TurnOnGreen enters up to $1.5M convertible note financing with SJC Lending; 12% interest, 20% discount conversion

TurnOnGreen, Inc.

Total principal amount up to $1.65M; initial tranche of $440K principal ($400K cash) issued at closing on October 29, 2025.
Notes bear 12% interest (20% upon default), mature one year; conversion price is greater of $0.035 or 20% discount to lowest 10-day VWAP.
Company grants security interests on substantially all assets and pledges subsidiary stock as collateral via IP, Security, and Pledge Agreements.
Covenants restrict dividends, additional debt, asset sales, and variable-rate transactions; SJC gets right of first refusal on future equity offerings for one year.
Proceeds intended for general corporate purposes; offering exempt under Section 4(a)(2) of the Securities Act.

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