024 (2 filings since Aug 7, 2023)
- Hyperscale Data, Inc. Filed SC 13D/A on TurnOnGreen, Inc., latest Sep 8, 2022 (3 filings since Dec 23, 2021)
- TurnOnGreen, Inc. San Jose, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What TurnOnGreen, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $869.0K8 Dec 31, 2024 | $1.0M8 Dec 31, 2023 | −13.7% |
| Accumulated depreciation | $793.0K4 Dec 31, 2025 | $715.0K4 Dec 31, 2024 | +10.9% |
| Property and equipment, net | $159.0K4 Dec 31, 2025 | $154.0K4 Dec 31, 2024 | +3.2% |
| Operating-lease assets (leased space) | $45.0K4 Dec 31, 2025 | $567.0K4 Dec 31, 2024 | −92.1% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $984.0K4 Dec 31, 2025 | $890.0K4 Dec 31, 2024 | +10.6% |
| Finished goods | $296.0K4 Dec 31, 2025 | $416.0K4 Dec 31, 2024 | −28.8% |
Properties, in its own words
Our principal business and corporate address is 2030 Ringwood Ave, San Jose, CA.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led TurnOnGreen, Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief executive officerAmos Kohn Sep 16, 2022 to Jun 28, 202311
- Chief executive officerVincent Andruela Jul 30, 2021 to Jul 30, 202112
- Chief executive officerHenry Carl Nisser Dec 23, 2021 to Dec 23, 202113
- Chief executive officerLars Brannvall Aug 14, 2006 to Aug 14, 200614
- PresidentMarcus Charuvastra Sep 16, 2022 to Sep 16, 202215
- PresidentVincent Andruela Jul 30, 2021 to Jul 30, 202112
- PresidentLars Brannvall Aug 14, 2006 to Aug 14, 200614
- Chief financial officerVincent Andruela Jul 30, 2021 to Jul 30, 202112
- Chief financial officerDavid J. Katzoff Dec 23, 2021 to Jun 28, 202316
- Chief financial officerLars Brannvall Aug 14, 2006 to Aug 14, 200614
Board members and other officers (8)
- Chief Technology OfficerDouglas Gintz Sep 16, 2022 to Jun 28, 202317
- Chief R and D OfficerKristie Andreula Jul 30, 2021 to Jul 30, 202118
- Chief Marketing OfficerMichael Andreula Jul 30, 2021 to Jul 30, 202119
- Board memberAmos Kohn Sep 16, 2022 to Jun 28, 202311
- Board memberDouglas Gintz Sep 16, 2022 to Jun 28, 202317
- Board memberVincent Andruela Jul 30, 2021 to Jul 30, 202112
- Board memberHenry Carl Nisser Dec 23, 2021 to Dec 23, 202113
- Board memberLars Brannvall Aug 14, 2006 to Aug 14, 200614
Former names
Timeline
- Sep 29, 20268-K Bylaws or fiscal year changed20
- Sep 21, 20268-K Shareholder vote21
- Oct 29, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares22
- May 1, 20258-K Change of auditor23
- Oct 2, 20248-K Entered a material agreement; New debt or obligation24
- Aug 15, 20248-K Change to shareholders' rights; Bylaws or fiscal year changed25
- Jul 31, 20248-K Entered a material agreement; Unregistered sale of shares26
- Jul 22, 20248-K Shareholder vote27
- May 21, 20248-K Bylaws or fiscal year changed; Regulation FD disclosure28
- Apr 25, 20248-K Change to shareholders' rights; Bylaws or fiscal year changed29
- Mar 26, 20248-K Change to shareholders' rights; Bylaws or fiscal year changed30
- Jan 18, 20248-K Bylaws or fiscal year changed31
- Sep 16, 2022New chief executive Amos Kohn becomes CEO11
- Dec 23, 2021New chief executive Henry Carl Nisser becomes CEO13
- Jul 30, 2021New chief executive Vincent Andruela becomes CEO12
- Aug 14, 2006New chief executive Lars Brannvall becomes CEO14
Calendar
When it reported results
- Nov 28, 2022Reported quarterly or annual results32
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
112 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 27 major events, 15 insider forms, 12 large holders, 38 other. The latest 20:
- Oct 1, 2026S-8 EDGAR
- Sep 29, 20268-K EDGAR
- Sep 21, 20268-K EDGAR
- Aug 26, 2026DEFA14A EDGAR
- Aug 26, 2026DEF 14A EDGAR
- Aug 13, 202610-Q EDGAR
