UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): ~~September~~May 261, ~~2024~~2025

TURNONGREEN, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-52140		20-5648820
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1421 McCarthy Blvd., Milpitas, CA 95035

(Address of principal executive offices) (Zip Code)

(510) 657-2635

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

OnBased ~~September~~on ~~26,~~information ~~2024~~provided by Marcum LLP (“Marcum”), the independent registered public accounting firm of TurnOnGreen, Inc., a Nevada corporation (the “Company”), ~~entered~~CBIZ CPAs ~~into~~P.C. an(“CBIZ ~~Amendment~~CPAs”) toacquired the ~~Loan~~attest ~~and~~business ~~Security~~of ~~Agreement~~Marcum, ~~(the~~effective ~~“Amendment”)~~November 1, 2024. Marcum continued to serve ~~with~~as ~~Hyperscale~~the ~~Data~~Company’s independent registered public accounting firm through April 30, ~~Inc~~2025., aOn ~~Delaware~~April ~~corporation~~30, ~~(formerly~~2025, ~~Ault~~the ~~Alliance~~Company dismissed Marcum as the Company’s independent registered accounting firm and, ~~Inc.)~~with the approval of the Company’s Board of Directors, engaged CBIZ CPAs as ~~lender~~the ~~(“HSD”)~~Company’s ~~dated~~independent ~~August 15,~~registered ~~2023~~public (accounting firm for the ~~“Credit~~fiscal ~~Agreement”)~~year ending December 31, 2025.

AsDuring ~~previously~~the ~~disclosed,~~fiscal ~~the~~years ~~Credit~~ended ~~Agreement~~December 31, 2024 ~~provided~~and ~~for~~2023, aand ~~secured~~through April 30, ~~non-revolving~~2025, ~~credit~~the ~~facility~~Company did not consult with anCBIZ ~~aggregate~~CPAs ~~principal~~regarding ~~amount~~(i) the application of upaccounting principles to ~~$2,000,000~~a ~~(the~~specified ~~“Credit~~transaction, ~~Limit”) through~~either ~~December~~completed 31or proposed, ~~2023~~or (the ~~“Credit~~type ~~Termination~~of ~~Date”).~~audit ~~All~~opinion ~~loans~~that ~~under~~might be rendered on the ~~Credit~~Company’s ~~Agreement~~consolidated financial ~~(collectively~~statements, ~~the “Advances”~~or (ii) ~~were~~any ~~payable~~matter ~~within~~that ~~five~~was ~~business~~either ~~days~~the subject of a ~~request~~disagreement by(as ~~HSD,~~described in Item 304(a)(1)(iv) of Regulation S-K and ~~HSD~~the ~~was~~related ~~not~~instructions) ~~obligated~~or toa ~~provide~~reportable ~~any~~event ~~further Advances~~(as ~~after~~described ~~the~~in ~~Credit~~Item ~~Termination~~304(a)(1)(v) ~~Date~~of Regulation S-K and the related instructions).

~~Pursuant~~The toreports of Marcum regarding the ~~Amendment~~Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 included in the Company’s ~~and~~Annual ~~HSD~~Report ~~have~~on ~~agreed~~Form ~~to,~~10-K ~~among~~for ~~other~~the ~~things~~year ended December 31, ~~amend~~2024, ~~the~~did ~~Credit~~not ~~Agreement~~contain toany ~~increase~~adverse ~~the~~opinion ~~Credit~~or ~~Limit~~disclaimer of opinion and were not qualified or modified as to $8uncertainty,~~000~~ audit scope,~~000~~ or accounting principles, ~~extend~~except that the ~~Credit~~report ~~Termination Date~~for tothe fiscal years ended December 31, ~~2026~~2024 and December 31, ~~and~~2023 ~~provide~~included ~~for~~an ~~additional~~explanatory ~~loans~~paragraph ~~made~~relating into ~~excess~~substantial ofdoubt about the ~~initial~~Company’s ~~Credit~~ability ~~Limit~~ to ~~become~~continue ~~Advances~~as a going concern.

~~HSD~~During the fiscal years ended December 31, 2024 isand an2023, ~~affiliate~~and through April 30, 2025, the date of Marcum’s dismissal, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its reports and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the material weakness in the Company’s internal control over financial reporting due to the fact the Company: (i) does not have sufficient resources in its accounting department, which restricts its ability to gather, analyze and properly review information related to financial reporting, including fair value estimates, in a timely manner, (ii) due to its size and nature, was unable to properly segregate all conflicting duties, (iii) its 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, nor did it design and/or implement sufficient controls for program change management to certain financially relevant systems affecting its processes, and (iv) design and maintain effective controls associated with related party transactions and disclosures, each as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The ~~foregoing~~Company ~~description~~provided ofMarcum ~~the~~with ~~Amendment~~a ~~does~~copy of this ~~not~~Current ~~purport~~Report on Form 8-K prior to beits ~~complete~~filing with the U.S. Securities and isExchange ~~qualified~~Commission in(the ~~its~~“SEC”) ~~entirety~~and byrequested that ~~reference~~Marcum tofurnish the ~~form~~Company ofwith ~~Amendment~~a ~~which~~letter isaddressed ~~annexed~~to ~~hereto~~the ~~as Exhibit 10.1~~SEC, pursuant to ~~this~~Item ~~Current~~304(a)(3) ~~Report~~of onRegulation ~~Form 8~~S-K, ~~and~~stating iswhether ~~incorporated~~it ~~herein~~agrees with bythe ~~reference. The~~above ~~foregoing~~statements and, if it does not ~~purport to~~agree, bethe arespects ~~complete~~in ~~description~~which ofit ~~the~~does ~~rights~~not ~~and~~agree. ~~obligations~~A copy of the ~~parties~~letter, ~~thereunder~~dated ~~and~~April ~~such~~30, ~~descriptions~~2025, is ~~are~~filed ~~qualified~~as inExhibit ~~their~~16.1 ~~entirety~~ (which is incorporated by reference herein) to ~~such~~this ~~exhibit~~Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.		Description
10.1		Form of Amendment to Loan and Security Agreement.
16.1		Letter from Marcum LLP to the SEC dated April 30, 2025
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TURNONGREEN, INC.
Dated: October 2, 2024	/s/ Amos Kohn
Dated: May 1, 2025	/s/ Amos Kohn
	Amos Kohn Chief Executive Officer and Chairman

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Filing Compare · TurnOnGreen, Inc.