TurnOnGreen Seeks Shareholder Nod for 1-for-500 Reverse Split and 200M-Share Incentive Plan Amid Going Concern
TOGI has more than doubled off its 52-week low of $0.005 on light trading volume (0.4× avg).
Summary
TurnOnGreen's preliminary proxy seeks approval for a reverse stock split up to 1-for-500, a 200M-share incentive plan, and discloses a deeply discounted convertible note financing—all while the company operates under a going concern warning.
Key Events · Corporate Governance and Compliance · TOGI
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Reverse Stock Split Proposed
The Board seeks authority to implement a reverse stock split at a ratio between 1-for-50 and 1-for-500, with the exact ratio to be set by the Board and executed by December 31, 2028, aiming to increase the stock price and meet exchange listing requirements.
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200M Share Incentive Plan
A proposal to approve the 2026 Stock Incentive Plan would reserve 200 million shares—100 million new shares plus 100 million transferred from the unused 2023 Plan—representing potential dilution of over 90% if fully issued based on current outstanding shares.
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Convertible Note Financing Disclosed
The proxy reveals a Securities Purchase Agreement with SJC Lending LLC for up to $1.65 million in convertible notes, with $660,000 already funded; notes convert at a 20% discount to the lowest VWAP, creating significant potential dilution.
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Going Concern and Financial Distress
Substantial doubt about the company's ability to continue as a going concern is reiterated, with a net loss of $2.2 million in 2025 and related party debt to Hyperscale Data, Inc. of $7.8 million as of December 31, 2025.
Analysis · TOGI · Manufacturing
To lift its $0.02 stock price and attract institutional investors, TurnOnGreen is asking shareholders to approve a reverse stock split of up to 1-for-500. The proxy also introduces a new 200-million-share incentive plan that would massively dilute existing holders, and reveals a convertible note financing with a 20% discount to market that could further pressure the stock. With a going concern warning already in place and a $4.2 million market cap, these proposals represent a high-stakes effort to maintain Nasdaq eligibility and fund operations—but they carry severe dilution risk for current shareholders.
At the time of this filing, TOGI was trading at $0.02 on OTC in the Manufacturing sector, with a market capitalization of approximately $4.2M. The 52-week trading range was $0.01 to $0.10. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.