TOGI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-13

• Change in fair value of embedded derivative liabilities (68,000) - (68,000)

• During the three-month period ended March 31, 2026, we had increased revenues of $144,000 and increased gross profits of $83,000 compared to the three-month period ended March 31, 2025, primarily due to increased sales of approximately $344,000 from our commercial customers and a decrease of approxi…

• During the three months ended March 31, 2026, our net loss increased by $232,000 compared to the three-month period ended March 31, 2025, primarily due to approximately $200,000 in costs for the relocation of our office and warehouse space, a $62,000 increase in selling and marketing expenses and $8…

• The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have incurred recurring net losses and operations have not provided sufficient cash flows. We believe that we will continue to incur operating and net losses each quarter until…

• Pursuant to the Agreement, the second tranche closed on January 9, 2026, the third tranche closed on January 30,2026, and the fourth and fifth tranches on March 27, 2026. These closings consisted of the issuance of Convertible Notes to SJC in the total principal face amount of $880,000, for a total …

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• During the three-month period ended September 30, 2025, we had increased revenues of $452,000 and increased 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…

• During the three months ended September 30, 2025, our net loss decreased by $151,000 compared to the three-month period ended September 30, 2024, primarily due to the increase in gross profit as described above and an $83,000 decrease in selling and marketing, and $96,000 decrease in professional fe…

• During the 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 customer…

• During the nine months ended September 30, 2025, our net loss decreased by $492,000 compared to the nine-month period ended September 30, 2024, primarily due to the increase in gross profit as described above as well as by decreased selling and marketing expenses of $282,000, decreased professional …

• The Company 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 …

Text added vs the prior filing · source: 10-Q · 2026-05-13

• Management has identified the following material weakness which caused management to conclude that as of March 31, 2026, 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…

• Management evaluated the impact of our failure to have segregation of duties and concluded that the control deficiency represented a material weakness.

• 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, contro…

• There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• ·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 no…

• ·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 prop…

• ·Lastly, 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 complete financial records in such manner as to identify an…

• Management evaluated the impact of our failure to have segregation of duties and proper reviews, inadequacy in design of revenue recognition policies and procedures, failure to properly account for and provide adequate disclosures of complex financial instruments, fair value estimate procedures and …