- Aug 5, 2026PRE 14A EDGAR
- May 13, 202610-Q EDGAR
- Mar 31, 202610-K EDGAR
- Jan 26, 2026EFFECT EDGAR
- Jan 21, 2026POS AM EDGAR
- Dec 31, 2025424B3 EDGAR
- Dec 30, 2025424B3 EDGAR
- Dec 29, 2025EFFECT EDGAR
- Dec 22, 2025CORRESP EDGAR
- Dec 16, 2025S-1 EDGAR
- Nov 5, 202510-Q EDGAR
- Oct 30, 2025SCHEDULE 13D/A EDGAR
- Oct 29, 20258-K EDGAR
- Oct 8, 2025SCHEDULE 13D/A EDGAR
The 112 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
7 open-market trades by officers, directors and large owners since October 2021: 6 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Aug 28, 2025 | Hyperscale Data, Inc.10% owner | Buy | 1,000,000 | $0.01 | $10.0K | Form 4 |
| Nov 1, 2023 | Ault Alliance, Inc.10% owner | Sale | 25,000 | $0.01 | $250 | Form 4 |
| Oct 13, 2022 | BitNile Holdings, Inc.10% owner | Buy | 5,000 | $0.23 | $1.1K | Form 4 |
| Oct 12, 2022 | BitNile Holdings, Inc.10% owner | Buy | 3,499 | $0.25 | $875 | Form 4 |
| Sep 6, 2022 | BitNile Holdings, Inc.10% owner | Buy | 6,501 | $0.21 | $1.4K | Form 4 |
| Jan 28, 2022 | BitNile Holdings, Inc.10% owner | Buy | 8,000 | $0.13 | $1.0K | Form 4 |
| Jan 26, 2022 | BitNile Holdings, Inc.10% owner | Buy | 390 | $0.11 | $43 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Steven CaspiSCHEDULE 13D/A, 3 filings Sep 30, 2025 to Oct 30, 202533
- GLENDALE SECURITIES, INC.SCHEDULE 13G, 1 filing Feb 28, 202534
- Mark S. ScarmatoSC 13G/A, 3 filings Feb 13, 2024 to Nov 5, 202435
- GCEF Opportunity Fund LLCSCHEDULE 13G/A, 2 filings Aug 7, 2023 to Jan 2, 202436
- Hyperscale Data, Inc.SC 13D/A, 3 filings Dec 23, 2021 to Sep 8, 202237
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Amos Kohn | 66 | $350.0K | $408.7K38 |
| 2025 | Marcus Charuvastra | 47 | $140.0K | $190.0K38 |
| 2024 | Chief Executive OfficerChief Financial Officer and Chairman | $350.0K | $393.8K38 | |
| 2024 | President and Director | $140.0K38 | ||
| 2024 | Chief Technology Officer and Director | $71.6K38 | ||
| 2023 | Chief Executive OfficerChief Financial Officer and Chairman | $350.0K | $390.5K38 | |
| 2023 | President and Director | $128.1K | $135.1K38 | |
| 2023 | Chief Technology Officer and Director | $130.6K38 |
SEC filer profile
How TurnOnGreen, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARTurnOnGreen, Inc.1
- CIK0001349706
- Employer ID (EIN)90-11047133
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)3690 Miscellaneous Electrical Machinery, Equipment & Supplies1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address2030 Ringwood Ave., San Jose, CA 951311
- Phone(510) 657-26351
- Shares outstanding183,983,122 as of Aug 12, 202610
- Public float$987.8K as of Jun 30, 20253
- AuditorCBIZ CPAs P.C., New York, NY PCAOB ID 199; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceApr 24, 20061
- Filings171 in all: 8-K (31), 10-Q (20), 3 (14), NT 10-Q (11), 4 (9), NT 10-K (7), 10-K (6), UPLOAD (6)1
All 41 form types
10QSB (5), 424B3 (5), EFFECT (5), SC 13D (5), PRE 14A (4), CORRESP (3), DEF 14A (3), SB-2/A (3), 10KSB (2), POS AM (2), S-1 (2), S-1/A (2), SC 13D/A (2), SC 13G (2), SC 13G/A (2), SC 14F1 (2), SCHEDULE 13D/A (2), 10-12G (1), 10-12G/A (1), 10KSB/A (1), 10QSB/A (1), 15-12G (1), 424B4 (1), 8-A12G (1), 8-K/A (1), DEF 14C (1), DEFA14A (1), PRE 14C (1), S-8 (1), SB-2 (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Aug 26, 2026
Latest 8-K (8-K) Sep 29, 2026
Risk factors and legal proceedings
The risks TurnOnGreen, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 58 risks under these headings, as written.3
- Risks Related to the Company and Its Financial Condition
- We have a history of annual net losses which may continue, and which may negatively impact our ability to achieve our business objectives.
- Our business model will continue to evolve as we focus on our EV charging operating segment, which will increase the complexity of our business.
- We will need, but may be unable to obtain, funding on satisfactory terms, or at all; any financing we do obtain would dilute our shareholders and investors and could also impose burdensome financial restrictions on our business.
- Our acquisition growth strategy is subject to a significant degree of risk.
- If we make any acquisitions, they may disrupt or have a negative impact on our business.
- Our business and operations are growing, and if we fail to effectively manage our growth, our business and operating results could be harmed.
- There can be no assurance of successful expansion 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.
- 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.
- 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.
- 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 other 47 risks
- The sale of our products is dependent upon our ability to satisfy the proprietary requirements of our customers.
- 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 anticipate growing international sales for a portion of our revenues, for which there can be no assurance.
- 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.
- 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.
- 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 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 technology is generally unpatented, and others may seek to copy it.
- Failure of our information technology infrastructure to operate effectively could adversely affect our business.
- 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.
- 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.
- 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.
- We depend on international operators for a substantial portion of our components and products.
- We may face significant risks and operational disruptions in transitioning to a new contract manufacturer, which could adversely affect our business, results of operations, and customer relationships.
- 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.
- Changes in government incentives, emissions and fuel economy standards, and other regulatory policies may negatively impact the EV market and demand for our products and services.
- The EV market is influenced by government incentives, regulatory policies, and political priorities, and changes to such programs or policies could adversely affect demand for our products and services.
- The growth of the EV charging market depends on the development of adequate charging infrastructure, which is subject to significant uncertainty and requires substantial investment.
- Our revenue growth ultimately depends on consumers’ willingness to adopt electric vehicles in a market that is still in its early stages.
- 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.
- If we fail to offer high-quality support to charging station owners and drivers, our business and reputation will suffer.
- 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.
- Our future results are dependent on our ability to establish, maintain and expand our manufacturers’ representative OEM relationships and our other relationships.
- Risks Related to Our Relationship with Hyperscale
- As long as Hyperscale controls us, your ability to influence matters requiring shareholder approval will be limited.
- Our historical financial information as a subsidiary of Hyperscale may not be representative of our results as an independent public company.
- Risks Relating to Ownership of Our Common Stock
- An active, liquid trading market for our common stock does not currently exist and may not develop after within the foreseeable future, if at all, and as a result, you may not be able to sell your common stock at a favorable price, or at all.
- The price of our common stock may have little or no relationship to the historical bid prices of our common stock on the Pink Open Market (Current Information).
- Future sales, or the perception of future sales, of a substantial amount of our shares of common stock could depress the trading price of our common stock.
- The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.
- The regulation of penny stocks by the SEC and FINRA may have an effect on the tradability of our securities.
- 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 stock.
- 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 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.
- We face intense industry competition, price erosion and product obsolescence, which, in turn, could reduce our profitability.
- 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.
- Because we do not intend to pay dividends on our common stock, you must rely on stock appreciation for any return on your investment.
- 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.
- 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.
- Our charter provides for limitations of director liability and indemnification of directors, officers and employees.
- Our operating results may vary from quarter to quarter.
- Many of our competitors are larger and have greater financial and other resources than we do.
- Changes in the U.S. tax and other laws and regulations may adversely affect our business.
- Our sales and profitability may be affected by changes in economic, business and industry conditions.
- 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.
- 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.
- 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.
- 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.
Legal proceedings
The Company is currently involved in litigation arising from matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences.
Certain of these outstanding matters include speculative or indeterminate monetary amounts. We record an undiscounted liability for contingent losses, including future legal costs, settlements and judgments, when we consider it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being a loss and the estimated amount of loss related to such matters.
With respect to our outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.
The opening of Item 3, Legal Proceedings.3
Sources
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- 11SEC EDGARAmos Kohn, Chief executive officer
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- 15SEC EDGARMarcus Charuvastra, President
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- 20SEC EDGARBylaws or fiscal year changed
- 21SEC EDGARShareholder vote
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- 31SEC EDGARBylaws or fiscal year changed
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